EXECUTION  VERSION

                               FIFTH AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIFTH  AMENDMENT TO SECOND AMENDED AND RESTATED  CREDIT  AGREEMENT
(this "Amendment"), dated as of November 7, 1997, is entered into by and among:

             (1) BELL MICROPRODUCTS INC., a California corporation ("Borrower");

             (2) Each of the  financial  institutions  listed in Schedule I to
       the Credit Agreement referred to in Recital A below (collectively,  the
       "Banks"); and

             (3)  SUMITOMO   BANK  OF   CALIFORNIA,   a   California   banking
       corporation, as agent for the Banks (in such capacity, "Agent").

                                    RECITALS

         A.  Borrower,  the Banks and Agent are parties to a Second  Amended and
Restated  Credit  Agreement dated as of May 23, 1995, as amended by that certain
First Amendment to Second Amended and Restated Credit Agreement dated as of June
25, 1996, as further amended by that certain Second  Amendment to Second Amended
and Restated Credit Agreement dated as of September 30, 1996, as further amended
by that certain Third Amendment to Second Amended and Restated Credit  Agreement
dated as of June  17,  1997,  and as  further  amended  by that  certain  Fourth
Amendment to Second Amended and Restated Credit  Agreement dated as of September
1, 1997 (as so amended, the "Credit Agreement").

         B.  Borrower  has  requested  the Banks  and Agent to amend the  Credit
Agreement in certain respects.

         C. The Banks and Agent are  willing  so to amend the  Credit  Agreement
upon the terms and subject to the conditions set forth below.

                                   AGREEMENT

         NOW,  THEREFORE,  in  consideration of the above recitals and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, Borrower, the Banks and Agent hereby agree as follows:

         1. Definitions, Interpretation. All capitalized terms defined above and
elsewhere in this Amendment shall be used


<PAGE>


herein as so defined.  Unless otherwise  defined herein,  all other  capitalized
terms used herein shall have the respective meanings given to those terms in the
Credit  Agreement,  as amended by this Amendment.  The rules of construction set
forth in Section I of the Credit Agreement shall, to the extent not inconsistent
with  the  terms  of this  Amendment,  apply to this  Amendment  and are  hereby
incorporated by reference.

         2. Amendments to Credit Aqreement. Subject  to the conditions set forth
in  paragraph  4  below,  the  Credit  Agreement  is  hereby  amended  so  as to
incorporate  all of the  changes  set forth in the  comparerite  version  of the
Credit Agreement attached hereto as Appendix A.

         3.  Representations  and  Warranties.  Borrower  hereby  represents and
warrants to Agent and the Banks that,  on the date of this  Amendment  and after
giving  effect to the  amendments  set forth in  paragraph  2 above on the Fifth
Amendment Effective Date (as defined below), the following are and shall be true
and correct on each such date:

               (a) The  representations  and  warranties  set forth in Paragraph
         4.01 of the  Credit  Agreement  are true and  correct  in all  material
         respects;

               (b)  No  Event  of  Default  or  Default  has   occurred  and  is
         continuing; and

               (c) Each of the Credit Documents is in full force and effect.

         4. Fifth Amendment Effective Date. The amendments effected by paragraph
2 above  shall  become  effective  on  November  7, 1997 (the  "Fifth  Amendment
Effective  Date"),  subject to receipt by the Banks and Agent on or prior to the
Fifth  Amendment  Effective  Date of the  following,  each in form and substance
satisfactory to the Banks, Agent and their respective counsel:

              (a) This Amendment duly executed by Borrower, each Bank and Agent;

              (b)  A Certificate  of the Secretary of Borrower,  dated the Fifth
         Amendment  Effective  Date,  certifying  (i)  that the  Certificate  of
         Incorporation  and Bylaws of Borrower,  in the forms delivered to Agent
         on the Effective  Date,  are in full force and effect and have not been
         amended,  supplemented,  revoked or repealed since such date; (ii) that
         attached  thereto  are true and  correct  copies  of  resolutions  duly
         adopted by the Board of Directors of Borrower and continuing in effect,
         which authorize the execution,  delivery and performance by Borrower of
         this Amendment and the  consummation of the  transactions  contemplated
         hereby; (iii) that there are no proceedings for the dissolution


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<PAGE>


        or  liquidation  of Borrower  (commenced  or  threatened);  and (iv) the
        incumbency,  signatures  and  authority  of  the  officers  of  Borrower
        authorized to execute, deliver and perform the Amendment;

               (c) A  favorable  written  opinion of Wilson  Sonsini  Goodrich &
         Rosati, counsel to Borrower, as to such matters as Agent may reasonably
         request;

               (d) A Certificate  of Good Standing (or  comparable  certificate)
         for  Borrower,  certified  as of a  recent  date  prior  to  the  Fifth
         Amendment Effective Date by the Secretary of State of California;

               (e) Payment of all fees and expenses of Agent's  counsel  through
         the Fifth Amendment Effective Date; and

               (f) Such  other  evidence  as  Agent  or any Bank may  reasonably
         request  to   establish   the   accuracy   and   completeness   of  the
         representations  and warranties  and the compliance  with the terms and
         conditions contained in this Amendment.

        5. Effect of this Amendment.  On and after the Fifth Amendment Effective
Date, each reference in the Credit  Agreement and the other Credit  Documents to
the Credit Agreement shall mean the Credit  Agreement as amended hereby.  Except
as  specifically  amended above,  (a) the Credit  Agreement and the other Credit
Documents  shall  remain in full force and effect  and are hereby  ratified  and
confirmed and (b) the execution,  delivery and  effectiveness  of this Amendment
shall  not,  except as  expressly  provided  herein,  operate as a waiver of any
right,  power,  or remedy of the Banks or Agent,  nor constitute a waiver of any
provision of the Credit Agreement or any other Credit Document.

        6. Miscellaneous.

               (a) Counterparts. This Amendment may be executed in any number of
         identical  counterparts,  any set of which  signed  by all the  parties
         hereto shall be deemed to constitute a complete,  executed original for
         all purposes.

               (b) Headings.  Headings in this Amendment are for  convenience of
         reference only and are not part of the substance hereof.

               (c)  Governing  Law.  This  Amendment  shall be  governed  by and
         construed  in  accordance  with  the laws of the  State  of  California
         without reference to conflicts of law rules.


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<PAGE>


         IN WITNESS WHEREOF,  Borrower, the Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.

BORROWER:                                  BELL MICROPRODUCTS INC.

                                           By: /s/  W. Donald Bell
                                              ----------------------------------
                                              Name: W. Donald Bell
                                              Title: Chairman, President & CE0


AGENT:                                    SUMITOMO BANK OF CALIFORNIA
                                          As Agent

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

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


ISSUING BANK:                            SUMITOMO BANK OF CALIFORNIA,
                                         As Issuing Bank

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

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



BANKS:                                   SUMITOMO BANK OF CALIFORNIA,
                                         As a Bank

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

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



                                       4

<PAGE>

         IN WITNESS WHEREOF,  Borrower, the Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.

BORROWER:                                  BELL MICROPRODUCTS INC.

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


AGENT:                                    SUMITOMO BANK OF CALIFORNIA
                                          As Agent

                                          By:  /s/ S.C. BELLICINI
                                              ----------------------------------
                                          Name:    S.C. BELLICINI
                                          Title: V.P./Deputy Manager

                                          By:  /s/ Clark Warden
                                              ----------------------------------
                                          Name:    Clark Warden
                                          Title:   Sr. VP & Manager


ISSUING BANK:                            SUMITOMO BANK OF CALIFORNIA,
                                         As Issuing Bank

                                          By:  /s/ S.C. BELLICINI
                                              ----------------------------------
                                          Name:    S.C. BELLICINI
                                          Title: V.P./Deputy Manager

                                          By:  /s/ Clark Warden
                                              ----------------------------------
                                          Name:    Clark Warden
                                          Title:   Sr. VP & Manager


BANKS:                                   SUMITOMO BANK OF CALIFORNIA,
                                         As a Bank

                                          By:  /s/ S.C. BELLICINI
                                              ----------------------------------
                                          Name:    S.C. BELLICINI
                                          Title: V.P./Deputy Manager

                                          By:  /s/ Clark Warden
                                              ----------------------------------
                                          Name:    Clark Warden
                                          Title:   Sr, VP & Manager



                                       4

<PAGE>

                                         UNION BANK OF CALIFORNIA, N.A.
                                         As a Bank,

                                          By:   /s/ Kelly D. Takahashi
                                              ----------------------------------
                                          Name:    Kelly D. Takahashi
                                          Title:   Vice President

                                          By:  /s/ Frank B. Gwynn
                                              ----------------------------------
                                          Name:    Frank B. Gwynn
                                          Title: Frank B. Gwynnice President
                                                 & Regional Manager


                                         BANKBOSTON, N.A.,
                                         (formerly known as The First National
                                         Bank of Boston), As a Bank

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

                                         COMERICA BANK-CALIFORNIA

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

                                         THE SUMITOMO BANK, LIMITED,
                                         As a Bank

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

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


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<PAGE>


                                         UNION BANK OF CALIFORNIA, N.A.
                                         As a Bank,

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

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



                                         BANKBOSTON, N.A.,
                                         (formerly known as The First National
                                         Bank of Boston), As a Bank

                                          By:  /s/ Teresa Heller
                                              ----------------------------------
                                          Name:    Teresa Heller
                                          Title:   Director

                                         COMERICA BANK-CALIFORNIA

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

                                         THE SUMITOMO BANK, LIMITED,
                                         As a Bank

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

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


                                       5
<PAGE>


                                         UNION BANK OF CALIFORNIA, N.A.
                                         As a Bank,

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

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



                                         BANKBOSTON, N.A.,
                                         (formerly known as The First National
                                         Bank of Boston), As a Bank

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

                                         COMERICA BANK-CALIFORNIA

                                          By:  /s/ Scott T. Smith
                                              ----------------------------------
                                          Name:    Scott T. Smith
                                          Title: Vice President

                                         THE SUMITOMO BANK, LIMITED,
                                         As a Bank

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

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


                                       5
<PAGE>


                                         UNION BANK OF CALIFORNIA, N.A.
                                         As a Bank,

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

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



                                         BANKBOSTON, N.A.,
                                         (formerly known as The First National
                                         Bank of Boston), As a Bank

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

                                         COMERICA BANK-CALIFORNIA

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

                                         THE SUMITOMO BANK, LIMITED,
                                         As a Bank

                                          By:  /s/ Carole A. Daley
                                              ----------------------------------
                                          Name:    Carole A. Daley
                                          Title:   Vice President and Manager

                                         By:  /s/ Anthony B. Kwee
                                             ----------------------------------
                                         Name:    Anthony B. Kwee
                                         Title:   Vice President


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