BONUS AGREEMENT


         This Bonus Agreement  ("Agreement")  is dated as of August 10, 2000 and
is between Merisel Americas,  Inc., a Delaware corporation (the "Company"),  and
Timothy N. Jenson ("Associate").

         The Company and Associate hereby agree as follows:

         1. Definitions. For purposes of this Agreement, the following terms
shall have the meanings set forth below:

         (a) A resignation by Associate shall be with "Good Reason" if after the
date  hereof  (i)  there  has  been a  material  reduction  in  Associate's  job
responsibilities from those that existed immediately prior to such reduction, it
being  understood  that  neither a mere change in title alone nor a reduction in
responsibilities  resulting  from a  reduction  in  the  size  of the  Company's
business   shall   constitute   a  material   reduction   in   Associate's   job
responsibilities,  (ii) without Associate's prior written approval,  the Company
requires  Associate  to be based  anywhere  other  than,  or  within a 20 minute
commute  from,  the  Associate's  current  location,  it being  understood  that
required  travel  on  the  Company's  business  to  an  extent  consistent  with
Associate's normal and customary business travel obligations does not constitute
"Good Reason," or (iii) there is a reduction in Associate's Base Salary,  except
that an  across-the-board  reduction in the salary level of all of the Company's
executives  in the same  percentage  amount  as part of a general  salary  level
reduction shall not constitute "Good Reason."

         (b)  "Termination  for  Cause"  shall  mean if the  Company  terminates
Associate's employment for any of the following reasons:  Associate's misconduct
(misconduct  includes  physical  assault,   insubordination,   falsification  or
misrepresentation  of facts  on  company  records,  fraud,  dishonesty,  willful
destruction of company property or assets, or harassment of another associate by
Associate in violation of the Company' policies);  excessive absenteeism;  abuse
of sick time;  or  Associate's  conviction  for or a plea of nolo  contendere by
Associate to a felony or any crime involving moral turpitude.

         2. Bonus  Payments.  So long as  Associate  remains an  employee of the
Company, Associate will be entitled to lump sum payments (each a "Bonus") in the
amounts and subject to the conditions set forth below.  On the date on which the
Company  has  completed  the  sale,  restructuring  and/or  winding  down in all
material  respects  of its U.S.  distribution  business,  as set forth in a plan
approved  by the  Board of  Directors  of  Merisel,  Inc.  and  provided  to the
operating agent under the Company's asset securitization  facility, as such plan
may be amended,  the Company shall make a lump sum payment to Associate equal to
$100,000.  On the date on which the Company has  completed  the sale or accounts
receivable  refinancing of Merisel Open Computing Alliance,  Inc. ("MOCA"),  the
Company  shall make a lump sum payment to Associate  equal to  $100,000.  On the
date on which the Company has  completed  the sale  and/or  winding  down in all
material respects of its Canadian  distribution  business, or on the date of the
first quarterly  earnings  announcement  of Merisel,  Inc. after the date hereof

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which includes  profitable results for the Canadian business,  the Company shall
make a lump sum payment to Associate equal to $50,000. If Associate's employment
with the Company  terminates prior to the payment of one or more Bonuses for any
reason  other  than as a result of  Termination  for Cause,  death or  permanent
disability,  or Associate's  resignation  without Good Reason,  then the Company
shall make a lump sum payment to Associate equal to the aggregate of the amounts
set forth above that have not been paid to Associate prior thereto.

         3.  Withholding.  The Company  shall deduct from all  payments  paid to
Associate under this Agreement any required amounts for social security, federal
and state  income  tax  withholding,  federal  or state  unemployment  insurance
contributions, and state disability insurance or any other required taxes.

         4.  Confidentiality.  Associate agrees that the terms of this Agreement
and the amount and nature of all payments received by Associate  hereunder shall
remain  confidential  and shall not be disclosed to any other person (other than
Associate's  family members,  attorneys and accountants who shall be informed of
and bound by the  confidentiality  provisions of this  Agreement)  other than as
required by court order, legal process or applicable law.

         5.  Arbitration.  Any dispute that may arise between  Associate and the
Company in connection with or relating to this Agreement, including any monetary
claim arising from or relating to this Agreement, will be submitted to final and
binding arbitration in Los Angeles,  California, in accordance with the rules of
the American  Arbitration  Association  ("AAA") then in effect. Such arbitration
shall  proceed  before a single  arbitrator  who shall be selected by the mutual
agreement of the parties. If the parties are unable to agree on the selection of
an  arbitrator,  such  arbitrator  shall  be  selected  in  accordance  with the
Employment  Dispute  Resolution Rules and procedures of the AAA. The decision of
the arbitrator,  including  determination of the amount of any damages suffered,
shall be  conclusive,  final and  binding  on such  arbitrating  parties,  their
respective heirs, legal representatives,  successors, and assigns. Each party to
any such  arbitration  proceeding  shall bear her or his own attorney's fees and
costs in connection  with any such  arbitration and each party shall pay half of
all costs associated with the arbitration including the arbitrator's fees.

         9. Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of the Company and Associate;  provided that Associate  shall not assign
any of  Associate's  rights or duties under this  Agreement  without the express
prior written  consent of the Company.  This  Agreement  sets forth the parties'
entire  agreement with regard to the subject  matter  hereof.  Neither party has
made any other  agreements,  representations,  or  warranties  to the other with
respect to the subject matter of this  Agreement.  This Agreement may be amended
only by a written  agreement  signed by both parties.  Should any  provisions of
this  Agreement be declared to be or be determined by any court to be illegal or
invalid,  the validity of the remaining parts,  terms or provisions shall not be
affected  thereby and said illegal or invalid part,  term or provision  shall be
deemed not to be part of this Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.  Any waiver by
either party of any breach of any provision of this Agreement  shall not operate

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as or be construed as a waiver of any subsequent  breach. If any legal action is
necessary to enforce the terms of this Agreement,  the prevailing party shall be
entitled to reasonable  attorneys' fees in addition to any other relief to which
that party may be entitled.

         10.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument,  which shall be effective upon the
execution  hereof by all of the parties  hereto.  A complete set of counterparts
shall be made available to each party hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the day and year first written above.

MERISEL AMERICAS, INC.


By:
      David Sadler
      President and Chief Executive Officer


TIMOTHY N. JENSON