BELL MICROPRODUCTS, INC.

                         MANAGEMENT RETENTION AGREEMENT



          This  Management  Retention  Agreement (the  "Agreement")  is made and
entered into by and between __________ (the "Employee") and Bell  Microproducts,
Inc.  (the  "Company"),  effective  as of  the  latest  date  set  forth  by the
signatures of the parties hereto below (the "Effective Date").

                                 R E C I T A L S


A.  It is  expected  that  the  Company  from  time to time  will  consider  the
possibility of an acquisition by another company or other change of control. The
Board  of  Directors  of  the  Company  (the  "Board")   recognizes   that  such
consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities.  The Board has determined that it
is in the best interests of the Company and its  stockholders to assure that the
Company will have the  continued  dedication  and  objectivity  of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

          B. The Board  believes that it is in the best interests of the Company
and its  stockholders  to provide the Employee with an incentive to continue his
employment  and to motivate  the  Employee to maximize  the value of the Company
upon a Change of Control for the benefit of its stockholders.

          C. The Board  believes  that it is  imperative to provide the Employee
with certain  severance  benefits  upon  Employee's  termination  of  employment
following  a Change  of  Control  which  provides  the  Employee  with  enhanced
financial  security and provides  incentive and encouragement to the Employee to
remain with the Company notwithstanding the possibility of a Change of Control.

          D.  Certain  capitalized  terms used in the  Agreement  are defined in
Section 4 below.

          The parties hereto agree as follows:

          1. Term of  Agreement.  This  Agreement  shall  terminate  three years
following the Effective Date, unless a Change of Control has occurred as of such
time,  in which  case  this  Agreement  shall  terminate  upon the date that all
obligations  of the parties  hereto  with  respect to this  Agreement  have been
satisfied. This Agreement may be extended unilaterally by the Company by written
resolutions adopted by the Board prior to the termination of this Agreement.

          2. At-Will Employment.  The Company and the Employee  acknowledge that
the Employee's  employment is and shall continue to be at-will, as defined under
applicable  law.  If  the  Employee's  employment  terminates  for  any  reason,
including (without limitation) any termination prior to a Change of Control, the
Employee  shall not be entitled to any payments,  benefits,  damages,  awards or
compensation  other than as provided by this  Agreement,  or as may otherwise be
available

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in accordance  with the Company's  written  employee  plans or pursuant to other
written agreements with the Company.

          3.      Severance Benefits.

                  (a)  Termination   Following  A  Change  of  Control.  If  the
Employee's employment terminates at any time within twelve (12) months following
a Change of Control,  then, subject to Section 4, the Employee shall be entitled
to receive the following severance benefits:

                             (i)  Involuntary  Termination.  If  the  Employee's
employment is terminated as a result of Involuntary  Termination  other than for
Cause, then the Employee shall receive the following severance benefits from the
Company:

                                    (1) Severance  Payment. A cash payment in an
amount equal to one hundred percent (100%) of the Employee's Base Salary.

                                    (2) Continued Employee Benefits. One hundred
percent (100%)  Company-paid  health,  dental and life insurance coverage at the
same level of coverage as was provided to such employee immediately prior to the
Change of Control (the "Company-Paid  Coverage") under the Company's plans. Such
coverage  shall be provided under either (at the Company's  discretion)  (i) the
Company's plans, or (ii) no less favorable plans or arrangements  secured by the
Company. If such coverage included the Employee's  dependents  immediately prior
to the  Change of  Control,  such  dependents  shall  also be covered at Company
expense.  Company-Paid Coverage shall continue until the earlier of (i) one year
from the date of the Change of Control,  or (ii) the date that the  Employee and
his dependents become covered under another  employer's group health,  dental or
life insurance  plans that provide  Employee and his dependents  with comparable
benefits  and levels of coverage.  For  purposes of Title X of the  Consolidated
Budget Reconciliation Act of 1985 ("COBRA"),  the date of the "qualifying event"
for Employee and his  dependents  shall be the date upon which the  Company-Paid
Coverage terminates.

                                    (3) Stock Option  Accelerated  Vesting.  One
hundred  percent (100%) of the unvested  portion of any stock option held by the
Employee shall  automatically be accelerated in full so as to become  completely
vested;  provided,  however,  that if such potential vesting  acceleration would
cause a  contemplated  Change of Control  transaction  that was  intended  to be
accounted for as a  "pooling-of-interests"  transaction to become ineligible for
such accounting  treatment under generally accepted  accounting  principles,  as
determined by the Company's  independent public accountants (the  "Accountants")
prior to the Change of Control,  Employee's  stock options and restricted  stock
shall not have their vesting so accelerated.

                  (b) Timing of Severance  Payments.  Any  severance  payment to
which Employee is entitled under Section 4(a)(i) shall be paid by the Company to
the Employee (or to the Employee's  successors in interest,  pursuant to Section
7(b)) in cash and in full,  not later than thirty (30) calendar  days  following
the Termination Date.


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<PAGE>



                  (c)  Voluntary  Resignation;  Termination  For  Cause.  If the
Employee's   employment   terminates  by  reason  of  the  Employee's  voluntary
resignation  (and is not an  Involuntary  Termination),  or if the  Employee  is
terminated  for  Cause,  then the  Employee  shall not be  entitled  to  receive
severance or other benefits except for those (if any) as may then be established
under the Company's  then existing  written  employee plans or pursuant to other
written agreements with the Company.

                  (d)  Disability;   Death.   If  the  Company   terminates  the
Employee's  employment  as a  result  of  the  Employee's  Disability,  or  such
Employee's  employment is terminated due to the death of the Employee,  then the
Employee shall not be entitled to receive severance or other benefits except for
those (if any) as may then be  established  under the  Company's  then  existing
written employee plans or pursuant to other written agreements with the Company.

                  (e) Termination Apart from Change of Control. In the event the
Employee's  employment  is  terminated  for  any  reason,  either  prior  to the
occurrence  of a  Change  of  Control  or after  the  twelve  (12)-month  period
following a Change of Control,  then the  Employee  shall be entitled to receive
severance  and any  other  benefits  only as may then be  established  under the
Company's  existing  severance  and benefits  plans and practices or pursuant to
other agreements with the Company.

          4.  Limitation on Payments.  In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (i)
constitute  "parachute  payments"  within the  meaning  of  Section  280G of the
Internal  Revenue  Code of 1986,  as amended  (the "Code") and (ii) but for this
Section 4, would be  subject  to the excise tax  imposed by Section  4999 of the
Code,  then the Employee's  severance  benefits  under Section  3(a)(i) shall be
reduced as to such lesser extent as would result in no portion of such severance
benefits being subject to excise tax under Section 4999 of the Code.  Unless the
Company and the Employee otherwise agree in writing, any determination  required
under  this  Section 4 shall be made in  writing  by the  Company's  independent
public accountants  immediately prior to Change of Control (the  "Accountants"),
whose  determination  shall be conclusive  and binding upon the Employee and the
Company for all purposes.  For purposes of making the  calculations  required by
this  Section  4,  the   Accountants   may  make   reasonable   assumptions  and
approximations  concerning  applicable  taxes and may rely on  reasonable,  good
faith  interpretations  concerning the  application of Sections 280G and 4999 of
the Code.  The Company and the Employee  shall furnish to the  Accountants  such
information and documents as the Accountants may reasonably  request in order to
make a  determination  under this Section.  The Company shall bear all costs the
Accountants   may  reasonably   incur  in  connection   with  any   calculations
contemplated by this Section 4.

          5.  Definition  of Terms.  The  following  terms  referred  to in this
Agreement shall have the following meanings:

                    (a) Base  Salary.  "Base  Salary"  means an amount  equal to
twelve  (12) times  Employee's  monthly  Company  salary for the last full month
preceding the Change of Control.


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<PAGE>



                    (b)  Cause.  "Cause"  shall  mean  (i) any  act of  personal
dishonesty taken by the Employee in connection with his  responsibilities  as an
employee  and  intended  to result in  substantial  personal  enrichment  of the
Employee,  (ii) the conviction of a felony,  (iii) a willful act by the Employee
which  constitutes  gross misconduct and which is injurious to the Company,  and
(iv) following delivery to the Employee of a written demand for performance from
the Company which describes the basis for the Company's belief that the Employee
has not substantially performed his duties, continued violations by the Employee
of the Employee's  obligations to the Company which are demonstrably willful and
deliberate on the Employee's part.

                    (c)  Change  of  Control.  "Change  of  Control"  means  the
occurrence of any of the following events:

                             (i) Any  "person" (as such term is used in Sections
13(d)  and 14(d) of the  Securities  Exchange  Act of 1934,  as  amended)  is or
becomes  the  "beneficial  owner" (as  defined  in Rule  13d-3  under said Act),
directly or indirectly, of securities of the Company representing 50% or more of
the total voting power  represented  by the Company's  then  outstanding  voting
securities; or

                             (ii) A  change  in  the  composition  of the  Board
occurring within a two-year  period,  as a result of which fewer than a majority
of the directors  are  Incumbent  Directors.  "Incumbent  Directors"  shall mean
directors who either (A) are directors of the Company as of the date hereof,  or
(B) are elected,  or nominated for election,  to the Board with the  affirmative
votes of at least a  majority  of the  Incumbent  Directors  at the time of such
election or nomination  (but shall not include an individual  whose  election or
nomination is in connection with an actual or threatened  proxy contest relating
to the election of directors to the Company); or

                             (iii) The  stockholders  of the  Company  approve a
merger or consolidation of the Company with any other corporation,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  at least  fifty  percent  (50%) of the  total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation,  or the stockholders
of the  Company  approve a plan of  complete  liquidation  of the  Company or an
agreement for the sale or disposition by the Company of all or substantially all
the Company's assets.

                  (d) Disability.  "Disability" shall mean that the Employee has
been unable to perform his Company duties as the result of his incapacity due to
physical  or mental  illness,  and such  inability,  at least 26 weeks after its
commencement, is determined to be total and permanent by a physician selected by
the Company or its insurers  and  acceptable  to the Employee or the  Employee's
legal  representative (such Agreement as to acceptability not to be unreasonably
withheld).  Termination  resulting from Disability may only be effected after at
least 30 days'  written  notice by the Company of its intention to terminate the
Employee's employment. In the event that the Employee resumes the performance of
substantially  all  of  his  duties  hereunder  before  the  termination  of his
employment  becomes   effective,   the  notice  of  intent  to  terminate  shall
automatically be deemed to have been revoked.

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<PAGE>



                  (e) Involuntary Termination.  "Involuntary  Termination" shall
mean (i)  without  the  Employee's  express  written  consent,  the  significant
reduction of the Employee's duties,  authority or responsibilities,  relative to
the Employee's duties,  authority or  responsibilities  as in effect immediately
prior to such  reduction,  or the assignment to Employee of such reduced duties,
authority or  responsibilities;  (ii)  without the  Employee's  express  written
consent,  a  substantial  reduction,  without  good  business  reasons,  of  the
facilities and perquisites  (including  office space and location)  available to
the  Employee  immediately  prior to such  reduction;  (iii) a reduction  by the
Company in the base  salary of the  Employee as in effect  immediately  prior to
such reduction; (iv) a material reduction by the Company in the kind or level of
employee  benefits,  including  bonuses,  to which  the  Employee  was  entitled
immediately prior to such reduction with the result that the Employee's  overall
benefits package is significantly reduced; (v) the relocation of the Employee to
a facility or a location more than  thirty-five  (35) miles from the  Employee's
then present location,  without the Employee's express written consent; (vi) any
purported  termination  of the Employee by the Company which is not effected for
Disability  or for Cause,  or any  purported  termination  for which the grounds
relied  upon are not  valid;  (vii) the  failure  of the  Company  to obtain the
assumption  of this  agreement by any  successors  contemplated  in Section 6(a)
below;  or (viii) any act or set of facts or  circumstances  which would,  under
California  case law or statute  constitute a  constructive  termination  of the
Employee.

                  (f)  Termination  Date.  "Termination  Date" shall mean (i) if
this  Agreement is  terminated by the Company for  Disability,  thirty (30) days
after notice of termination is given to the Employee (provided that the Employee
shall  not have  returned  to the  performance  of the  Employee's  duties  on a
full-time  basis during such thirty  (30)-day  period),  (ii) if the  Employee's
employment is terminated by the Company for any other reason,  the date on which
a notice of termination is given, provided that if within thirty (30) days after
the Company gives the Employee notice of termination,  the Employee notifies the
Company that a dispute  exists  concerning  the  termination or the benefits due
pursuant to this Agreement, then the Termination Date shall be the date on which
such dispute is finally  determined,  either by mutual written  agreement of the
parties,  or a by final  judgment,  order  or  decree  of a court  of  competent
jurisdiction  (the time for appeal therefrom having expired and no appeal having
been  perfected),  or (iii) if the Agreement is terminated by the Employee,  the
date on which the Employee delivers the notice of termination to the Company.

          6.      Successors.

                  (a)  Company's  Successors.   Any  successor  to  the  Company
(whether  direct or indirect  and whether by  purchase,  merger,  consolidation,
liquidation or otherwise) to all or substantially all of the Company's  business
and/or  assets  shall  assume the  obligations  under this  Agreement  and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such  obligations
in the absence of a succession.  For all purposes under this Agreement, the term
"Company"  shall include any successor to the Company's  business  and/or assets
which executes and delivers the assumption  agreement  described in this Section
6(a) or which becomes bound by the terms of this Agreement by operation of law.


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<PAGE>



                  (b) Employee's Successors. The terms of this Agreement and all
rights  of the  Employee  hereunder  shall  inure  to  the  benefit  of,  and be
enforceable  by, the Employee's  personal or legal  representatives,  executors,
administrators, successors, heirs, distributees, devisees and legatees.

          7.      Notice.

                  (a) General. Notices and all other communications contemplated
by this  Agreement  shall be in  writing  and  shall be deemed to have been duly
given when personally  delivered or when mailed by U.S.  registered or certified
mail, return receipt requested and postage prepaid. In the case of the Employee,
mailed  notices  shall be  addressed  to him at the home  address  which he most
recently  communicated  to the Company in writing.  In the case of the  Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its Secretary.

                  (b) Notice of Termination.  Any termination by the Company for
Cause  or  by  the  Employee  as a  result  of a  voluntary  resignation  or  an
Involuntary  Termination shall be communicated by a notice of termination to the
other party hereto given in accordance with Section 7(a) of this Agreement. Such
notice  shall  indicate  the specific  termination  provision in this  Agreement
relied upon,  shall set forth in reasonable  detail the facts and  circumstances
claimed to provide a basis for termination under the provision so indicated, and
shall specify the  termination  date (which shall be not more than 30 days after
the giving of such notice). The failure by the Employee to include in the notice
any  fact  or  circumstance  which  contributes  to  a  showing  of  Involuntary
Termination shall not waive any right of the Employee  hereunder or preclude the
Employee  from  asserting  such fact or  circumstance  in  enforcing  his rights
hereunder.

          8.      Miscellaneous Provisions.

                    (a) No Duty to Mitigate.  The Employee shall not be required
to mitigate the amount of any payment contemplated by this Agreement,  nor shall
any such payment be reduced by any  earnings  that the Employee may receive from
any other source.

                    (b)  Waiver.   No  provision  of  this  Agreement  shall  be
modified,  waived or discharged unless the modification,  waiver or discharge is
agreed to in writing and signed by the Employee and by an authorized  officer of
the Company (other than the  Employee).  No waiver by either party of any breach
of, or of compliance  with,  any condition or provision of this Agreement by the
other party shall be considered a waiver of any other  condition or provision or
of the same condition or provision at another time.

                    (c)  Whole  Agreement.  No  agreements,  representations  or
understandings  (whether oral or written and whether  express or implied)  which
are not expressly set forth in this  Agreement have been made or entered into by
either  party  with  respect  to  the  subject  matter  hereof.  This  Agreement
supersedes in their entirety any prior or  contemporaneous  agreements,  whether
written, oral, express or implied, relating to the subject matter hereof.


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<PAGE>


                    (d)   Choice   of   Law.   The   validity,   interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of California.

                    (e) Severability.  The invalidity or unenforceability of any
provision  or  provisions  of this  Agreement  shall not affect the  validity or
enforceability of any other provision  hereof,  which shall remain in full force
and effect.

                    (f)   Withholding.   All  payments  made  pursuant  to  this
Agreement  will be subject to  withholding  of applicable  income and employment
taxes.

                    (g)   Counterparts.   This  Agreement  may  be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together will constitute one and the same instrument.

                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
Agreement,  in the case of the Company by its duly authorized officer, as of the
day and year set forth below.


COMPANY                          BELL MICROPRODUCTS, INC.



                                ------------------------------------------------



EMPLOYEE
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                                 Date:


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