<PAGE>

EXHIBIT 10.31

LEGEND:  [ * ] = INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE 
ACT OF 1934, AS AMENDED.

                           AMENDMENT NO. 15, dated as of March 28, 1997 to
                           the DISTRIBUTION AND SERVICES AGREEMENT originally
                           dated as of January 31, 1994, as amended through
                           the date hereof (the "Services Agreement") between
                           VANSTAR CORPORATION, a Delaware corporation,
                           ("VANSTAR") and COMPUTERLAND CORPORATION, a
                           California corporation, ("COMPUTERLAND"), a
                           wholly-owned subsidiary of SYNNEX Information
                           Technologies, Inc. ("SYNNEX"). 

                                 R E C I T A L S

     a.  VANSTAR and MERISEL FAB, INC. ("FAB") were parties to the Services 
Agreement; it has been amended repeatedly by agreement of VANSTAR and FAB, 
and the most recent amendment is Amendment No. 14, dated December 16, 1996.  

     b.  COMPUTERLAND has agreed to purchase and assume substantially all of 
the assets and certain of the liabilities of the business conducted by FAB, 
subject to the terms and conditions of an Asset Purchase Agreement dated 
January 15, 1997. COMPUTERLAND, VANSTAR and FAB have agreed to the assignment 
of the Services Agreement under the terms of an "Assignment, Consent to 
Assignment and Release Agreement" dated March 31, 1996.  COMPUTERLAND's 
agreement to such assignment, and VANSTAR's consent to such assignment are 
conditioned, among other things, on the agreement of COMPUTERLAND and VANSTAR 
to the terms set forth in this Amendment No. 15.  

     c.  COMPUTERLAND and VANSTAR signed a "Term Sheet" in letter form and 
dated March 14, 1997; this Amendment No. 15 constitutes the amendments to the 
Services Agreement contemplated by the Term Sheet.  

     NOW, THEREFORE, for good and valuable consideration, the parties do 
hereby agree as follows:  

     1.  CAPITALIZED TERMS; EFFECTIVENESS OF AMENDMENTS.  Capitalized terms 
not otherwise defined herein shall have the meanings set forth in the 
Services Agreement.  Except as otherwise provided in this Amendment No. 15, 
all amendments and prior 

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letters of agreement executed between the parties shall continue in effect 
through the end of the Winding Down Period or the earlier termination of the 
Agreement except for the following amendments and letters of agreement which 
were terminated in accordance with the terms of Amendment No. 13:  Amendments 
No. 1, 2 and 7; letter of agreement dated March 31, 1995 entitled "Drop Ship 
Fee Reduction" and letter of agreement dated September 15, 1995 relating to 
Apple Computer distribution fees and rebates.  

     2.  AMENDMENT OF HEADING.    The heading of the Services Agreement is 
amended to read:

          "DISTRIBUTION AND SERVICES AGREEMENT dated as of January 31, 
          1994, as amended through the date hereof (the "Agreement"), 
          between VANSTAR CORPORATION, a Delaware corporation formerly 
          known as ComputerLand Corporation (the "Seller"), and 
          COMPUTERLAND CORPORATION, a California corporation (the "Buyer")."

     3.  AMENDMENTS TO SECTION 1.1

     (a)  The definitions of the following defined terms are deleted:

          Additional Extended Payment Amount
          Baseline Adjustment Event 
          Basic Extended Payment Amount
          Baseline Revenue 
          Buyer Prohibited Transferees
          Calculation Period
          Excess Percentage
          Extended Payment Termination Date
          Merisel
          Minimum Growth Target
          Other Merisel Distribution Business
          Private Placement Closing Date
          Rolling Average Net Payment Amount

     (b)  The definition of "Base Percentage" is amended to read:
     
          "BASE PERCENTAGE" means [ * ].
     
     (c)  The definition of "Designated Territory is amended to read:
     
          "DESIGNATED TERRITORY" means the 50 states of the United States
          of America and the District of Columbia."  

     (d)  The definition of "Monthly Distribution Fee" shall read:


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          "MONTHLY DISTRIBUTION FEE means, for each month during
          the Distribution Period and the Winding down Period, an
          amount equal to [ * ] for such month TIMES [ * ]."
     
     (e)  The definition of "Scheduled Termination Date" (originally set 
forth in Amendment No. 13) is amended to read:

          "SCHEDULED TERMINATION DATE means September 30, 1997, provided,
          however:

               (i) in the event that Buyer gives Seller written notice not 
          later than July 1, 1997 of its election to terminate the 
          Distribution Period effective on July 31, 1997, then the Scheduled 
          Termination Date shall mean July 31, 1997; and

               (ii) in the event that Buyer gives Seller written notice not
          later than August 1, 1997 of its election to terminate the
          Distribution Period effective on August 31, 1997, then the Scheduled
          Termination Date shall mean August 31, 1997; and

               (iii) in the event that Buyer gives Seller written notice of 
          its intention not later than September 1, 1997 of its election to
          terminate the Distribution Period on December 31, 1997, then the
          Scheduled Termination Date shall mean December 31, 1997.

          In any case, and unless otherwise agreed by the parties, the 
          Scheduled Termination Date shall be followed by a [ * ] Winding 
          Down Period in accordance with Article VII.

     (f)  The definition of "Applicable Revenue" is amended to read:

          "APPLICABLE REVENUE" for any period means the gross revenues of the
          Subject Business recognized by Buyer for such period, determined in
          accordance with GAAP, including Gross Sales, Royalties and any other
          Revenue, in each case for such period, but excluding revenue
          attributable to shipments of product by parties other than Seller.

     4.  AMENDMENT TO SECTION 2.1.     Subsection 2.1(c) is amended by adding 
the following:

          "Sales of product by Seller to Buyer for resale to SYNNEX and
          affiliates of SYNNEX shall be subject to credit limits and terms 
          and conditions established by Seller, which credit limits and terms
          and conditions may be changed by Seller in its sole discretion.  A


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          material breach by Seller of its obligations in the preceding
          sentence shall be considered a Material Default."

     5.  AMENDMENT TO SECTION 2.2.     Section 2.2 is amended by adding new
subsection (i):

          (i) Notwithstanding anything set forth in Section 2.2 to 
          the contrary, Seller agrees to grant Buyer, during the Distribution 
          Period, reasonable access to its mainframe for order entry and 
          other legitimate purposes limited, however, to access at Seller's 
          Pleasanton, California facilities. Seller further agrees to 
          cooperate with Buyer in Buyer's efforts to develop either an order 
          entry/product availability look-up function through mainframe 
          access or an EDI-based order entry system from SYNNEX's Fremont, 
          California and Greenville, South Carolina facilities."

     6.  AMENDMENT TO SECTION 2.3.     The second sentence of Section 2.3(g) is
amended to read:

          "In that connection, each party shall use commercially reasonable 
          efforts (i) to inform the other party regarding any significant 
          meetings, telephone conversations, correspondence and other 
          contracts with vendors if an ordinarily prudent person would 
          reasonably determine that such contact significantly concerns the 
          interests of the other party, and in the case of any such meetings 
          for which such party has reasonable advance notice and which are 
          expected to cover issues that an ordinarily prudent person would 
          consider important to the other party under the circumstances, to 
          permit a representative of the other party to participate therein." 
 

     7.   AMENDMENT TO SECTION 2.3(k).  Section 2.3(k) is deleted in its 
entirety.  

     8.   AMENDMENT TO SECTION 2.7.     Section 2.7 is amended by adding new
Subsection (e), to read:

          "(e) Notwithstanding anything set forth in this Section 2.7 or an 
          amendment to the contrary, Seller has advised Buyer of recent 
          increases and further anticipated increases to freight costs, and 
          of Seller's intention to procure the services of alternative 
          shipping providers in the near future.  Buyer has agreed to pay 
          such increased costs in accordance with the procedures required 
          under the terms of the Services Agreement.  In addition, within 30 
          days of the termination of the Winding Down Period, Buyer agrees to 
          pay Seller, if a positive figure, and Seller agrees to pay Buyer, 
          if a negative figure, a sum (the "Excess Freight Settlement") equal 
          to one half of the difference between [ * ] and the amount by which 
          the 


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          freight costs paid during the period from March 31, 1997 to the 
          end of the Winding Down Period exceeds [ * ] of the freight costs 
          that would have been incurred by Buyer if the freight rates during 
          such period had been equal to the freight rates applicable on 
          January 1, 1997."

     9.  AMENDMENT TO SECTION 2.8.  Subsection (iv) of Section 2.8(b) is deleted
in its entirety, and Subsection (v) is renumbered as Subsection (iv) and is
amended to read in its entirety:  

          "(iv) the amount of any wire transfer made by Buyer to Seller
          on such Business Day pursuant to Section 2.5(a) (to the extent 
          that Buyer shall have given notice of such wire transfer
          pursuant to such Section 2.5(a))."

The first full paragraph following previous subsection (v) (and set forth in
Amendment No. 13) is amended to read:

          "Subject to the further provisions of this Section 2.8(a), (i) if
          the Daily Net Payment Amount is positive, then Buyer shall pay
          that amount to Seller by the following Business Day pursuant
          to Section 2.5(a), and (ii) if the Daily Net Payment Amount is
          negative, then Seller shall pay that amount to Buyer by the
          following Business Day by wire transfer of immediately
          available funds, in accordance with Section 2.12(c).  Seller
          shall provide Buyer, on a monthly basis, with a printed
          summary of all transactions completed hereunder, in a form
          reasonably acceptable to Buyer.  Buyer shall reimburse Seller
          on a monthly basis for the postage costs of mailing printed
          invoices."  

     10.  AMENDMENT TO SECTION 2.9.  Section 2.9 is amended to read:

          "2.9  FEES.    Buyer shall pay to Seller the following fees:

          (a)  An amount equal to the Monthly distribution
          Fee for each month during the Distribution Period
          and the Winding Down Period, payable as provided
          in Section 2.10; and

          (b)  A "Fixed Services Fee" of [ * ] per month,
          for the period April 1, 1997 through November 30,
          1997, payable on the first day of each month
          commencing April 1, 1997; and

          (c)  An "Additional Services Fee," which is in


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          addition to the Monthly distribution Fee and the
          Fixed Services Fee, in an amount to be determined
          by the date of the termination of the Winding Down
          Period, and as is set forth below:

If the termination of the          Then the following Additional Service
Winding Down                       Fee shall be paid to Seller on the date(s)
Period is on                       indicated:

<TABLE>
<CAPTION>
                 10/31/97       11/31/97       12/31/97      1/31/98     2/28/98      3/31/98
                 --------       --------       --------      -------     -------      -------
<S>               <C>             <C>            <C>          <C>         <C>           <C>
10/31/97          [ * ]
11/30/97                          [ * ]
12/31/97                                         [ * ]
3/31/98                                          [ * ]        [ * ]       [ * ]         [ * ]
</TABLE>

     11.  AMENDMENT TO SECTION 2.10.  Subsection (e)(i)(E) is amended to read:

          "(E) interest payable pursuant to Section 2.5(b), as
          certified pursuant to Section 2.10(b)(ii)(20);"

Subsection (e)(ii)(F) is amended to read:

          (F) interest payable pursuant to Section 2.5(b), as
          certified pursuant to Section 2.10(b)(ii)(20);"

Subsection (g) is amended by rewriting the first sentence to read:

          "(g)  Within 45 days after the end of each month, Buyer shall 
          certify to Seller in writing the Applicable Revenue of the Subject
          Business for such month, as determined by Buyer in accordance with
          generally accepted accounting principles, applied in a manner
          consistent with the accounting principles used by Buyer for 
          financial reporting purposes."  

     12.  AMENDMENT TO SECTION 2.16.  Subsection (a) is amended to read:

          "Seller (on its own behalf) may sell any product to any person at 
          any location, whether or not such location is served by Buyer or
          any Customer, or engage in such other business or businesses as
          Seller may from time to time determine."

     13.  AMENDMENT TO SECTION 2.17.  Section 2.17 is amended to read:

          "Subject to the terms and conditions of this Section 2.17, during
          the Distribution Period, Buyer may (i) [ * ] from


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          Seller, for the Subject Business, one or more specified products, or
          all products of one or more specified vendors, [ * ]
          [ * ] Seller hereunder or (ii) without prejudice to any
          obligation Buyer may have under any [ * ] or
          [ * ] or this Agreement, [ * ]provided, however, that in (i) above
          Buyer shall give written notice of such election at least 60 and 
          not more than 120 days prior to the effectiveness thereof; further, 
          PROVIDED, HOWEVER, that such notice requirement shall not apply to 
          any [ * ] of a [ * ] by Seller if Buyer purchases such vendor's 
          products pursuant to Section 2.23."  

     14.  AMENDMENT TO SECTION 2.19.  Subsections (b) and (c) are deleted, and
subsection (a) is amended to read:

              "2.19.  PROMPT PAYMENT DISCOUNTS.  (a)  If any vendor shall offer
          to Seller a Prompt Payment Discount in respect of any amounts payable
          for products of the types held for sale to Buyer hereunder purchased
          by Seller from such vendor during the Distribution Period, and the
          interest rate equivalent of such Prompt Payment Discount, determined
          as provided in Section 2.19(d), is a rate per annum not less than the
          Prime Rate plus [ * ] per annum, then [ * ] shall have the option, 
          but not the obligation, to use commercially reasonable efforts to 
          [ * ] such [ * ] with respect to its [ * ] from [ * ] by [ * ] 
          within the [ * ], except as otherwise provided in this Section 2.19.  
          To the extent that [ * ] does not elect to [ * ] any such [ * ] that 
          has an interest rate equivalent of at least prime plus [ * ], [ * ] 
          shall offer to [ * ] the right to require [ * ] to [ * ] all or a 
          portion of any such [ * ] that [ * ] otherwise would elect not to 
          [ * ] by [ * ] on terms mutually acceptable to the parties.  Any 
          party that [ * ] any portion of a [ * ] shall be entitled to [ * ] 
          an amount equal to interest on such portion at an annual rate of 
          prime plus [ * ] out of the [ * ]. Any remaining [ * ] shall be 
          apportioned between Seller and Buyer in accordance with the 
          respective amounts [ * ] by Seller and Buyer; provided, that if 
          any such apportionment would cause any party to receive an amount 
          (including any amount received pursuant to the immediately 
          preceding sentence) that would exceed such party's pro rata share 
          of the maximum [ * ], then the excess will be given to the 
          other party.  For the purposes of determining the pro rata share of
          any party referred to in the foregoing proviso, the allocation
          percentage applicable to such party pursuant to Section 2.22 of the
          Agreement for the relevant products shall be used.

     15.  AMENDMENT TO SECTION 2.22.  Subsection (h) is added to read:

          (h)  Notwithstanding anything set forth in this Section 2.22 to the


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          contrary, the parties agree that in those instances in which an
          original equipment manufacturer has determined to exclude `strategic
          allocations' in allocating product among its aggregators, 
          distributors and customers, and has informed the Seller in writing 
          of such allocation, the methodology for allocation of product 
          between Buyer and Seller shall also exclude such `strategic 
          allocations' beginning in the month following such notification."

     16.  AMENDMENT TO SECTION 2.33.  Subsection (b) is deleted in its 
entirety. 

     17.  AMENDMENT TO SECTION 2.34.  Section 2.34 is deleted in its entirety.  

     18.  AMENDMENT TO SECTION 2.36.  Section 2.36 is deleted in its entirety.  

     19.  AMENDMENT TO ARTICLE II.  Article II is amended by adding new Section
2.37 to read:

              "2.37.  SECURITY INTEREST.  Buyer agrees to grant Seller, as
          security for Buyer's performance of its obligations, a first priority 
          security interest in all of Buyer's inventory and receivables on the 
          terms set forth in Exhibit A attached hereto."

     20.  AMENDMENTS TO SECTIONS 4.2, 4.3, 4.4, AND 4.5.  Sections 4.2, 4.3,
4.4, and 4.5 are deleted in their entirety.  

     21.  AMENDMENT TO SECTION 4.6.  Subsection (e) is added to read:

          "(e)  Notwithstanding anything set forth in Section 4.6 or Amendment
          No. 10 to the contrary, the parties agree:  (i) that Seller shall not
          be obligated to continue the MASTER program after June 30, 1997; and
          (ii) that in no event shall the value of accounts receivable financing
          under the MASTER program exceed five million dollars ($5,000,000)."

     22.  AMENDMENTS TO SECTION 5.7.  Section 5.7 is deleted in its entirety.  

     23.  AMENDMENT TO ARTICLE VII.  The first two paragraphs of Section 7.1(a)
of the Agreement (as amended by Amendment No. 13) are amended to read in their
entirety:

               "(a)  The Seller and the Buyer shall continue to negotiate in
          good faith to establish a timetable and procedures for the 
          termination of the Logistics Services provided pursuant to Article 
          II.  Such negotiations shall include (i) discussions regarding the 
          Seller's proposed maintenance of inventories solely at the 
          Indianapolis DDC from which all shipments to Customers on buyer's 
          behalf hereunder would be made during the Winding Down Period (as 
          defined below); and (ii) discussions regarding 


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          Buyer's purchase of inventory from Seller during the Winding Down 
          Period.
          
          If the Seller and the Buyer shall be unable to agree upon such a
          timetable and procedures prior to July 1, 1997, the Distribution
          Period shall automatically deemed to be the [ * ] following the
          Scheduled Termination Date (such [ * ] period being referred to as 
          the "Winding Down Period").  As shall be reasonably requested by 
          Buyer, Seller shall provide Buyer with information necessary for 
          Buyer and Seller to manage inventory prior to and during the 
          Winding Down Period including but not limited to information 
          pertaining to SKU's, on-hand inventory, orders, product 
          availability and Buyer's daily run rate.

     24.  AMENDMENT TO SECTION 9.3.  

          if to the Buyer, to:

          Attn. Donna E. Straff
          General Counsel
          COMPUTERLAND CORPORATION
          5964 W. Las Positas Blvd.
          Pleasanton, CA  94588

          Fax:  510/467-6080

          with a copy to:

          Attn:  Robert Huang
          President
          SYNNEX Information Technologies, Inc.
          3797 Spinnaker Court
          Fremont, CA  94538

          if to the Seller, to:
          
          Attn:  H. Christopher Covington
          Senior Vice President and General Counsel
          Vanstar Corporation
          5964 W. Las Positas Blvd.
          Pleasanton, CA  94588-9012

          Fax:  510/734-4823

          with a copy to:


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          Attn:  Frederick M. Bachman, Esq.
          O'Sullivan Graev & Karabell
          30 Rockefeller Plaza
          New York, NY  10112

          Fax:  212/408-2420

     25.  AMENDMENT TO ARTICLE 9.  Article 9 is amended by adding a new Section
9.13 to read:
               "9.13  PURCHASE OF BUYER FRANCHISEES.  Seller agrees that it
          shall not, prior to the end of the Winding Down Period purchase, or
          agree to purchase, any franchisee of Buyer."

     26.  AMENDMENT TO SCHEDULES.  Each of the following schedules to the
Agreement is hereby terminated in its entirety and replaced with 
"[Intentionally omitted]."
     
                               SCHEDULE 1.1-2A

     27.  ASSIGNMENT TO SUBLEASE.  FAB has agreed to assign its interest in 
the "Sublease" for its office premises on West Las Positas Blvd. In 
Pleasanton to Buyer.  Vanstar agrees to use all reasonable efforts to obtain 
from the landlord the landlord's consent to such assignment. 

     28.  CONTINUED EFFECT OF AGREEMENT.  Except as amended hereby, the 
Agreement shall remain in full force and effect in accordance with its terms 
and conditions.  The extension to the Distribution and Services Period 
provided by this Amendment No. 15 shall not obligate any party to the 
Agreement to agree to any further extension to such Period.  

     29.  MISCELLANEOUS.  This Amendment No. 15 (a) shall be governed by the 
laws of the State of California, (b) shall be binding upon and inure to the 
benefit of the Seller and the Buyer and their respective successors and 
permitted assigns, (c) shall not be amended or modified except by written 
instrument signed by the Seller and the Buyer and (d) represents the entire 
agreement of the parties with respect to the subject matter hereof and 
supersedes all prior written and oral agreements and understandings with 
respect thereto, including those portions of the Term Sheet contemplating the 
amendments provided hereby.  

     30.  COUNTERPARTS.  This Amendment No. 15 may be executed in counterpart 
by the parties hereto.  

IN WITNESS WHEREOF, the parties have set their hands as of the date first 
written above.  

                              VANSTAR CORPORATION


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                              By: /s/ AHMAD MANSHOURI
                                  -----------------------
                              Name:     Ahmad Manshouri
                              Title:    Sr. Vice President and
                                        General Manager, Operations

                              COMPUTERLAND CORPORATION


                              By: /s/ C. KEVIN CHUANG
                                  ------------------------
                              Name:     C. Kevin Chuang
                              Title:    CFO


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