<PAGE>
                                                                  EXHIBIT 10.43

                                FIRST AMENDMENT
                         TO LOAN AND SECURITY AGREEMENT


         This First Amendment To Loan And Security Agreement (the "First
Amendment") dated as of December 31, 2002, is entered into by and among Bell
Microproducts Inc., a California corporation ("Borrower Agent"), Bell
Microproducts - Future Tech, Inc., a California corporation ("Future Tech"),
Rorke Data, Inc., a Minnesota corporation ("Rorke"), Bell Microproducts Canada -
Tenex Data ULC, a Nova Scotia unlimited liability company ("Tenex", and together
with Borrower Agent, Future-Tech, and Rorke individually, a "Borrower" and
collectively, "Borrowers"), Bell Microproducts Canada Inc., a California
corporation ("Guarantor"), the financial institutions from time to time parties
to the Loan Agreement (as defined below) as lenders (each individually, a
"Lender" and collectively, "Lenders") and Congress Financial Corporation
(Western) in its capacity as administrative, collateral and syndication agent
for Lenders (in such capacity, "Administrative Agent"), with reference to the
following facts:

                                    RECITALS

         A. Lenders are extending various secured financial accommodations to
Borrowers upon the terms of that certain Loan and Security Agreement dated as of
May 14, 2001 (the "Loan Agreement").

         B. Lenders wish to extend various secured financial accommodations to
Total Tec Systems, Inc. upon the same terms of the Loan Agreement.

         C. Borrowers, Lenders and Administrative Agent desire to amend the Loan
Agreement upon the terms and conditions set forth herein.

                                    AMENDMENT

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by each party hereto, Borrowers, Lenders and Administrative Agent
hereby agree as follows:

1. Defined Terms. Unless otherwise specified herein, any capitalized terms
defined in the Loan Agreement shall have the same respective meanings as used
herein.

         (a) The definition of "Borrower" as set forth in Section 1.12 of the
Loan Agreement shall be amended and restated in its entirety to read as follows:

             "'Borrower' or 'Borrowers' shall have the meaning set forth in the
             introductory paragraph hereof and shall also mean Total Tec, once
             the conditions set forth in Section 4.3 hereof are met."

         (b) The definition of "Borrowing Base" as set forth in Section 1.13 of
the Loan Agreement shall be amended and restated in its entirety to read as
follows:


                                       1
<PAGE>


             "'Borrowing Base' shall mean at any time:

                  (a) the sum of:

                           (i) eighty-five percent (85%) of the Net Amount of
                  the Eligible Accounts of Borrowers, provided that Revolving
                  Loans made in respect of Eligible Accounts that are Foreign
                  Accounts shall not exceed $20,000,000, plus

                           (ii) the lesser of

                                    (A) the sum of

                                             (1) solely with respect to Total
                                    Tec and until such time Administrative Agent
                                    conducts the next regularly scheduled
                                    appraisal of Inventory, thirty-five percent
                                    (35%) multiplied by the Value of Eligible
                                    Inventory of Total Tec, plus

                                             (2) with respect to all Borrowers
                                    but excluding Total Tec during such time
                                    Total Tec's advance rate on its Eligible
                                    Inventory is determined in accordance with
                                    clause (a)(ii)(A)(1) above, the lower of (y)
                                    fifty percent (50%) multiplied by the Value
                                    of Eligible Inventory of such Borrowers, or
                                    (z) eighty-five percent (85%) of the Net
                                    Recovery Percentage multiplied by the Value
                                    of Eligible Inventory of such Borrowers, or

                                    (B) the Inventory Loan Limit, minus

                  (b) reserves to reflect outstanding Letter of Credit
         Accommodations as provided in Section 2.2 hereof, minus

                  (c) the Dilution Reserve, minus

                  (d) the Priority Payables Reserve, minus

                  (e) the Bank Products Reserve, minus

                  (f) all other reserves (including, without limitation,
         reserves with respect to security interests or liens of third parties
         permitted hereunder or in connection with litigation) which
         Administrative Agent may, in good faith, deem necessary or desirable to
         maintain, including, without limitation, reserves for any amounts which
         Administrative Agent or any Lender may need to pay in the future for
         the account of any Borrower or Guarantor. Without limiting the reserves
         Administrative Agent may establish, Administrative Agent may establish
         reserves for (u) payments owing to RSA and its Affiliates, whether
         under the RSA Note or otherwise, (v) payments that may become due and
         payable by any Borrower under any foreign exchange contract upon the
         commencement of any foreign exchange contracts, (w) any exposure of any
         Borrower


                                       2
<PAGE>


         on account of settlements on foreign exchanges, (x) daylight overdrafts
         on foreign exchanges, (y) past due trade payables, and (z) book
         overdrafts and held checks. "

         (c) The definition of "Eurodollar Rate Margin" as set forth in Section
1.43 of the Loan Agreement shall be amended and restated in its entirety to read
as follows:

             "'Eurodollar Rate Margin' shall mean (a) two and one-quarter
             percent (2.25%) if the average daily principal balance of Revolving
             Loans during the immediately preceding calendar month is equal to
             or less than $60,000,000, (b) two and one-half percent (2.5%) if
             the average daily principal balance of Revolving Loans during such
             period is in excess of $60,000,000 but less than or equal to
             $120,000,000, and (c) two and three-quarter percent (2.75%) if the
             average daily principal balance of Revolving Loans during such
             period is in excess of $120,000,000 but less than or equal to
             $160,000,000. If the Borrower Agent completes an offering of its
             equity securities in which the net proceeds are at least
             $50,000,000 (which for purposes of this definition, such amount of
             net proceeds shall not include any amount of proceeds distributed
             by Borrower Agent to any other Person that is not a Borrower
             hereunder, as permitted pursuant to the terms of this Agreement),
             Borrowers may request that Lenders reduce the Eurodollar Rate
             Margin by up to one-quarter of one percent (0.25%). Lenders may,
             subject to Section 3.3(d), accede to or refuse such request in
             their sole discretion."

         (d) The definition of "Final Maturity Date" as set forth in Section
1.49 of the Loan Agreement shall be amended and restated in its entirety to read
as follows:

             "'Final Maturity Date' shall mean May 31, 2005."

         (e) The definition of "Interest Period" as set forth in Section 1.58 of
the Loan Agreement shall be amended and restated in its entirety to read as
follows:

             "'Interest Period' shall mean for any Eurodollar Rate Loan, a
             period of approximately one (1), two (2), three (3), or six (6)
             months duration as a Borrower (or Borrower Agent on behalf of such
             Borrower) may elect, the exact duration to be determined in
             accordance with the customary practice in the applicable Eurodollar
             Rate market; provided that no Borrower (and Borrower Agent on
             behalf of such Borrower) may elect an Interest Period which will
             end after the last day of the then-current term of this Agreement."

         (f) The definition of "Inventory Loan Limit" as set forth in Section
1.62 of the Loan Agreement shall be amended and restated in its entirety to read
as follows:

             "'Inventory Loan Limit' shall mean $80,000,000."

         (g) The definition of "Prime Rate Margin" as set forth in Section 1.78
of the Loan Agreement shall be amended and restated in its entirety to read as
follows:

             "'Prime Rate Margin' shall mean (a) zero percent (0%) if the
             average daily principal balance of Revolving Loans during the
             immediately preceding calendar


                                       3
<PAGE>


             month is equal to or less than $60,000,000, (b) one-quarter of one
             percent (0.25%) if the average daily principal balance of Revolving
             Loans during such period is in excess of $60,000,000 but less than
             or equal to $120,000,000, and (c) one-half of one percent (0.5%) if
             the average daily principal balance of Revolving Loans during such
             period is in excess of $120,000,000 but less than or equal to
             $160,000,000. If the Borrower Agent completes an offering of its
             equity securities in which the net proceeds are at least
             $50,000,000 (which for purposes of this definition, such amount of
             net proceeds shall not include any amount of proceeds distributed
             by Borrower Agent to any other Person that is not a Borrower
             hereunder, as permitted pursuant to the terms of this Agreement),
             Borrowers may request that Lenders reduce the Prime Rate Margin by
             up to one-quarter of one percent (0.25%). Lenders may, subject to
             Section 3.3(d), accede to or refuse such request in their sole
             discretion."

         (h) The definition of "Revolving Loan Commitment" as set forth in
Section 1.88 of the Loan Agreement shall be amended and restated in its entirety
to read as follows:

             "'Revolving Loan Commitment' shall mean, at any time, as to each
             Lender, the principal amount set forth below designated as the
             Revolving Loan Commitment or on Schedule 1 to the Assignment and
             Acceptance Agreement pursuant to which such Lender became a Lender
             hereunder in accordance with the provisions of Section 13.6 hereof,
             as the same may be adjusted from time to time in accordance with
             the terms hereof; sometimes being collectively referred to herein
             as 'Revolving Loan Commitments':

<Table>
<Caption>
                                                                REVOLVING LOAN
                                  LENDER                          COMMITMENT                  PRO RATA SHARE
                     ---------------------------------- ------------------------------- -----------------------------
<S>                                                     <C>                             <C>
                     Congress Financial Corporation              $50,000,000                      31.250%
                     (Western)

                     The CIT Group /Business Credit,             $35,000,000                      21.875%
                     Inc.

                     Bank of America, N.A.                       $30,000,000                      18.750%

                     PNC Bank, national association              $25,000,000                      15.625%

                     LaSalle Business Credit, Inc.               $20,000,000                      12.500%
</Table>


         (i) The definition of "Revolving Loan Limit" as set forth in Section
1.89 of the Loan Agreement shall be amended and restated in its entirety to read
as follows:

             "'Revolving Loan Limit' shall mean $160,000,000."

         (j) The term "Total Tec" shall be added to Section 1 of the Loan
Agreement in alphabetical order and shall read in its entirety as follows:


                                       4
<PAGE>


             "'Total Tec' shall mean Total Tec Systems, Inc., a New Jersey
corporation."

2. Early Termination Fee and Waiver of Early Termination Fee.

         (a) The first sentence of Section 3.3(d) of the Loan Agreement shall be
amended and restated in its entirety to read as follows:

             "(d) If for any reason this Agreement is terminated prior to the
             Final Maturity Date, in view of the impracticality and extreme
             difficulty of ascertaining actual damages and by mutual agreement
             of the parties as to a reasonable calculation of Administrative
             Agent's and Lenders' lost profits as a result thereof, Borrowers
             agree to pay to Administrative Agent, for the benefit of Lenders
             based upon their respective Pro Rata Shares, upon the effective
             date of such termination an early termination fee equal to (i) one
             percent (1.0%) of the Revolving Loan Limit if the effective date of
             such termination is on or prior to May 31, 2004, and (ii) one-half
             of one percent (0.5%) of the Revolving Loan Limit if the effective
             date of such termination is after May 31, 2004 but before November
             30, 2004. The parties acknowledge and agree that no early
             termination fee is due if any such termination occurs on the Final
             Maturity Date."

         (b) Clause (A)(3) of Section 3.3(d) of the Loan Agreement shall be
amended and restated in its entirety to read as follows:

             "(3) a refinancing by First Union National Bank (or its
             successors), if such refinancing occurs after Borrower Agent has
             completed a sale of its equity securities resulting in net proceeds
             of at least $50,000,000 (which for purposes of this section, such
             amount of net proceeds shall not include any amount of proceeds
             distributed by Borrower Agent to any other Person that is not a
             Borrower hereunder, as permitted pursuant to the terms of this
             Agreement) and Lenders have refused a request by Borrowers to
             reduce the Prime Rate Margin and the Eurodollar Rate Margin by up
             to one-quarter of one percent (0.25%), or"

3. Conditions Precedent. The following shall be added as Section 4.3 of the Loan
Agreement:

             "4.3 Conditions Precedent to Total Tec becoming a Borrower and
         to Initial Revolving Loans and Letter of Credit Accommodations to Total
         Tec. Each of the following is a condition precedent to Total Tec
         becoming a Borrower and Administrative Agent and Lenders making the
         initial Revolving Loans and providing the initial Letter of Credit
         Accommodations hereunder to Total Tec:

                  (a) Administrative Agent shall have received, in form and
             substance satisfactory to Administrative Agent, all releases,
             terminations and such other documents as Administrative Agent may
             request, including, but not limited to, (i) UCC termination
             statements for any UCC financing statements previously filed
             against Total Tec, except for those security interests and liens
             set forth on Schedule 8.4 hereof; and (ii) satisfactions and
             discharges of any mortgages, deeds of trust or deeds to secure debt
             by Total Tec in favor of any Person, in form acceptable for
             recording with the appropriate Governmental Authority;


                                       5
<PAGE>


                  (b) all requisite corporate action and proceedings in
             connection with this Agreement and the other Financing Agreements
             shall be satisfactory in form and substance to Administrative
             Agent, and Administrative Agent shall have received all information
             and copies of all documents, including records of requisite
             corporate action and proceedings which Administrative Agent may
             have requested in connection therewith, such documents where
             requested by Administrative Agent or its counsel to be certified by
             appropriate corporate officers or Governmental Authority (and
             including a copy of the certificate of incorporation of Total Tec
             certified by the Secretary of State (or equivalent Governmental
             Authority) which shall set forth the same complete corporate name
             of Total Tec as is set forth herein and such document as shall set
             forth the organizational identification number of Total Tec, if one
             is issued in its jurisdiction of incorporation);

                  (c) no material adverse change shall have occurred in the
             assets, business or prospects of Total Tec since the date of
             Administrative Agent's latest field examination, and no change or
             event shall have occurred which would impair the ability of Total
             Tec to perform its obligations hereunder or under any of the other
             Financing Agreements to which it is a party or of Administrative
             Agent or any Lender to enforce the Obligations or realize upon the
             Collateral, as it pertains to Total Tec;

                  (d) Administrative Agent shall have completed a field review
             of the Records and such other information with respect to the
             Collateral, as it pertains to Total Tec, as Administrative Agent
             may require to determine the amount of Revolving Loans available to
             Total Tec, the results of which shall be satisfactory to
             Administrative Agent;

                  (e) Administrative Agent shall have received, in form and
             substance satisfactory to Administrative Agent, all required
             consents, waivers, acknowledgments and other agreements from third
             persons which Administrative Agent may deem necessary or desirable
             in order to permit, protect and perfect its security interests in
             and liens upon the Collateral, as it pertains to Total Tec, or to
             effectuate the provisions or purposes of this Agreement and the
             other Financing Agreements, including, without limitation, a
             Collateral Access Agreement, with respect to Total Tec's premises
             located at 2 Gourmet Lane, Edison, New Jersey 08837;

                  (f) Total Tec shall have established the Blocked Accounts and
             Administrative Agent shall have received, in form and substance
             reasonably satisfactory to Administrative Agent, all agreements
             with the depository banks and Total Tec with respect to such
             Blocked Accounts as Administrative Agent may require pursuant to
             Section 6.3 hereof, duly authorized, executed and delivered by such
             depository banks and Total Tec;

                  (g) Administrative Agent shall have received evidence, in form
             and substance satisfactory to Administrative Agent, that
             Administrative Agent


                                       6
<PAGE>


             has, for the benefit of the Lenders, a valid perfected first
             priority security interest in all of the Collateral, as it pertains
             to Total Tec;

                  (h) Administrative Agent shall have received and reviewed lien
             and judgment search results for the jurisdiction of incorporation
             of Total Tec, the jurisdiction of the chief executive office of
             Total Tec and all jurisdictions in which assets of Total Tec are
             located, which search results shall be in form and substance
             satisfactory to Administrative Agent;

                  (i) Administrative Agent shall have received evidence of
             insurance and loss payee endorsements required hereunder and under
             the other Financing Agreements, in form and substance satisfactory
             to Administrative Agent, and certificates of insurance policies
             and/or endorsements naming Administrative Agent as loss payee, for
             the benefit of the Lenders;

                  (j) Administrative Agent shall have received, in form and
             substance satisfactory to Administrative Agent, such opinion
             letters of counsel to Total Tec with respect to the Financing
             Agreements and such other matters as Administrative Agent may
             request;

                  (k) the other Financing Agreements and all instruments and
             documents hereunder and thereunder shall have been duly executed
             and delivered to Administrative Agent, in form and substance
             satisfactory to Administrative Agent; and

                  (l) Administrative Agent shall have received a certificate
             from the President of Total Tec, in form and substance satisfactory
             to Administrative Agent, (i) confirming that Total Tec has received
             copies of this Agreement and the other Financing Agreements,
             together with such other documents and information as it has deemed
             appropriate to make its own decision to enter into this Agreement
             and the other Financing Agreements; (ii) appointing and authorizing
             the Borrower Agent to take such action as agent on its behalf and
             to exercise such powers under this Agreement and the Financing
             Agreements as are delegated to Borrower Agent by the terms hereof,
             together with such powers as are reasonably incidental thereto;
             (iii) agreeing that it will perform in accordance with their terms
             all of the obligations which by the terms of this Agreement and the
             Financing Agreements are required to be performed by it as a
             Borrower hereunder, and (iv) attesting that the representations and
             warranties contained in this Agreement and the other Financing
             Agreements are true and correct in all material respects, except as
             disclosed by Total Tec on schedules attached thereto." -

4. Collection of Accounts.

         (a) Section 6.3(a) of the Loan Agreement shall be amended and restated
in its entirety to read as follows:

             "(a) Each Borrower shall establish and maintain, at its expense,
             blocked accounts or lockboxes and related blocked accounts (in
             either case, "Blocked Accounts"),


                                       7
<PAGE>


             as Administrative Agent may specify, with such banks as are
             reasonably acceptable to Administrative Agent into which Borrowers
             shall promptly deposit and direct their respective account debtors
             to directly remit all payments on Accounts and all payments
             constituting proceeds of Inventory or other Collateral in the
             identical form in which such payments are made, whether by cash,
             check or other manner. The banks at which the Blocked Accounts are
             established shall enter into an agreement, in form and substance
             reasonably satisfactory to Administrative Agent, providing that all
             items received or deposited in the Blocked Accounts are the
             property of Administrative Agent, that the depository bank has no
             lien upon, or right to setoff against, the Blocked Accounts, the
             items received for deposit therein, or the funds from time to time
             on deposit therein and that with respect to the Blocked Accounts,
             the depository bank will wire, or otherwise transfer, in
             immediately available funds, on a daily basis, all funds received
             or deposited into such Blocked Accounts to such bank account of
             Administrative Agent as Administrative Agent may from time to time
             designate for such purpose ("Payment Account"); provided, however,
             that so long as the Excess Availability of Borrowers is equal to at
             least the greater of (i) fifteen percent (15%) of Borrowing Base or
             (ii) $15,000,000, and no Event of Default has occurred and is
             continuing, such funds will not be transferred to the Payment
             Account and the Borrower owning any such funds will be entitled to
             withdraw those funds from the Blocked Accounts for its own account.
             Each Borrower agrees that if the Excess Availability of Borrowers
             is less than the greater of (i) fifteen percent (15%) of Borrowing
             Base or (ii) $15,000,000, or an Event of Default has occurred and
             is continuing, then all payments made to such Blocked Accounts or
             other funds received and collected by Administrative Agent or any
             Lender, whether in respect of the Accounts, as proceeds of
             Inventory or other Collateral or otherwise shall be treated as
             payments to Administrative Agent and Lenders in respect of the
             Obligations and therefore shall constitute the property of
             Administrative Agent and Lenders to the extent of the then
             outstanding Obligations."

         (b) Section 6.3(c) of the Loan Agreement shall be amended and restated
in its entirety to read as follows:

             "(c) If the Excess Availability of Borrowers is less than the
             greater of (i) fifteen percent (15%) of Borrowing Base or (ii)
             $15,000,000, or if an Event of Default has occurred and is
             continuing (and without limiting Administrative Agent's and
             Lenders' other rights and remedies on account of such Event of
             Default), each Borrower and all of its directors, employees,
             agents, Subsidiaries and other Affiliates shall, acting as trustee
             for Administrative Agent and Lenders, receive, as the property of
             Administrative Agent and Lenders, any monies, checks, notes, drafts
             or any other payment relating to and/or proceeds of Collateral
             which come into their possession or under their control and
             immediately upon receipt thereof, shall deposit or cause the same
             to be deposited in the Blocked Accounts, or remit the same or cause
             the same to be remitted, in kind, to Administrative Agent and in no
             event shall the same be commingled with a Borrower's own funds.
             Each Borrower agrees to reimburse Administrative Agent and Lenders
             on demand for


                                       8
<PAGE>


             any amounts owed or paid to any bank at which a Blocked Account is
             established or any other bank or person involved in the transfer of
             funds to or from the Blocked Accounts arising out of Administrative
             Agent or any Lender's payments to or indemnification of such bank
             or person in connection with such Blocked Account or any amounts
             received therein or transferred therefrom in accordance with any
             Blocked Account Agreement. The obligation of Borrowers to reimburse
             Administrative Agent and Lenders for such amounts pursuant to this
             Section 6.3 shall survive the termination of this Agreement."

5. Collateral Reporting. Section 7.1(a)(i) of the Loan Agreement shall be
amended and restated in its entirety as follows:

                  "(i) (A) twice a month, as Administrative Agent may reasonably
                  request, a schedule of sales made, credits issued and cash
                  received for the immediately preceding period, and (B) once a
                  month, on or before the tenth (10th) Business Day of the month
                  (or more frequently as Administrative Agent may reasonably
                  request, but not to exceed twice a month), a schedule of
                  Inventory (separately showing Inventory covered by
                  non-cancelable, non-returnable purchase orders and "end of
                  life" Inventory, and the sales of such Inventory); provided
                  that the schedules referenced in clauses (A) and (B) above
                  will be provided on a weekly basis or more frequently as
                  Administrative Agent may request if either (1) an Event of
                  Default has occurred and is continuing, or (2) the Excess
                  Availability is less than the greater of (y) fifteen percent
                  (15%) of the Borrowing Base or (z) $15,000,000;"

6. Inventory Covenants. Clauses (d) and (e) of Section 7.3 of the Loan Agreement
shall be amended and restated in its entirety as follows:

             "(d) Borrowers shall, at their expense, on a semi-annual basis, (or
             upon an Event of Default or if Borrowers' Excess Availability is
             less than the greater of (i) fifteen percent (15%) of the Borrowing
             Base or (ii) $15,000,000, once every two months or at such other
             time or times as Administrative Agent may request) deliver or cause
             to be delivered to Administrative Agent full written reports or
             appraisals as to the Inventory in form, scope and methodology
             reasonably acceptable to Administrative Agent and by an appraiser
             reasonably acceptable to Administrative Agent, addressed to
             Administrative Agent and Lenders, and upon which Administrative
             Agent and Lenders are expressly permitted to rely, which appraisals
             shall employ the same methodology as in prior appraisals unless the
             appraiser justifies to Administrative Agent, in its sole
             discretion, the need to employ a different methodology; provided
             that Administrative Agent will make reasonable efforts to discuss
             any proposed change in methodology with Borrower Agent prior to its
             implementation, provided, further, that the failure to discuss such
             proposed change shall not invalidate such appraisal or limit the
             rights of Administrative Agent and Lenders to rely on such
             appraisal; (e) Borrowers shall, at their expense, on a semi-annual
             basis, (or upon an Event of Default or if Borrowers' Excess
             Availability is less than the greater of (i) fifteen percent (15%)
             of the Borrowing Base or (ii) $15,000,000, once every two months or
             at such


                                       9
<PAGE>


             other time or times as Administrative Agent may request) deliver or
             cause to be delivered to Administrative Agent written desktop
             appraisals as to Inventory (by product code as determined by the
             appraiser) in form, scope and methodology acceptable to
             Administrative Agent and by an appraiser reasonably acceptable to
             Administrative Agent, addressed to Administrative Agent and
             Lenders, and upon which Administrative Agent and Lenders are
             expressly permitted to rely, which appraisals shall employ the same
             methodology as in prior appraisals unless the appraiser justifies
             to Administrative Agent, in its sole discretion, the need to employ
             a different methodology; provided that Administrative Agent will
             make reasonable efforts to discuss any proposed change in
             methodology with Borrower Agent prior to its implementation;
             provided, further, that the failure to discuss such proposed change
             shall not invalidate such desktop appraisal or limit the rights of
             Administrative Agent and Lenders to rely on such desktop appraisal;
             provided, further, that the appraisals of Inventory as set forth
             herein and in clause (d) above shall be provided on an alternating
             basis, unless otherwise requested by Administrative Agent;"

7. Loans, Investments, Guarantees, Etc. The following shall be added as Section
9.10(m) of the Loan Agreement:

             "(m) without duplication of any amounts distributed in accordance
             with Section 9.11(d) hereof, equity investments by Borrower Agent
             into Persons other than Borrowers in an amount not to exceed in the
             aggregate, at any one time, fifty percent (50%) of the net proceeds
             received from the sale of Capital Stock made pursuant to Section
             9.7(b)(iv) hereof, so long as no Event of Default has occurred and
             is continuing or would result therefrom."

8. Dividends and Redemptions. The following shall be added as Section 9.11(d) of
the Loan Agreement:

             "(d) without duplication of any amounts distributed in accordance
             with Section 9.10(m) hereof, dividends by Borrower Agent not to
             exceed in the aggregate, at any one time, fifty percent (50%) of
             the net proceeds received from the sale of Capital Stock made
             pursuant to Section 9.7(b)(iv) hereof, so long as no Event of
             Default has occurred and is continuing or would result therefrom."

9. Financial Covenants. Section 9.13 of the Loan Agreement shall be amended and
restated in its entirety to read as follows:

   "9.13 Financial Covenants. Borrower Agent shall at all times maintain
   Consolidated Net Worth of not less than the sum of $117,500,000, which amount
   shall be increased by $1 for each $1 Borrower Agent distributes to Persons
   other than a Borrower pursuant to Sections 9.10(m) or 9.11(d) hereof, from
   the net proceeds received from the sale of Capital Stock made pursuant to
   Section 9.7(b)(iv) hereof."

10. Term. Section 13.1(a) of the Loan Agreement shall be amended and restated in
its entirety to read as follows:


                                       10
<PAGE>


                  "(a) This Agreement and the other Financing Agreements shall
                  become effective as of the date set forth on the first page
                  hereof and shall continue in full force and effect for a term
                  ending on the Final Maturity Date, unless sooner terminated
                  pursuant to the terms hereof. Upon the effective date of
                  termination of this Agreement and the Financing Agreements,
                  Borrowers and Guarantor shall pay to Administrative Agent, for
                  the ratable benefit of Lenders, in full, all outstanding and
                  unpaid Obligations and shall furnish cash collateral to
                  Administrative Agent, for the ratable benefit of Lenders (or
                  at Administrative Agent's option, a letter of credit issued to
                  Administrative Agent for the ratable benefit of Lenders and at
                  Borrowers' expense, in form and substance satisfactory to
                  Administrative Agent, by an issuer acceptable to
                  Administrative Agent and payable to Administrative Agent as
                  beneficiary, for the ratable benefit of Lenders), in such
                  amounts as Administrative Agent determines in good faith are
                  reasonably necessary to secure Administrative Agent and
                  Lenders from loss, cost, damage or expense, including
                  reasonable attorneys' fees and legal expenses, in connection
                  with any contingent Obligations, including issued and
                  outstanding Letter of Credit Accommodations and checks or
                  other payments provisionally credited to the Obligations
                  and/or as to which Administrative Agent and Lenders have not
                  yet received final and indefeasible payment. Such payments in
                  respect of the Obligations and cash collateral shall be
                  remitted by wire transfer in Federal funds to such bank
                  account of Administrative Agent, as Administrative Agent may,
                  in its discretion, designate in writing to Borrower Agent for
                  such purpose. Interest shall be due until and including the
                  next Business Day, if the amounts so paid by Borrowers to the
                  bank account designated by Administrative Agent are received
                  in such bank account later than 10:30 a.m. California time."

11. Conditions to Effectiveness. The effectiveness of this First Amendment is
subject to the receipt by Administrative Agent or the completion by Borrowers of
the following:

    (a) Counterparts of this First Amendment, executed by each of the parties
    hereto;

    (b) Borrowers have paid Administrative Agent, for the Pro Rata Share of each
Lender, an extension and modification fee of $400,000; and

    (c) Counterparts of that certain Side Letter, dated as of the date hereof,
and entered into by and among Congress Financial Corporation (Western), The CIT
Group/Business Credit, Inc., Bank of America, N.A., PNC Bank, national
association, LaSalle Business Credit, Inc., California Bank & Trust and Comerica
Bank, executed by each of the parties thereto.

12. Guarantor's Acknowledgement. The Guarantor hereby acknowledges and consents
to the terms, conditions and provisions of this First Amendment and to the
transactions contemplated hereby. In addition, the Guarantor hereby reaffirms
its obligations under its Guarantee, dated as of May 14, 2001, delivered to
Lender in connection with the Loan Agreement, and agrees that it is and shall
remain responsible for the obligations of Borrowers under the Loan Agreement as
amended by this First Amendment.

13. Representations and Warranties. Each Borrower reaffirms that the
representations and warranties made to Lenders and Administrative Agent in the
Loan Agreement and other


                                       11
<PAGE>


Financing Agreements are true and correct in all material respects as of the
date of this First Amendment as though made as of such date and after giving
effect to this First Amendment. In addition, each Borrower makes the following
representations and warranties to Lenders and Administrative Agent, which shall
survive the execution of this First Amendment.

             (a) The execution, delivery and performance of this First Amendment
are within each Borrower's powers, have been duly authorized by all necessary
actions, have received all necessary governmental approvals, if any, and do not
contravene any law or any contractual restrictions binding on each Borrower.

             (b) This First Amendment is the legal, valid and binding obligation
of each Borrower enforceable against each Borrower in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium and
other similar laws affecting the rights of creditors generally.

             (c) No event has occurred and is continuing, after giving effect to
this First Amendment, which constitutes an Event of Default under the Loan
Agreement or any other of the Financing Agreements, or would constitute such an
Event of Default but for the requirement that notice be given or time elapse or
both.

14. Continuing Effect of Financing Agreements. To the extent of any
inconsistencies between the terms of this First Amendment and the Loan
Agreement, this First Amendment shall govern. In all other respects, the Loan
Agreement and other Financing Agreements shall remain in full force and effect
and are hereby ratified and confirmed.

15. References. Upon the effectiveness of this First Amendment, each reference
in any Financing Agreements to "the Agreement", "hereunder," "herein," "hereof,"
or of like import referring to the Loan Agreement shall mean and be a reference
to the Loan Agreement as amended hereby.

16. Governing Laws. This First Amendment, upon becoming effective, shall be
deemed to be a contract made under, governed by, and subject to, and shall be
construed in accordance with, the internal laws of the State of California.



[signature pages to follow]


                                       12
<PAGE>


IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have executed this Amendment as of the date first set forth above, to become
effective in the manner set forth above.

"BORROWERS"                                   "GUARANTOR"

BELL MICROPRODUCTS INC.                       BELL MICROPRODUCTS CANADA INC.


By:                                           By:
   --------------------------------------        -------------------------------
Name:                                         Name:
      -----------------------------------          -----------------------------
Title:                                        Title:
       ----------------------------------           ----------------------------

                                              "ADMINISTRATIVE AGENT AND LENDER"

BELL MICROPRODUCTS - FUTURE TECH,             CONGRESS FINANCIAL
INC.                                          CORPORATION (WESTERN)

By:                                           By:
   --------------------------------------        -------------------------------
Name:                                         Name:   Gary Whitaker
      -----------------------------------     Title:   Vice President
Title:
       ----------------------------------

                                              "LENDERS"

RORKE DATA, INC.                              BANK OF AMERICA, N.A.


By:                                           By:
   --------------------------------------        -------------------------------
Name:                                         Name:
      -----------------------------------          -----------------------------
Title:                                        Title:
       ----------------------------------           ----------------------------

BELL MICROPRODUCTS CANADA -                   THE CIT GROUP/BUSINESS CREDIT,
TENEX DATA ULC                                INC.

By:                                           By:
   --------------------------------------        -------------------------------
Name:                                         Name:
      -----------------------------------          -----------------------------
Title:                                        Title:
       ----------------------------------           ----------------------------

                                              PNC BANK, national association


                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

                                              LASALLE BUSINESS CREDIT, INC.


                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------


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