| (a) | that, by accepting the terms of this letter, each Obligor is deemed to represent and warrant to each of the other parties to the Credit Agreement that the representations and warranties in clauses 14.1 and 14.2 of the Credit Agreement are true and complied with at the date of such acceptance; and |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b) | that BMUK shall pay to the Agent the amount of any fees, costs or expenses incurred in connection with this letter and the transactions contemplated hereby promptly on demand. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| EXECUTED AS A DEED by                         | ) | /s/ Jeffery J. White  |
|-----------------------------------------------|---|-----------------------|
| BANK OF AMERICA, NATIONAL                     | ) | Jeffery J. White      |
| ASSOCIATION acting by its duly                | ) | Senior Vice President |
|  authorised signatory in the presence of | ) |                  |

| Witness signature:  | /s/ Lisa Giampaolo        |
|---------------------|---------------------------|
| Witness name:       | Lisa Giampaolo            |
| Witness address:    | 200 Glastonbury Blvd.     |
|                | Glastonbury, CT 06033     |
| Witness occupation: | Senior Doc. Administrator |

----

| EXECUTED AS A DEED by BELL  | )                  |         |
|-----------------------------|--------------------|--------------|
| MICROPRODUCTS LIMITED       | )                  |         |
| on being signed by Nick Lee | )                  |         |
| a Director                  | )                  | /s/ Nick Lee |
| in the presence of:         |               | (Director)   |
|                        |               |         |
| Witness signature:          | /s/ Geoff Eldridge |         |
| Witness name:               | Geoff Eldridge     |         |
| Witness address:            | 37 Meadowview Road |         |
|                        | KT19 9TS, UK       |         |
| Witness occupation:         | Treasurer          |         |
|                        |               |         |

| EXECUTED AS A DEED by BELL          | )                  |         |
|-------------------------------------|--------------------|--------------|
| MICROPRODUCTS EUROPE EXPORT LIMITED | ))                 |         |
| on being signed by Nick Lee         | )                  |         |
| a Director                          | )                  | /s/ Nick Lee |
| in the presence of:                 |               | (Director)   |
|                                |               |         |
| Witness signature:                  | /s/ Geoff Eldridge |         |
| Witness name:                       | Geoff Eldridge     |         |
| Witness address:                    | 37 Meadowview Road |         |
|                                | KT19 9TS, UK       |         |
| Witness occupation:                 | Treasurer          |         |
|                                |               |         |

| EXECUTED AS A DEED by BELL  | )                  |         |
|-----------------------------|--------------------|--------------|
| MICROPRODUCTS (US) LIMITED  | )                  |         |
| on being signed by Nick Lee | )                  |         |
| a Director                  | )                  | /s/ Nick Lee |
| in the presence of:         |               | (Director)   |
|                        |               |         |
| Witness signature:          | /s/ Geoff Eldridge |         |
| Witness name:               | Geoff Eldridge     |         |
| Witness address:            | 37 Meadowview Road |         |
|                        | KT19 9TS, UK       |         |
| Witness occupation:         | Treasurer          |         |
|                        |               |         |

| SIGNED AS A DEED by BELL  | )      |         |
|---------------------------|--------|--------------|
| MICROPRODUCTS EUROPE B.V. | )      |         |
| acting by Nick Lee        | )      |         |
| Director                  | )      | /s/ Nick Lee |
|                      |   | (Director)   |

| SIGNED AS A DEED by BELL | )      |         |
|--------------------------|--------|--------------|
| MICROPRODUCTS S.A.R.L.   | )      |         |
| acting by Nick Lee       | )      |         |
| Gerant                   | )      | /s/ Nick Lee |
|                     |   | (Gerant)     |

| SIGNED AS A DEED by BELL | )      |         |
|--------------------------|--------|--------------|
| MICROPRODUCTS BVBA       | )      |         |
| acting by Nick Lee       | )      |         |
| Director                 | )      | /s/ Nick Lee |
|                     |   | (Director)   |

| SIGNED AS A DEED by BELL | )      |         |
|--------------------------|--------|--------------|
| MICROPRODUCTS S.R.L..    | )      |         |
| acting by Nick Lee       | )      |         |
| Director                 | )      | /s/ Nick Lee |
|                     |   | (Director)   |

| SIGNED AS A DEED by BELL             | )      |         |
|--------------------------------------|--------|--------------|
| MICROPRODUCTS EUROPE (HOLDINGS) B.V. | ))     |         |
| acting by Nick Lee                   | )      |         |
| Director                             | )      | /s/ Nick Lee |
|                                 |   | (Director)   |

| SIGNED AS A DEED by BM         | )      |                 |
|--------------------------------|--------|----------------------|
| EUROPE PARTNERS C.V.           | )      |                 |
| acting by its general partner  | )      |                 |
| Bell Microproducts Europe Inc. | )      | /s/ Andrew S. Hughes |
|                           |   | VP & Secretary   |