Exhibit 10.2

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                           9% SENIOR SUBORDINATED NOTE


$79,000,000                                             Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of
TEACHERS' RETIREMENT SYSTEMS OF ALABAMA (the "Holder") at its office in
Montgomery, Alabama or at such other place as may be designated from time to
time by the Holder the principal sum of Seventy-Nine Million United States
Dollars ($79,000,000) together with interest on the unpaid principal balance
hereof from the date hereof until this Note is fully paid, at an annual rate of
interest equal to nine percent (9%).

         The outstanding principal balance plus accrued interest under this Note
shall be payable in consecutive semi-annual installments of $2,765,000 plus
accrued interest beginning on December 31, 2000 until and including June 30,
2007; and in semi-annual installments of $6,715,000 plus accrued interest
beginning on December 31, 2007 until and including June 30, 2010. Any and all
principal of the Note remaining unpaid, together with all interest accrued but
unpaid thereon, automatically and unconditionally shall be due and payable in
full on June 30, 2010.

         The Company may prepay this Note from time to time without premium or
penalty as provided in the Securities Purchase Agreement. Payments hereunder
shall be applied first to the payment of accrued interest and then to the
reduction of principal. This Note is issued pursuant to and is subject to the
Securities Purchase Agreement which, among other things, provides for
acceleration of the maturity hereof upon the occurrence of an Event of Default,
as defined in the Securities Purchase Agreement. The undersigned agrees to pay
all costs of collection, including reasonable attorney's fees, in the event this
Note is not paid when due. This Note is being delivered in, and shall be
governed by, the laws of the State of Alabama. Presentment or other demand for
payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.

                                       BELL MICROPRODUCTS INC.

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>


THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                           9% SENIOR SUBORDINATED NOTE


$15,000,000                                          Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of
EMPLOYEES' RETIREMENT SYSTEMS OF ALABAMA (the "Holder") at its office in
Montgomery, Alabama or at such other place as may be designated from time to
time by the Holder the principal sum of Fifteen Million United States Dollars
($15,000,000) together with interest on the unpaid principal balance hereof from
the date hereof until this Note is fully paid, at an annual rate of interest
equal to nine percent (9%).

         The outstanding principal balance plus accrued interest under this Note
shall be payable in consecutive semi-annual installments of $525,000 plus
accrued interest beginning on December 31, 2000 until and including June 30,
2007; and in semi-annual installments of $1,275,000 plus accrued interest
beginning on December 31, 2007 until and including June 30, 2010. Any and all
principal of the Note remaining unpaid, together with all interest accrued but
unpaid thereon, automatically and unconditionally shall be due and payable in
full on June 30, 2010.

         The Company may prepay this Note from time to time without premium or
penalty as provided in the Securities Purchase Agreement. Payments hereunder
shall be applied first to the payment of accrued interest and then to the
reduction of principal. This Note is issued pursuant to and is subject to the
Securities Purchase Agreement which, among other things, provides for
acceleration of the maturity hereof upon the occurrence of an Event of Default,
as defined in the Securities Purchase Agreement. The undersigned agrees to pay
all costs of collection, including reasonable attorney's fees, in the event this
Note is not paid when due. This Note is being delivered in, and shall be
governed by, the laws of the State of Alabama. Presentment or other demand for
payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.

                                       BELL MICROPRODUCTS INC.


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                           9% SENIOR SUBORDINATED NOTE


$2,000,000                                           Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of JUDICIAL
RETIREMENT FUND (the "Holder") at its office in Montgomery, Alabama or at such
other place as may be designated from time to time by the Holder the principal
sum of Two Million United States Dollars ($2,000,000) together with interest on
the unpaid principal balance hereof from the date hereof until this Note is
fully paid, at an annual rate of interest equal to nine percent (9%).

         The outstanding principal balance plus accrued interest under this Note
shall be payable in consecutive semi-annual installments of $70,000 plus accrued
interest beginning on December 31, 2000 until and including June 30, 2007; and
in semi-annual installments of $170,000 plus accrued interest beginning on
December 31, 2007 until and including June 30, 2010. Any and all principal of
the Note remaining unpaid, together with all interest accrued but unpaid
thereon, automatically and unconditionally shall be due and payable in full on
June 30, 2010.

         The Company may prepay this Note from time to time without premium or
penalty as provided in the Securities Purchase Agreement. Payments hereunder
shall be applied first to the payment of accrued interest and then to the
reduction of principal. This Note is issued pursuant to and is subject to the
Securities Purchase Agreement which, among other things, provides for
acceleration of the maturity hereof upon the occurrence of an Event of Default,
as defined in the Securities Purchase Agreement. The undersigned agrees to pay
all costs of collection, including reasonable attorney's fees, in the event this
Note is not paid when due. This Note is being delivered in, and shall be
governed by, the laws of the State of Alabama. Presentment or other demand for
payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.

                                       BELL MICROPRODUCTS INC.


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                           9% SENIOR SUBORDINATED NOTE


$3,000,000                                            Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of PEIRAF -
DEFERRED COMPENSATION PLAN (the "Holder") at its office in Montgomery, Alabama
or at such other place as may be designated from time to time by the Holder the
principal sum of Three Million United States Dollars ($3,000,000) together with
interest on the unpaid principal balance hereof from the date hereof until this
Note is fully paid, at an annual rate of interest equal to nine percent (9%).

         The outstanding principal balance plus accrued interest under this Note
shall be payable in consecutive semi-annual installments of $105,000 plus
accrued interest beginning on December 31, 2000 until and including June 30,
2007; and in semi-annual installments of $255,000 plus accrued interest
beginning on December 31, 2007 until and including June 30, 2010. Any and all
principal of the Note remaining unpaid, together with all interest accrued but
unpaid thereon, automatically and unconditionally shall be due and payable in
full on June 30, 2010.

         The Company may prepay this Note from time to time without premium or
penalty as provided in the Securities Purchase Agreement. Payments hereunder
shall be applied first to the payment of accrued interest and then to the
reduction of principal. This Note is issued pursuant to and is subject to the
Securities Purchase Agreement which, among other things, provides for
acceleration of the maturity hereof upon the occurrence of an Event of Default,
as defined in the Securities Purchase Agreement. The undersigned agrees to pay
all costs of collection, including reasonable attorney's fees, in the event this
Note is not paid when due. This Note is being delivered in, and shall be
governed by, the laws of the State of Alabama. Presentment or other demand for
payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.

                                       BELL MICROPRODUCTS INC.


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                           9% SENIOR SUBORDINATED NOTE


$1,000,000                                         Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of PUBLIC
EMPLOYEES INDIVIDUAL RETIREMENT ACCOUNT FUND (the "Holder") at its office in
Montgomery, Alabama or at such other place as may be designated from time to
time by the Holder the principal sum of One Million United States Dollars
($1,000,000) together with interest on the unpaid principal balance hereof from
the date hereof until this Note is fully paid, at an annual rate of interest
equal to nine percent (9%).

         The outstanding principal balance plus accrued interest under this Note
shall be payable in consecutive semi-annual installments of $35,000 plus accrued
interest beginning on December 31, 2000 until and including June 30, 2007; and
in semi-annual installments of $85,000 plus accrued interest beginning on
December 31, 2007 until and including June 30, 2010. Any and all principal of
the Note remaining unpaid, together with all interest accrued but unpaid
thereon, automatically and unconditionally shall be due and payable in full on
June 30, 2010.

         The Company may prepay this Note from time to time without premium or
penalty as provided in the Securities Purchase Agreement. Payments hereunder
shall be applied first to the payment of accrued interest and then to the
reduction of principal. This Note is issued pursuant to and is subject to the
Securities Purchase Agreement which, among other things, provides for
acceleration of the maturity hereof upon the occurrence of an Event of Default,
as defined in the Securities Purchase Agreement. The undersigned agrees to pay
all costs of collection, including reasonable attorney's fees, in the event this
Note is not paid when due. This Note is being delivered in, and shall be
governed by, the laws of the State of Alabama. Presentment or other demand for
payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.

                                       BELL MICROPRODUCTS INC.


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                         9.125% SENIOR SUBORDINATED NOTE


$58,000,000                                          Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of
TEACHERS' RETIREMENT SYSTEMS OF ALABAMA (the "Holder") at its office in
Montgomery, Alabama or at such other place as may be designated from time to
time by the Holder the principal sum of Fifty-Eight Million United States
Dollars ($58,000,000) together with interest on the unpaid principal balance
hereof from the date hereof until this Note is fully paid, at an annual rate of
interest equal to nine and one-eighth percent (9.125%).

         Accrued interest under this Note shall be payable quarterly on
September 30, 2000, December 31, 2000, March 30, 2001 and June 30, 2001. The
unpaid principal balance of the Note automatically and unconditionally shall be
due and payable in full on June 30, 2001.

         The Company may not prepay this Note prior to January 6, 2001. The
Company may prepay this Note from time to time on or after January 6, 2001
without premium or penalty as provided in the Securities Purchase Agreement.
Payments hereunder shall be applied first to the payment of accrued interest and
then to the reduction of principal. This Note is issued pursuant to and is
subject to the Securities Purchase Agreement which, among other things, provides
for acceleration of the maturity hereof upon the occurrence of an Event of
Default, as defined in the Securities Purchase Agreement. The undersigned agrees
to pay all costs of collection, including reasonable attorney's fees, in the
event this Note is not paid when due. This Note is being delivered in, and shall
be governed by, the laws of the State of Alabama. Presentment or other demand
for payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.


                                       BELL MICROPRODUCTS INC.


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                         9.125% SENIOR SUBORDINATED NOTE


$14,000,000                                            Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of
EMPLOYEES' RETIREMENT SYSTEMS OF ALABAMA (the "Holder") at its office in
Montgomery, Alabama or at such other place as may be designated from time to
time by the Holder the principal sum of Fourteen Million United States Dollars
($14,000,000) together with interest on the unpaid principal balance hereof from
the date hereof until this Note is fully paid, at an annual rate of interest
equal to nine and one-eighth percent (9.125%).

         Accrued interest under this Note shall be payable quarterly on
September 30, 2000, December 31, 2000, March 30, 2001 and June 30, 2001. The
unpaid principal balance of the Note automatically and unconditionally shall be
due and payable in full on June 30, 2001.

         The Company may not prepay this Note prior to January 6, 2001. The
Company may prepay this Note from time to time on or after January 6, 2001
without premium or penalty as provided in the Securities Purchase Agreement.
Payments hereunder shall be applied first to the payment of accrued interest and
then to the reduction of principal. This Note is issued pursuant to and is
subject to the Securities Purchase Agreement which, among other things, provides
for acceleration of the maturity hereof upon the occurrence of an Event of
Default, as defined in the Securities Purchase Agreement. The undersigned agrees
to pay all costs of collection, including reasonable attorney's fees, in the
event this Note is not paid when due. This Note is being delivered in, and shall
be governed by, the laws of the State of Alabama. Presentment or other demand
for payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.


                                       BELL MICROPRODUCTS INC.


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                         9.125% SENIOR SUBORDINATED NOTE


$3,000,000                                            Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of PEIRAF -
DEFERRED COMPENSATION PLAN (the "Holder") at its office in Montgomery, Alabama
or at such other place as may be designated from time to time by the Holder the
principal sum of Three Million United States Dollars ($3,000,000) together with
interest on the unpaid principal balance hereof from the date hereof until this
Note is fully paid, at an annual rate of interest equal to nine and one-eighth
percent (9.125%).

         Accrued interest under this Note shall be payable quarterly on
September 30, 2000, December 31, 2000, March 30, 2001 and June 30, 2001. The
unpaid principal balance of the Note automatically and unconditionally shall be
due and payable in full on June 30, 2001.

         The Company may not prepay this Note prior to January 6, 2001. The
Company may prepay this Note from time to time on or after January 6, 2001
without premium or penalty as provided in the Securities Purchase Agreement.
Payments hereunder shall be applied first to the payment of accrued interest and
then to the reduction of principal. This Note is issued pursuant to and is
subject to the Securities Purchase Agreement which, among other things, provides
for acceleration of the maturity hereof upon the occurrence of an Event of
Default, as defined in the Securities Purchase Agreement. The undersigned agrees
to pay all costs of collection, including reasonable attorney's fees, in the
event this Note is not paid when due. This Note is being delivered in, and shall
be governed by, the laws of the State of Alabama. Presentment or other demand
for payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.


                                       BELL MICROPRODUCTS INC.


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED JULY 6, 2000 BETWEEN BELL MICROPRODUCTS INC. AND THE
RETIREMENT SYSTEMS OF ALABAMA (the "Securities Purchase Agreement"). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF
THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY
ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES
PURCHASE AGREEMENT.


                         9.125% SENIOR SUBORDINATED NOTE


$5,000,000                                           Dated:  July 6, 2000

         FOR VALUE RECEIVED, the undersigned, BELL MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of STATE
EMPLOYEES' HEALTH INSURANCE FUND (the "Holder") at its office in Montgomery,
Alabama or at such other place as may be designated from time to time by the
Holder the principal sum of Five Million United States Dollars ($5,000,000)
together with interest on the unpaid principal balance hereof from the date
hereof until this Note is fully paid, at an annual rate of interest equal to
nine and one-eighth percent (9.125%).

         Accrued interest under this Note shall be payable quarterly on
September 30, 2000, December 31, 2000, March 30, 2001 and June 30, 2001. The
unpaid principal balance of the Note automatically and unconditionally shall be
due and payable in full on June 30, 2001.

         The Company may not prepay this Note prior to January 6, 2001. The
Company may prepay this Note from time to time on or after January 6, 2001
without premium or penalty as provided in the Securities Purchase Agreement.
Payments hereunder shall be applied first to the payment of accrued interest and
then to the reduction of principal. This Note is issued pursuant to and is
subject to the Securities Purchase Agreement which, among other things, provides
for acceleration of the maturity hereof upon the occurrence of an Event of
Default, as defined in the Securities Purchase Agreement. The undersigned agrees
to pay all costs of collection, including reasonable attorney's fees, in the
event this Note is not paid when due. This Note is being delivered in, and shall
be governed by, the laws of the State of Alabama. Presentment or other demand
for payment, notice of dishonor and protest are expressly waived.

         The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.


                                       BELL MICROPRODUCTS INC.


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________