EXECUTION VERSION


                               FOURTH AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FOURTH  AMENDMENT TO THIRD AMENDED AND RESTATED  CREDIT  AGREEMENT
(this "Amendment"), dated as of December 8 1999, 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  Restated  Credit  Agreement  referred  to in Recital A below (such
         financial  institutions  to be referred to herein  collectively  as the
         "Existing Banks");

                  (3) CALIFORNIA BANK & TRUST, a California banking corporation,
         as   administrative   agent   for  the   Banks   (in   such   capacity,
         "Administrative Agent");

                  (4)  UNION  BANK  OF  CALIFORNIA,  N.A.,  a  national  banking
         association ("UBOC"), as collateral agent thereunder (in such capacity,
         "Collateral Agent"); and

                  (5) IBM CREDIT CORPORATION, a Delaware corporation,  that will
         become a Bank (as defined in the Restated Credit  Agreement)  under the
         Restated Credit Agreement pursuant to this Amendment (the "New Bank").


                                    RECITALS

         A. Borrower,  the Existing Banks,  Administrative  Agent and Collateral
Agent are parties to a Third Amended and Restated  Credit  Agreement dated as of
November  12,  1998,  as amended by (i) that  certain  First  Amendment to Third
Amended  and  Restated  Credit  Agreement  dated as of May 13,  1999,  (ii) that
certain Second Amendment to Third Amended and Restated Credit Agreement dated as
of July 21, 1999 and (iii) that certain  Third  Amendment  to Third  Amended and
Restated  Credit  Agreement  dated  as of  October  15,  1999 (as  amended,  the
"Restated Credit Agreement").

         B. Borrower has requested  Administrative  Agent,  Collateral Agent and
the  Existing  Banks to increase  the Total  Revolving  Loan  Commitment  and to
restructure and amend the Restated Credit Agreement in certain other respects.

         C. In addition, Borrower has requested that the New Bank become a party
to the Restated  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,



<PAGE>


the Collateral Agent, the  Administrative  Agent, the Existing Banks and the New
Bank hereby agree as follows:

         1. Definitions, Interpretation. All capitalized terms defined above and
elsewhere in this Amendment shall be used 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 Restated Credit  Agreement,  as
amended by this Amendment.  The rules of construction  set forth in Section I of
the Restated 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.  Allocation of Outstanding  Revolving Loans Among Existing Banks and
New Bank.  Subject to the conditions  set forth in paragraph 5 below,  Borrower,
the Existing Banks,  the New Bank,  Collateral  Agent and  Administrative  Agent
hereby agree that on and after the Fourth  Amendment  Effective Date (as defined
herein),  each Existing Bank and the New Bank shall be a Bank under the Restated
Credit  Agreement and the other Credit Documents with Revolving Loan Commitments
as set forth on Schedule I of the Restated Credit Agreement (as amended pursuant
to this Amendment), with the rights, duties and obligations of such a Bank under
the Restated Credit Agreement and the other Credit Documents.  To effectuate the
foregoing,  on the Fourth Amendment  Effective Date  Administrative  Agent shall
calculate the Proportionate Share of each Existing Bank and the New Bank in each
Revolving Loan Borrowing then outstanding.  Based upon such calculation, the New
Bank shall  purchase  from the  Existing  Banks such  shares in the  outstanding
Revolving Loans as  Administrative  Agent  determines is necessary to cause each
Existing  Bank and the New  Bank to hold  Revolving  Loans  in each  outstanding
Revolving Loan Borrowing in a principal amount equal to such Existing Bank's and
such New Bank's Proportionate Share of such Revolving Loan Borrowings.

         3. Amendments to Restated Credit  Agreement.  Subject to the conditions
set forth in paragraph 5 below,  the Restated Credit Agreement is hereby amended
as follows:

                  (a) Paragraph  1.09 is hereby amended by adding a new sentence
         to the end thereof to read as follows:

                  Notwithstanding  references  herein  and in the  other  Credit
                  Documents to each of the  financial  institutions  listed from
                  time to time on Schedule I hereto as a "Bank," such references
                  are not intended to  indicate,  and should not be construed to
                  mean,  that each of such financial  institutions  is in fact a
                  federally regulated "bank".

                  (b)  Subparagraph  2.01(a) is hereby  amended by changing  the
         definition  of "Revolving  Loan  Maturity  Date" set forth therein from
         "October 31, 2000" to "May 31, 2001."

                  (c) Clause (i) of  Subparagraph  2.01(e) is hereby  amended by
         deleting the text "one (1),  two (2),  three (3) or six (6) months" set
         forth therein and replacing it with the following  text:  "thirty (30),
         sixty (60), ninety (90),  one-hundred  twenty (120),  one-hundred fifty
         (150) or one-hundred eighty (180) days."

                  (d)  Subparagraph  2.01(f)  is hereby  amended  to read in its
         entirety as follows:

                                       2

<PAGE>


                                    (f)  Scheduled   Revolving   Loan  Payments.
                           Borrower  shall  repay to each Bank on the  Revolving
                           Loan  Maturity  Date the unpaid  principal  amount of
                           each Revolving Loan made by such Bank. Borrower shall
                           pay accrued  interest on the unpaid  principal amount
                           of each  Revolving  Loan on the last  Business Day in
                           each  month  and  upon   prepayment  (to  the  extent
                           thereof) and at maturity.

                  (e) Clause (i) of  Subparagraph  2.02(a) is hereby  amended to
         read in its entirety as follows:

                           (i) The aggregate  principal  amount of all Revolving
                  Loans  outstanding at any time shall not exceed an amount (the
                  "Borrowing Base") equal to the lesser of:

                           (A)      The Total  Revolving Loan Commitment at such
                                    time; and

                           (B)      The sum at such time of:

                                    (1)  eighty   percent   (80%)  of   Eligible
                           Accounts; and

                                    (2) The lesser of (y) forty percent (40%) of
                           Eligible Inventory and (z) $60,000,000.

                  (f) Clause (iv) of  Subparagraph  5.01(a) is hereby amended by
         deleting the text  "fifteen  (15) days" and  substituting  therefor the
         text "twenty (20) days."

                  (g)  Subparagraph  5.01(c)  is hereby  amended  to read in its
         entirety as follows:

                           (c) Inspections.  Borrower and its Subsidiaries shall
                  permit any Person  designated by Collateral  Agent in its sole
                  discretion  (including  without  limitation  any Bank  that so
                  requests,  which  request shall not be  unreasonably  denied),
                  upon  reasonable  notice and during normal  business hours, to
                  visit  and  inspect  any  of the  properties  and  offices  of
                  Borrower and its Subsidiaries, to conduct audits of any or all
                  of the Collateral at Borrower's  expense, to examine the books
                  of account of Borrower and its Subsidiaries and to discuss the
                  affairs,   finances   and   accounts  of   Borrower   and  its
                  Subsidiaries  with, and to be advised as to the same by, their
                  officers,  auditors  and  accountants,  all at such  times and
                  intervals  as  Collateral   Agent  may   reasonably   request,
                  including, without limitation, an annual audit of the accounts
                  and inventory of Borrower and its  Subsidiaries,  the fees and
                  expenses  of which  shall be payable by  Borrower  pursuant to
                  Subparagraph  8.02(b).  Audit  fees  payable  by  Borrower  in
                  connection with audits of all or any portion of the Collateral
                  shall be  charged  at a rate of $750 per day per  person  plus
                  direct costs of travel, lodging and out-of-pocket expenses.

                  (h)  Paragraph  5.01 is  hereby  amended  by  adding  thereto,
         immediately  following clause (j) thereof,  a new clause (k) to read in
         its entirety as follows:

                                       3

<PAGE>


                           (k) Inventory  Appraisal.  Borrower covenants that it
                  will  complete  and  deliver to the  Collateral  Agent and the
                  Banks  an   inventory   appraisal,   in  form  and   substance
                  satisfactory to the Collateral Agent and the Banks,  within 90
                  days of the Fourth Amendment Effective Date.

                  (i)  Subparagraph  5.02(m)  is hereby  amended  to read in its
         entirety as follows:

                  (m) Financial Covenants. Borrower shall not permit:

                           (i) Its Quick  Ratio to be less than 0.50 to 1.00 for
                  any fiscal quarter;

                           (ii) Its Working Capital to be less than  $60,000,000
                  for any fiscal quarter;

                           (iii) Its Tangible Net Worth, for any fiscal quarter,
                  to be less  than the sum of (1)  $70,000,000  plus  (2)  fifty
                  percent  (50%) of the sum of  Borrower's  Net Income After Tax
                  for each quarter  (excluding  any quarter in which such amount
                  was negative)  beginning with the quarter ending June 30, 1998
                  plus  (3) one  hundred  percent  (100%)  of the  Net  Proceeds
                  derived  from any  issuance by  Borrower of Equity  Securities
                  minus (4) the net book value  assigned to the Almo Warrants in
                  accordance with GAAP;

                           (iv) Its  Leverage  Ratio to be greater  than 3.50 to
                  1.00 for any fiscal quarter;

                           (v) Its  Interest  Coverage  Ratio  (A) for the three
                  quarter  period  beginning  on April 1,  1998  and  ending  on
                  December  31,  1998 to be less than 2.00 to 1.00;  and (B) for
                  any consecutive four-quarter period thereafter to be less than
                  2:00 to 1:00; or

                           (vi) Its Net Operating Income or Net Income After Tax
                  to be (1) a loss in excess of $350,000  for any quarter or (2)
                  a loss of any amount for any consecutive two-quarter period.

                  (j) Section 7 is hereby amended by adding thereto, immediately
         following  Paragraph 7.09, a new Paragraph 7.10 to read in its entirety
         as follows:

                           7.10 Assignment and Delegation.  Collateral Agent may
                  from time to time (i) assign or transfer all or any portion of
                  its  rights,  benefits or  privileges  as  "collateral  agent"
                  hereunder or under any of the other Credit Documents to one or
                  more Banks and/or (ii)  delegate to or  subcontract  with,  or
                  authorize  or appoint  one or more Banks to perform all or any
                  portion  of  the  duties,   covenants  or  obligations  to  be
                  performed by Collateral  Agent in its capacity as  "collateral
                  agent"  hereunder or under any of the other Credit  Documents.
                  Any  such  other  Bank  shall  be   entitled  to  all  of  the
                  indemnities,  immunities and other protective  provisions that
                  Collateral  Agent is  entitled to  hereunder  as if such other
                  Bank were named as "Collateral  Agent"  hereunder.  Collateral
                  Agent shall not be  responsible to any other Agent or Bank for
                  the negligence or misconduct of any

                                       4

<PAGE>


                  such other Bank.

                  (k) Each of  Subparagraph  8.05(b),  Subparagraph  8.05(c) and
         Subparagraph  8.05(d) are hereby amended by deleting the text contained
         in  the  first  sentences  thereof  "in  the  ordinary  course  of  its
         commercial banking business" and substituting therefor the text "in the
         ordinary course of its commercial lending business."

                  (l)  Subparagraph  8.05(g) is hereby  amended by deleting  the
         text  contained   therein  "safe  and  sound  banking   practices"  and
         substituting therefor the text "safe and sound lending practices."

                  (m)  Schedule I is hereby  amended to read in its  entirety as
         set forth on Attachment 1 hereto.

                  (n)  Schedule II is hereby  amended to read in its entirety as
         set forth on Attachment 2 hereto.

                  (o) Schedule 1.01 of the Restated  Credit  Agreement is hereby
         amended by changing  the  definition  of "Agent's Fee Letter" set forth
         therein to read in its entirety as follows:

                           "Agent's Fee Letter" shall mean the letter  agreement
                  dated  as  of  the  Fourth  Amendment   Effective  Date  among
                  Borrower,  Administrative Agent, Collateral Agent and Comerica
                  Bank - California.

                  (p) Schedule 1.01 of the Restated  Credit  Agreement is hereby
         amended by adding thereto,  in the appropriate  alphabetical order, the
         following definition:

                  "Fourth Amendment Effective Date" shall mean December 8, 1999.

                  (q) Schedule 1.01 of the Restated  Credit  Agreement is hereby
         further  amended by deleting  therefrom  the  definitions  of the terms
         "Increased  Commitment  Period,"  "Senior  Leverage Ratio" and "Capital
         Event."

                  (r) Schedule 1.01 of the Restated  Credit  Agreement is hereby
         amended by changing clause (g) of the definition of "Eligible Accounts"
         set forth therein to read in its entirety as follows:

                           (g) Any  account  payable  by (i) the  United  States
                  government  or any  department,  agency  or other  subdivision
                  thereof  (except  to the  extent  Borrower  complies  with the
                  Federal Assignment of Claims Act of 1940, as amended),  (ii) a
                  Person located in any  jurisdiction  outside the United States
                  or Canada  (excluding  the  provinces  of  Newfoundland,  Nova
                  Scotia,   Prince  Edward  Island,   New  Brunswick,   Nunavut,
                  Manitoba,  Saskatchewan,  Alberta  and the  Yukon  Territory),
                  except to the extent secured by a letter of credit  acceptable
                  to Collateral Agent, or (iii) an Affiliate of Borrower;

                                       5

<PAGE>


                  (s) Schedule 1.01 of the Restated  Credit  Agreement is hereby
         also amended by further changing the definition of "Eligible  Accounts"
         by (i) deleting  the word "and" at the end of clause (i) thereof,  (ii)
         adding thereto,  immediately  following clause (i), a new clause (j) to
         read in its entirety as follows,  (iii) changing the designation of the
         current clause (j) to "(k)" and (iv) amending the  parenthetical at the
         end of the definition thereof to reflect such new designation:

                           (j) Any account payable by an account debtor in which
                  the total  accounts  payable from such account  debtor exceeds
                  twenty five percent  (25%) of the total amount of all Eligible
                  Accounts,  to the extent of such  excess  (except as  approved
                  from time to time by Collateral Agent); and

                  (t) Schedule 1.01 of the Restated  Credit  Agreement is hereby
         further   amended  by  changing  the  definition  of  "Revolving   Loan
         Commitment" set forth therein to read in its entirety as follows:

                           "Revolving Loan Commitment"  shall mean, with respect
                  to each Bank,  the amount set forth  opposite the name of such
                  Bank in Schedule I under the column  entitled  "Revolving Loan
                  Commitment"  or as  reduced  from  time  to time  pursuant  to
                  Paragraph 2.02 hereof.

                  (u) Schedule 1.01 of the Restated  Credit  Agreement is hereby
         further  amended by changing the  definition of "Total  Revolving  Loan
         Commitment" set forth therein to read in its entirety as follows:

                                    "Total Revolving Loan Commitment" shall mean
                           One Hundred Sixty Million Dollars  ($160,000,000) or,
                           if such amount is reduced  pursuant  to  Subparagraph
                           2.02(b), the amount to which so reduced and in effect
                           at such time.

                  (v)  Subparagraph  2(c) of  Exhibit  A is  hereby  amended  by
         deleting the term "months" set forth therein with replacing it with the
         term "days".

                  (w)  Subparagraph  2(c) of  Exhibit  B is  hereby  amended  by
         deleting the term  "months" set forth therein and replacing it with the
         term "days".

                  (x)  Subparagraph  2(c) of  Exhibit  C is  hereby  amended  by
         deleting the term  "months" set forth therein and replacing it with the
         term "days".

         4.  Representations  and  Warranties.  Borrower  hereby  represents and
warrants to Administrative  Agent,  Collateral Agent, the Existing Banks and the
New Bank that,  on the date of this  Amendment  and after  giving  effect to the
amendments set forth in paragraph 3 above on the Fourth 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  Restated  Credit  Agreement  are true and  correct  in all
         material respects;

                                       6

<PAGE>


                  (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.

         5.  Effective  Date.  The  addition  of the New  Bank as a party to the
Restated  Credit  Agreement  effected by paragraph 2 above and the amendments to
the  Restated  Credit  Agreement  effected by  paragraph  3 above  shall  become
effective on December 8, 1999 (the "Fourth Amendment  Effective Date"),  subject
to  receipt  by  the  Existing  Banks,  the  New  Bank,   Collateral  Agent  and
Administrative  Agent,  as  applicable,  on or  prior  to the  Fourth  Amendment
Effective Date of the following,  each in form and substance satisfactory to the
Existing Banks,  the New Bank,  Collateral  Agent and  Administrative  Agent and
their respective counsel, as applicable:

                  (a) This  Amendment  duly executed by Borrower,  each Existing
         Bank, the New Bank, Collateral Agent and Administrative Agent;

                  (b) The Assignment and Delegation  Agreement  substantially in
         the form  attached  hereto as  Attachment 3 duly executed by Collateral
         Agent and IBM  Credit  Corporation  and  acknowledged  and agreed to by
         Administrative Agent, each Bank and Borrower;

                  (c) An Agent's Fee Letter, in form and substance  satisfactory
         to the Agents, duly executed by Borrower and the Agents;

                  (d) New Revolving Loan Notes, appropriately completed and duly
         executed  by  Borrower,  payable  to the New Bank  and,  to the  extent
         required by changes in the Revolving  Loan  Commitments of the Existing
         Banks, the Existing Banks;

                  (e) A Certificate  of the Secretary or an Assistant  Secretary
         of Borrower, dated the Fourth Amendment Effective Date, certifying that
         (i) the Articles of Incorporation  and Bylaws of Borrower,  in the form
         delivered  to  Administrative  Agent on the Closing  Date,  are in full
         force and effect and have not been  amended,  supplemented,  revoked or
         repealed since such date, (ii) that the resolution of Borrower,  in the
         form delivered to Administrative  Agent on the Closing Date, is in full
         force and effect  and has not been  amended,  supplemented,  revoked or
         repealed  since such date,  and (iii) the  incumbency,  signatures  and
         authority of the officers of Borrower  authorized  to execute,  deliver
         and perform the Restated Credit  Agreement,  this Amendment,  the other
         Credit  Documents and all other  documents,  instruments  or agreements
         relating thereto executed or to be executed by Borrower;

                  (f) A letter in the form of Attachment 4 hereto  appropriately
         completed,  dated the Fourth Amendment Effective Date and duly executed
         by each Guarantor;

                  (g) An renewal fee of $60,000 to be shared  among the Existing
         Banks and New Bank pro rata in accordance with such Existing Banks' and
         New Bank's respective Proportionate Shares;

                  (h) A favorable written opinion of Wilson, Sonsini, Goodrich &
         Rosati, counsel to Borrower, dated the Fourth Amendment Effective Date,
         addressed to

                                       7

<PAGE>


         Administrative  Agent, the Existing Banks and the New Bank and covering
         such matters as are set forth on Attachment 5; and

                  (i) Such other evidence as  Administrative  Agent,  Collateral
         Agent,  any  Existing  Bank or the New 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.

         6.  Effect  of  this  Amendment.  On and  after  the  Fourth  Amendment
Effective Date,  each reference in the Restated  Credit  Agreement and the other
Credit Documents to the Restated Credit Agreement shall mean the Restated Credit
Agreement as amended  hereby.  Except as  specifically  amended  above,  (a) the
Restated  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,  Collateral Agent or Administrative Agent, nor constitute a waiver of any
provision of the Restated Credit Agreement or any other Credit Document.

         7. 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.

                                       8

<PAGE>


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


BORROWER:                               BELL MICROPRODUCTS INC.

                                        By: /s/ W. Don Bell
                                            ------------------------------------
                                            Name: W. DON BELL
                                            Title: CHAIRMAN, PRESIDENT, & CEO

                                        By: /s/ Remo E. Canessa
                                            ------------------------------------
                                            Name: REMO E. CANESSA
                                            Title: VICE PRESIDENT OF FINANCE
                                                   & CFO


ADMINISTRATIVE AGENT:                   CALIFORNIA BANK & TRUST,
                                        As Administrative Agent

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

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


COLLATERAL AGENT:                       UNION BANK OF CALIFORNIA, N.A.,
                                        As Collateral Agent

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

                                       9

<PAGE>


EXISTING BANKS:                         CALIFORNIA BANK & TRUST,
                                        As a Bank

                                        By: /s/ S. C. Bellicini
                                            ------------------------------------
                                            Name: S. C. BELLICINI
                                            Title: SENIOR VICE PRESIDENT

                                        By: /s/ Carmen Sanz
                                            ------------------------------------
                                            Name: Carmen Sanz
                                            Title: AVP


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

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


                                        SANWA BANK CALIFORNIA,
                                        As a Bank

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


                                        COMERICA BANK - CALIFORNIA,
                                        As a Bank

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

                                       10

<PAGE>




                                        U.S. BANK NATIONAL ASSOCIATION,
                                        As a Bank

                                        By: /s/ Michael Powell
                                            ------------------------------------
                                            Name: Michael Powell
                                            Title: Vice President


NEW BANK:                               IBM CREDIT CORPORATION,
                                        As a Bank

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

                                       11

<PAGE>


                                  ATTACHMENT 1

                                   SCHEDULE I

                                      BANKS

                     Bank                              Revolving Loan Commitment

CALIFORNIA BANK & TRUST                                      $30,000,000


Applicable Lending Office:

465 California Street, First Floor
San Francisco, CA 94104


Address for Notices:

465 California Street, First Floor
San Francisco, CA 94104
Attn:  Relationship Manager
       Bell Microproducts
Telephone:    (415) 875-1445
Facsimile     (415) 875-1456


UNION BANK OF CALIFORNIA, N.A.                               $30,000,000


Applicable Lending Office:

99 Almaden Boulevard, 2nd Floor
San Jose, CA  95133


Address for Notices:

Northern California Commercial
Banking Group
350 California Street, 10th Floor
San Francisco, CA  94104
Attention:  William Hinch
            Vice President
Telephone:    (415) 705-7028
Facsimile     (415) 705-7111

                                      1-1

<PAGE>


COMERICA BANK - CALIFORNIA                                   $30,000,000


Applicable Lending Office:

California Corporate Banking
155 Grand Avenue, Suite 402
Oakland, CA 94612


Address for Notices:

California Corporate Banking
155 Grand Avenue, Suite 402
Oakland, CA 94612
Attn:  Scott Smith
Telephone:    (510) 645-2202
Facsimile     (510) 645-2220


SANWA BANK CALIFORNIA                                        $20,000,000


Applicable Lending Office:

San Jose CBC
220 Almaden Boulevard
San Jose, CA  95113-2003


Address for Notices:

220 Almaden Boulevard
San Jose, CA  95113-2003
Attn:  Clifford M. Wallace
Telephone:    (408) 297-6500
Facsimile     (408) 292-4092

                                      1-2

<PAGE>


U.S. BANK NATIONAL ASSOCIATION                               $20,000,000


Applicable Lending Office:

U.S. Bank National Association
Corporate Banking Center
2890 North Main Street
Walnut Creek, CA  94596


Address for Notices:

U.S. Bank National Association
California Corporate Banking
2890 North Main Street
Walnut Creek, CA  94596
Attn:  Michael Powell
Telephone:    (925) 942-9489
Facsimile     (925) 945-6919


IBM CREDIT CORPORATION                                       $30,000,000


Applicable Lending Office:

IBM Credit Corporation
5000 Executive Parkway, Suite 450
San Ramon, CA  94583


Address for Notices:

IBM Credit Corporation
5000 Executive Parkway, Suite 450
San Ramon, CA  94583
Attn:  Region Manager, West
Telephone:   (925) 277-5600
Facsimile:   (925) 277-5675

                                      1-3

<PAGE>


                                  ATTACHMENT 2

                                   SCHEDULE II

                                  PRICING GRID

                        LEVEL 1     LEVEL 2     LEVEL 3     LEVEL 4     LEVEL 5
                        PERIOD      PERIOD      PERIOD      PERIOD      PERIOD

APPLICABLE
MARGINS:                 1.45%       1.65%       1.85%       2.05%       2.25%


                                   EXPLANATION

1.       The  Applicable  Margin for each  Revolving  LIBOR Loan will be set for
         each Pricing Period and will vary depending upon whether such period is
         a Level 1 Period,  a Level 2 Period, a Level 3 Period, a Level 4 Period
         or a Level 5 Period.

2.       The first Pricing Period,  which commences on the November 12, 1998 and
         ends on February 28, 1999, will be a Level 3 Period.

3.       Each  Pricing  Period  thereafter  will be a Level 1 Period,  a Level 2
         Period,  a  Level  3  Period,  a Level  4  Period  or a Level 5  Period
         depending upon Borrower's Leverage Ratio (as calculated pursuant to the
         definition of "Leverage Ratio" set forth in Schedule 1.01) for the most
         recent  fiscal  quarter  period  ending  prior to the first day of such
         Pricing Period as follows:

         (a)      If, during any Pricing  Period,  Borrower's  Leverage Ratio is
                  less than 2.00 to 1.00,  Borrower's  pricing will be a Level 1
                  Period.

         (b)      If, during any Pricing  Period,  Borrower's  Leverage Ratio is
                  greater  than or equal to 2.00 to 1.00 but less  than or equal
                  to 2.50 to 1.00, Borrower's pricing will be a Level 2 Period.

         (c)      If, during any Pricing  Period,  Borrower's  Leverage Ratio is
                  greater  than  2.50 to 1.00 but less  than or equal to 3.00 to
                  1.00, Borrower's pricing will be a Level 3 Period.

         (d)      If, during any Pricing  Period,  Borrower's  Leverage Ratio is
                  greater  than  3.00 to 1.00 but less  than or equal to 3.25 to
                  1.00, Borrower's pricing will be a Level 4 Period.

         (e)      If, during any Pricing  Period,  Borrower's  Leverage Ratio is
                  greater than 3.25 to 1.00,  Borrower's pricing will be a Level
                  5 Period.

                                      2-1

<PAGE>


                                  ATTACHMENT 3

                   FORM OF ASSIGNMENT AND DELEGATION AGREEMENT

         THIS ASSIGNMENT AND DELEGATION  AGREEMENT (this "Agreement"),  dated as
of December 8, 1999,  is entered into by and between  UNION BANK OF  CALIFORNIA,
N.A., a national banking association,  in its capacity as collateral agent under
the Restated Credit Agreement  referred to in Recital A below (in such capacity,
"Collateral  Agent") and IBM CREDIT  CORPORATION,  a Delaware  corporation ("IBM
Credit").


                                    RECITALS

         A. Each of  Collateral  Agent and IBM Credit is a party to that certain
Third Amended and Restated  Credit  Agreement  dated as of November 12, 1998 (as
amended,  the "Restated  Credit  Agreement")  among Bell  Microproducts  Inc., a
California  corporation  ("Borrower"),  the financial  institutions from time to
time listed in Schedule I thereto  (the  "Banks"),  California  Bank & Trust,  a
California banking  association,  as administrative agent for the Banks (in such
capacity, "Administrative Agent") and Collateral Agent.

         B.  Pursuant  to  Paragraph  7.10  of the  Restated  Credit  Agreement,
Collateral  Agent is authorized  from time to time to (i) assign or transfer all
or any portion of its rights, benefits or privileges as "collateral agent" under
the Restated Credit  Agreement or under any of the other Credit Documents to one
or more Banks  and/or (ii)  delegate to or  subcontract  with,  or  authorize or
appoint any other Bank to perform all or any portion of the duties, covenants or
obligations  to be  performed  by  Collateral  Agent under the  Restated  Credit
Agreement or under any of the other Credit Documents.

         C. In order to  authorize  IBM Credit to assume  certain of  Collateral
Agent's  duties  and  responsibilities  with  respect  to  that  portion  of the
Collateral  consisting of or related to Inventory,  Collateral Agent has decided
to delegate,  subcontract  with,  authorize  and appoint IBM Credit to perform a
portion of the duties,  covenants or  obligations  to be performed by Collateral
Agent under the Restated  Credit  Agreement and the other Credit  Documents with
respect to such Collateral upon the terms and conditions herein set forth.

         D. In order to  enable  IBM  Credit  to assume  certain  of  Collateral
Agent's  duties  and  responsibilities  with  respect  to  that  portion  of the
Collateral  consisting of or relating to inventory,  IBM Credit has agreed, upon
the authorization,  direction and delegation of the Collateral Agent, to perform
a portion  of the  duties,  covenants  or  obligations  to be  performed  by the
Collateral  Agent  under the  Restated  Credit  Agreement  and the other  Credit
Documents with respect to such Collateral  upon the terms and conditions  herein
set forth.


                                    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, the Collateral Agent and IBM Credit hereby agree as follows:

                                      3-1

<PAGE>


         1. Definitions, Interpretation. All capitalized terms defined above and
elsewhere in this Agreement shall be used 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 Restated Credit  Agreement,  as
amended. The rules of construction set forth in Section I of the Restated Credit
Agreement  shall,  to the  extent  not  inconsistent  with  the  terms  of  this
Agreement, apply to this Agreement and are hereby incorporated by reference.

         2.  Assignment  and  Delegation.  Collateral  Agent hereby  assigns and
transfers to IBM Credit,  and delegates to,  subcontracts  with,  authorizes and
appoints IBM Credit,  and IBM Credit hereby accepts and agrees,  to perform each
of the specific  duties and  responsibilities  set forth on  Attachment 1 hereto
that  Collateral  Agent is  otherwise  required  and/or  authorized  to  perform
pursuant  to the  Restated  Credit  Agreement  and the other  Credit  Documents,
together  with  all  such  duties  and  responsibilities  as may  be  reasonably
incidental  thereto.  In connection  with the  performance by IBM Credit of such
duties and responsibilities,  IBM Credit shall be entitled to receive in the way
of  reimbursement  any amounts that  Collateral  Agent is otherwise  entitled to
receive  under the Restated  Credit  Agreement  and the other Credit  Documents,
including  without  limitation  (i) amounts that  Collateral  Agent is otherwise
entitled  to  receive  pursuant  to  Paragraph  5.01(c) of the  Restated  Credit
Agreement  (but  only to the  extent  that  IBM  Credit  in fact  performs  such
inspections  and audits  provided for  therein) and (ii)  one-half of the annual
agent's fee that Collateral  Agent is otherwise  entitled to receive pursuant to
the Agent's Fee Letter.

         3.  Rights  of IBM  Credit.  Without  limiting  the  scope of any other
provision  contained  in the  Restated  Credit  Agreement  or the  other  Credit
Documents,  the undersigned acknowledge and agree that both Collateral Agent and
IBM  Credit  shall  be  entitled  to the  benefit  of  all  of the  indemnities,
immunities  and other  protective  rights  that any Bank  acting as  "Collateral
Agent" is entitled to receive under the Restated Credit  Agreement and the other
Credit Documents as if IBM Credit were named as "Collateral  Agent"  thereunder,
including by way of example but not by limitation,  those set forth in Paragraph
7.04 of the Restated Credit Agreement.

         4.  Limitation  on  Liability.  Neither  IBM  Credit  nor  any  of  its
directors,  officers, employees or agents shall be responsible to the Banks, the
Collateral Agent or the Administrative  Agent for any action taken or omitted to
be taken by it or them  hereunder  or under  any  other  Credit  Document  or in
connection  herewith or therewith,  except for its or their own gross negligence
or willful misconduct.

         5. Actions by IBM Credit. As to any matters not expressly  provided for
by this Assignment and Delegation Agreement, IBM Credit shall not be required to
take any action or exercise any  discretion,  but shall be required to act or to
refrain  from  acting  upon  instructions  (i) of the  Collateral  Agent (if the
Collateral  Agent has been so instructed  by the Required  Banks) or (ii) of the
Required  Banks,  and  shall in all  cases be fully  protected  by the  Banks in
acting,  or in  refraining  from  acting,  hereunder  or under any other  Credit
Document in accordance with any such instructions, and such instructions and any
action taken or failure to act pursuant thereto shall be binding upon all of the
Banks.

                                      3-2

<PAGE>


         6.  Re-Assignment  or  Re-Delegation  of Duties  and  Responsibilities.
Unless otherwise agreed to between  Collateral Agent and IBM Credit,  IBM Credit
may re-assign  and  re-delegate  to  Collateral  Agent all or any portion of the
duties and obligations assigned and delegated to it by Collateral Agent pursuant
to this  Agreement at any time by giving thirty (30) days prior  written  notice
thereof to Administrative Agent, Collateral Agent and the Banks. In addition, at
any time the  Required  Banks  may,  in their  sole  discretion,  re-assign  and
re-delegate  all or any  portion  of the  duties and  obligations  assigned  and
delegated  to IBM Credit  hereunder  to  Collateral  Agent or such other Bank as
Required Banks may designate. Upon any such re-assignment and re-delegation, all
of the rights,  duties and obligations of IBM Credit hereunder shall immediately
and without  further action be re-assumed by the Collateral  Agent or such other
Bank as  Required  Banks may  designate  except  that the  benefit of all of the
indemnities,  immunities and other protective provisions shall continue to apply
to any  actions  taken  by  IBM  Credit  prior  to any  such  re-assignment  and
re-delegation.

         7. Miscellaneous.

                  (a) Counterparts. This Agreement 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 Agreement are for  convenience
         of reference only and are not part of the substance hereof.

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

                  (d)  Notices.  All  notices,   requests,   demands,  consents,
         instructions or other communications to or upon Collateral Agent or IBM
         Credit under this  Agreement  shall be given in the manner set forth in
         Paragraph 8.01 of the Restated Credit Agreement.

                                      3-3

<PAGE>


         IN WITNESS  WHEREOF,  Collateral  Agent and IBM Credit have caused this
Agreement to be executed as of the day and year first above written.


                                        UNION BANK OF CALIFORNIA, N.A., in its
                                        capacity as Collateral Agent

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


                                        IBM CREDIT CORPORATION

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


Acknowledged and Agreed:

CALIFORNIA BANK & TRUST,
as Administrative Agent

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

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

                                      3-4

<PAGE>


CALIFORNIA BANK& TRUST,
As a Bank

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

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


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

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


SANWA BANK CALIFORNIA,
As a Bank

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


COMERICA BANK - CALIFORNIA,
As a Bank

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

                                      3-5

<PAGE>


U.S. BANK NATIONAL ASSOCIATION,
As a Bank

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


IBM CREDIT CORPORATION,
As a Bank

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


BELL MICROPRODUCTS INC.

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

                                      3-6

<PAGE>


               Attachment 1 to Assignment and Delegation Agreement

                    Duties and Responsibilities of IBM Credit

         IBM Credit shall,  at the  direction  and request of Collateral  Agent,
upon proper notice and during normal  business hours visit and inspect  specific
properties and offices of Borrower and its Subsidiaries,  to conduct an audit of
any or all inventory.  Each such audit shall include by way of example,  but not
limitation  performing  a physical  count of  inventory,  requesting  a complete
inventory  report from Borrower,  selecting and testing  eligibility of a random
sample of inventory, and reviewing and testing discrepancies.

         FREQUENCY:  Each  inventory  audit  shall  take place at such times and
intervals  as  Collateral  Agent  may  reasonably  request,   including  without
limitation, an annual audit of the inventory of Borrower and its Subsidiaries.

         FEES: As set forth in Section 5.01(c) of the Third Amended and Restated
Credit Agreement, as it may be modified from time to time.

         SUMMARY:  At the  completion of each  inventory  audit IBM Credit shall
provide  Collateral  Agent with a written summary of such audit. If after review
of the summary and Collateral  Agent concludes that  additional  inventory audit
processes or sampling are required then Collateral  Agent,  upon 5 business days
prior  notice,  shall give  specific  and  detailed  direction  to IBM Credit to
conduct such additional processes or sampling.

                                      3-7

<PAGE>


                                  ATTACHMENT 4

                        FORM OF GUARANTOR CONSENT LETTER

                                December 8, 1999

TO:      ADMINISTRATIVE AGENT,
         As Administrative Agent for the Banks
         and the Agents under the
         Restated Credit Agreement referred to below

         1. Reference is made to the following:

                  (a) The Third Amended and Restated  Credit  Agreement dated as
         of November 12, 1998, among Borrower,  the Banks,  Administrative Agent
         and  Collateral  Agent,  as amended by that certain First  Amendment to
         Third Amended and Restated  Credit  Agreement dated as of May 13, 1999,
         that  certain  Second  Amendment to Third  Amended and Restated  Credit
         Agreement dated as of July 21, 1999 and that certain Third Amendment to
         Third  Amended and Restated  Credit  Agreement  dated as of October 15,
         1999 (as amended, the "Restated Credit Agreement");

                  (b) [The Bell Canada  Guaranty,  dated as of November 12, 1998
         (the " Bell Canada Guaranty"),] [The Bell-Tenex  Guaranty,  dated as of
         November 20, 1998 (the "Bell-Tenex  Guaranty"),]  [The Bell-Future Tech
         Guaranty,  dated as of  November  ____,  1999  (the  "Bell-Future  Tech
         Guaranty"),] executed by the undersigned  ("Guarantor") in favor of the
         Banks and Collateral Agent; and

                  (c) The Fourth  Amendment to Third Amended and Restated Credit
         Agreement,  dated as of December 8, 1999,  among  Borrower,  the Banks,
         Administrative Agent and Collateral Agent (the " Fourth Amendment");

         2. Guarantor  hereby  confirms that it is a wholly-owned  subsidiary of
[Bell Microproducts Inc., a California  corporation] [Bell Microproducts  Canada
Inc.,  a  California  corporation  ("Bell  Canada")  and that  Bell  Canada is a
wholly-owned subsidiary of Bell Microproducts Inc., a California corporation].

         3. Guarantor hereby consents to the Fourth Amendment, including without
limitation,  the extension of the Revolving  Loan Maturity Date from October 31,
2000 to May 31, 2001 and the  increase in the Total  Revolving  Loan  Commitment
from One Hundred  Thirty  Million  Dollars  ($130,000,000)  to One Hundred Sixty
Million  Dollars  ($160,000,000).  Guarantor  expressly  agrees  that the Fourth
Amendment shall in no way affect or alter the rights,  duties, or obligations of
Guarantor,  the Banks or  Collateral  Agent  under the  [Bell  Canada  Guaranty]
[Bell-Tenex Guaranty] [Bell-Future Tech Guaranty].

         4.  Pursuant  to  the  [Bell  Canada  Guaranty]  [Bell-Tenex  Guaranty]
[Bell-Future  Tech Guaranty],  Guarantor  continues to guaranty the payment when
due of, inter alia, all loans,  advances,  debts,  liabilities and  obligations,
however arising, owed by the Borrower to any Agent

                                      4-1

<PAGE>


or any Bank of every kind and  description  now  existing or  hereafter  arising
pursuant to the terms of the Restated Credit  Agreement as amended by the Fourth
Amendment or any of the other Credit Documents.

         5.  The  [Pledge]  [Security]  Agreement,  dated  as of  [November  20,
1998][November  ___,  1999]  executed by Guarantor in favor of Collateral  Agent
(the "[Pledge]  [Security]  Agreement")  and any other  security  granted to any
Agent or any of the Banks from time to time as security for the  obligations  of
Guarantor under the [Bell Canada Guaranty]  [Bell-Tenex  Guaranty]  [Bell-Future
Tech Guaranty] remains in full force and effect and unamended,  and the security
interests, mortgages, charges, liens, assignments, transfers and pledges granted
by  Guarantor  pursuant  to the  [Pledge]  [Security]  Agreement  and such other
documents (if any) continue to extend to all debts, liabilities and obligations,
present  or future,  direct or  indirect,  absolute  or  contingent,  matured or
unmatured, at any time due or accruing due, of Guarantor to any of the Banks and
any Agent arising under,  in connection  with or pursuant to the Restated Credit
Agreement and the other Credit Documents,  as acknowledged and confirmed by this
Guarantor Consent Letter,  notwithstanding  the amendment of the Restated Credit
Agreement by the Fourth Amendment.

         6. From and after the date hereof, the term "Restated Credit Agreement"
as used in the [Bell-Canada  Guaranty] [Bell-Tenex  Guaranty]  [Bell-Future Tech
Guaranty]  shall mean the Restated  Credit  Agreement,  as amended by the Fourth
Amendment.

         7.  Guarantor's  consent to the Fourth Amendment shall not be construed
(i) to have been required by the terms of the [Bell Canada Guaranty] [Bell-Tenex
Guaranty]  [Bell-Future  Tech Guaranty],  any other Credit Document or any other
document,  instrument  or  agreement  relating  thereto or (ii) to  require  the
consent of Guarantor  in  connection  with any future  amendment of the Restated
Credit Agreement or any other Credit Document.

                                      4-2

<PAGE>


         IN WITNESS  WHEREOF,  Guarantor  has executed  this  Guarantor  Consent
Letter as of the day and year first written above.

                                     [BELL/MICROPRODUCTS CANADA-TENEX DATA ULC]
                                     [BELL MICROPRODUCTS CANADA INC.]
                                     [BELL MICROPRODUCTS - FUTURE TECH, INC.]

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

                                      4-3

<PAGE>


                                  ATTACHMENT 5

                     MATTERS TO BE COVERED BY LEGAL OPINION

1.       Borrower (a) is a corporation duly incorporated and validly existing in
         good standing under the laws of its jurisdiction of  incorporation  and
         (b) has the requisite  corporate  power and authority to own, lease and
         operate its properties and carry on its business as now conducted.

2.       Borrower has the requisite  corporate power and authority to enter into
         the Amendment and to carry out the transactions  contemplated  thereby,
         and by the Restated Credit Agreement as amended by the Amendment.

3.       The  Amendment  has been duly  authorized,  executed  and  delivered by
         Borrower,  and the  Amendment  and the  Restated  Credit  Agreement  as
         amended by the Amendment,  each constitutes a legally valid and binding
         obligation of Borrower, enforceable against Borrower in accordance with
         its terms.

4.       The performance by Borrower of its obligations under the Amendment, and
         the Restated Credit Agreement as amended by the Amendment, will not (a)
         violate any provision of the Certificate of Incorporation or the bylaws
         of Borrower,  (b) to our  knowledge,  violate any provision of any law,
         rule,   regulation,   order,  writ,  judgement,   injunction,   decree,
         determination by a court having jurisdiction over Borrower,  (c) result
         in a breach of,  constitute a default under, or permit the acceleration
         of any obligation owed under any Reviewed  Agreement  listed on Annex A
         hereto  binding upon Borrower,  or (d) to our knowledge,  result in the
         attachment  of a Lien (other than a Permitted  Lien) upon any assets of
         Borrower.

                                      5-1