RETENTION AGREEMENT


         This Retention  Agreement is dated as of August 10, 2000 and is between
Merisel  Americas,  Inc., a Delaware  corporation (the "Company"),  and Karen A.
Tallman ("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) "Base  Salary"  shall mean  Associate's  annual  base  salary as in
effect  on the date  hereof or as the same may be  increased  from time to time,
exclusive of any bonus or incentive compensation,  benefits (whether standard or
special),  automobile  allowances,  relocation  or  tax  equalization  payments,
pension payments or reimbursements for professional services.

         (b) The  "Company"  shall  mean  Merisel  Americas,  Inc.,  a  Delaware
corporation,  and each of its successor enterprises that result from any merger,
consolidation, reorganization, sale of assets or otherwise.

         (c) "Benefit Period" shall mean the number of weeks of Base Salary that
Associate  is  entitled  to be paid as a  severance  payment  under  paragraph 3
hereunder.

         (d) 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."

         (e)  "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.
<PAGE>

         2.  Retention  Bonus.  If Associate  remains an employee of the Company
through the Completion Date (as defined below) or if Associate's employment with
the Company terminates prior to the Completion Date 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 $100,000 (the  "Retention  Bonus").  The Retention  Bonus
shall  be in lieu of any  bonus  that  would  otherwise  have  been  payable  to
Associate for 2000.  "Completion  Date" shall mean the date on which the Company
has  completed  both (i) the  sale of  Merisel  Open  Computing  Alliance,  Inc.
("MOCA") (the "MOCA Sale") and (ii) 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.  Notwithstanding the foregoing, (i) if on the date of completion
of  such  sale,  restructuring  and/or  winding  down of its  U.S.  distribution
business the Company is not pursuing the MOCA Sale,  then such date shall be the
Completion Date, and (ii) if the Completion Date has not occurred on or prior to
December 31, 2000, then Associate shall be entitled to the payment of 50 percent
of the Retention Bonus on January 1, 2001 or such later date as the MOCA Sale is
completed.

         3.  Severance  Obligations.  If  Associate's  employment by the Company
terminates  for any reason  other than as a result of a  Termination  for Cause,
death or permanent disability,  or Associate's  resignation without Good Reason,
then:  (A) the  Company  shall pay  Associate  as  severance  compensation  (the
"Severance Payment") an amount equal to one times Associate's Base Salary, which
shall be paid to Associate  bi-weekly in equal amounts over a period of 52 weeks
("Payment  Period") in accordance with the Company's standard payroll practices,
and (B) the Company shall reimburse  Associate for the cost of Associate's COBRA
payments (at the level of coverage,  including  dependent care  coverage,  as in
effect  immediately  prior  to such  termination)  under  the  Company's  health
insurance  plans  for  a  twelve-month   period   following  the  date  of  such
termination.   The  payments  to  be  made  to  Associate   upon  a  termination
contemplated  by  this  paragraph  3 are in  addition  to the  payments  made to
employees  by the Company  upon  termination  in the  ordinary  course,  such as
reimbursement  for  business  expenses  and  vacation  pay  through  the date of
termination.

         4.  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.

         5. At-Will Employee.  The Company shall have no obligation to retain or
continue  Associate  as an  employee  and  Associate's  employment  status as an
"at-will" employee of the Company is not affected by this Agreement.

         6.  Mitigation.  Associate  shall have no  obligation  to mitigate  the
amount of any payment  provided for in this  Agreement by seeking  employment or
otherwise.
<PAGE>

         7. Change of Control Agreement. Associate and the Company agree that in
no event shall  Associate be entitled to payments  under  paragraph 3(A) of this
Agreement and any Change of Control Agreement entered into between Associate and
the Company or any  affiliate  of the Company that in the  aggregate  exceed the
amounts that could be payable under any such Change of Control Agreement.

         8.  Associate's  Obligations.  In exchange for the Company  agreeing to
provide the above-described  benefits to Associate,  Associate agrees that prior
to  receiving  any  severance  compensation  from the Company in respect of such
termination,  whether under this Agreement or otherwise,  Associate will execute
and  deliver to the  Company a Waiver,  Release  and  Confidentiality  Agreement
substantially in the form provided to Associate with this Agreement.

         9.  Confidentiality.  Associate agrees that the terms of this Agreement
and the amount and nature of all payments  received by  Associate in  connection
with the  termination  of Associate's  employment  with the Company 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.

         10.  Assumption  Agreement.  The Company  will  require  any  successor
(whether direct or indirect, by purchase,  merger consolidation or otherwise) to
all or substantially  all of the business and assets of the Company expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the  Company  would be  required  to perform it whether or not such
succession had taken place.

         11.  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.

         12.  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,  together with the
Change of Control  Agreement and the Merisel  Employment  Agreement entered into
between Associate and the Company, sets forth the parties' entire agreement with

<PAGE>

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
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.

         13.  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


KAREN A. TALLMAN