<PAGE>   1


LEGEND: [ * ] = CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING
CONFIDENTIAL TREATMENT FILED BY THE REGISTRANT UNDER RULE 24B-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                    AMENDMENT NO. 15, dated as of March 28, 1997
                                    to the DISTRIBTUION 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 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




<PAGE>   2

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:

"Monthly Distribution Fee means, for each month during the 
Distribution Period and the Winding down Period, an amount 
equal to [ * ] for such month times [ * ]."


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         (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 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.


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                  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 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



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                  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 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                         incicated:

<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>


<PAGE>   6

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
                  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 


<PAGE>   7

                  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 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."


<PAGE>   8

         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 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:



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                  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:

                  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.


<PAGE>   10

         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
         


                                           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