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                                                                    EXHIBIT 10.8

                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is entered into as of July
1, 1999 between DIRECT ALLIANCE CORPORATION, INC., an Arizona corporation
("Company"), and BRANSON SMITH ("Executive").

                                    RECITALS

         Executive is currently employed by Company in the position of President
and Chief Operating Officer. Company is the wholly owned subsidiary of Insight
Enterprises, Inc. (the "Parent"). Company has decided to offer executive an
employment agreement, the terms and provisions of which are set forth below.

NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

1.       TERMS OF AGREEMENT

         (a)      Initial Term. Executive shall be employed by Company for the
                  duties set forth in Section 2 for a two-year term, commencing
                  as of July 1, 1999 and ending on June 30, 2001 (the "Initial
                  Term"), unless sooner terminated in accordance with the
                  provisions of this Agreement.

         (b)      Renewal Term; Employment Period Defined. On each successive
                  day after the commencement of the Initial Term, without
                  further action on the part of Company or Executive, this
                  Agreement shall be automatically renewed for a new 2-year term
                  dated effective and beginning upon each such successive day
                  (the "Renewal Term"); provided, however, that Company may
                  notify Executive, or the Executive may notify the Company, at
                  any time, that there shall be no renewal of this Agreement,
                  and in the event of such notice, neither party shall be under
                  any obligation to renew or extend this Agreement. The period
                  of time commencing as of the date hereof and ending on the
                  effective date of the termination of employment of Executive
                  under this or any successor Agreement shall be referred to as
                  the "Employment Period."

2.       POSITION AND DUTIES

         (a)      Job Duties. Company does hereby employ, engage and hire
                  Executive as President of Company, and Executive does hereby
                  accept and agree to such employment, engagement, and hiring.
                  Executive's duties and authority during the Employment Period
                  shall be such executive and managerial duties as the Board of
                  Directors of the Company or the Board of Directors of the
                  Parent (either or both of which may be referred to herein as
                  the "Board") shall reasonably provided that such duties and
                  authority shall not be materially different than they are at
                  the date of this Agreement;
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                  further that the authority of Executive shall not be
                  diminished, and that Executive shall not be demoted. Executive
                  will devote such time as the Board shall reasonably determine;
                  provided that such devotion of time shall not be materially
                  different from Executive's devotion of time at the date of
                  this Agreement, reasonable absences because of illness,
                  personal and family exigencies excepted.

         (b)      Best Efforts. Executive agrees that at all times during the
                  Employment Period he will faithfully, and to the best of his
                  ability, experience and talents, perform the duties that may
                  be required of and from him and fulfill his responsibilities
                  hereunder pursuant to the express terms hereof. Executive's
                  ownership of, or participation (including any board
                  memberships) in, any entity (other than Company or Parent)
                  must be disclosed to the Board; provided, however, that
                  Executive need not disclose any equity interest held in any
                  public company or any private company that is not engaged in a
                  competing business as defined in Section 10 of this Agreement
                  when such interest constitutes less than 1% of the issued and
                  outstanding equity of such public or private company.

3.       COMPENSATION

         (a)      Base Salary. Company shall pay Executive a "Base Salary" in
                  consideration for Executive's services to Company at the rate
                  of $200,000 per annum. The Base Salary shall be payable as
                  nearly as possible in equal semi-monthly installments or in
                  such other installments as are customary from time to time for
                  Company's or Parent's executives. The Base Salary may be
                  adjusted from time to time in accordance with the procedures
                  established by Company or Parent for salary adjustments for
                  executives, provided that the Base Salary shall not be
                  reduced.

         (b)      Incentive Compensation.

                  (1)      Executive shall also be permitted to participate in
                           such incentive compensation plans as adopted by the
                           Board from time to time. During the Employment
                           Period, the Executive shall be entitled to an
                           incentive bonus, calculated and payable quarterly,
                           equal to 2.0% of the Company's "net earnings",
                           provided that the Company's net earnings exceed the
                           Minimum Amount for the applicable fiscal quarter; and
                           provided further that the incentive bonus for the
                           total of the four quarters constituting the fiscal
                           year ending December 31, 1999 shall not exceed 270%
                           of Executive's annual Base Salary for that fiscal
                           year, but such limitation shall not be applicable
                           thereafter.

                  (2)      For purposes of calculating Executive's incentive
                           bonus pursuant to this subsection (b), the Company's
                           "net earnings" shall be the Company's consolidated
                           net after tax earnings prior to any incentive bonus
                           amounts for Executive and other executives of
                           Company. All allocations of overhead expense from
                           Parent to determine Company's "net earnings" shall be
                           on a


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                           basis consistent with the allocation methods applied
                           for prior accounting periods of Parent and Company,
                           provided, however, that changes thereto required by
                           U.S. Generally Accepted Accounting Principles shall
                           be deemed acceptable. The amounts payable pursuant to
                           this subparagraph (b) shall be paid on or before
                           thirty (30) days after the public financial reporting
                           by Parent at the end of the applicable fiscal
                           quarter. For purposes of this subparagraph (b) the
                           term "Minimum Amount" means an amount equal to eighty
                           percent (80%) of the average of the Company's net
                           earnings for the immediately preceding four fiscal
                           quarters ended prior to the applicable fiscal
                           quarter.

                  (3)      If upon final presentation of consolidated financial
                           statements to Parent by the Parent's outside
                           Certified Public Accountants, the "net earnings" of
                           Company requires adjustment, then, within thirty (30)
                           days after such presentation, Company or Executive,
                           as the case may be, shall pay to the other the amount
                           necessary to cause the net amount of incentive bonus
                           paid to be the proper amount after adjustment;
                           provided that if Executive shall pay Company pursuant
                           to the provisions of this clause (3), then the amount
                           the Executive shall pay will be reduced by the taxes
                           withheld by Company attributable to such amount
                           ("Withheld Portion"), and the Withheld Portion shall
                           be offset against the next subsequent payments of
                           Base Salary and incentive compensation made pursuant
                           to Sections 3(a) and (b).

         (c)      Incentive and Benefit Plans. Executive will be entitled to
                  participate in those incentive compensation and benefit plans
                  reserved for the Company's or Parent's executives, including
                  any stock option plan maintained by Parent, in accordance with
                  the terms of such compensation and benefit plans.
                  Additionally, the Executive shall be entitled to participate
                  in any other benefit plans sponsored by Company or Parent,
                  including but not limited to, any savings plan, life insurance
                  plan and health insurance plan available generally to
                  employees of Company or Parent from time to time, subject to
                  any restrictions specified in, or amendments made to, such
                  plans.

         (d)      Vacation. The Executive shall be entitled to four (4) weeks
                  vacation during the calendar year, and such additional
                  vacation time as the Board shall approve, with such vacation
                  to be scheduled and taken in accordance with the Company's or
                  Parent's standard vacation policies, but this provision is not
                  intended to interfere with or limit Executive's discretion to
                  determine the appropriate time to be devoted to his duties
                  hereunder.

4.       BUSINESS EXPENSES

The Company will reimburse Executive for any and all necessary, customary and
usual expenses which are incurred by Executive on behalf of Company, provided
Executive provides Company with receipts to substantiate the business expense in
accordance with Company's policies or otherwise reasonably justifies the expense
to the Company.


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5.       DEATH OR DISABILITY

         (a)      Death. This Agreement shall terminate upon Executive's death.
                  Executive's estate shall be entitled to receive the Base
                  Salary due through the date of his death and any incentive
                  compensation payable for quarters ended prior to Executive's
                  death, but no Base Salary or other payment or benefit will be
                  payable after death except as expressly provided elsewhere in
                  this Agreement. The determination of any bonuses or incentive
                  compensation to be payable for quarters ending following
                  Executive's death will be made in accordance with the
                  provisions of any incentive compensation program, practice, or
                  policy in which Executive participates at the time of
                  Executive's death. If there is no written incentive
                  compensation program, policy, or practice in effect at the
                  time of Executive's death, Company, in the exercise of its
                  discretion, may elect to pay to Executive's estate a portion
                  of the incentive compensation to which Executive would have
                  been entitled (had Executive not died) for the year in which
                  this Agreement terminated due to Executive's death.

         (b)      Disability. This Agreement shall also terminate in the event
                  of Executive's "Disability." For purposes of this Agreement,
                  "Disability" means the total and complete inability of
                  Executive for a minimum period of six (6) months to perform
                  the essential duties associated with his normal position with
                  Company (after any accommodations required by the Americans
                  with Disabilities Act or applicable state law) due to a
                  physical or mental injury or illness that occurs while
                  Executive is actively employed by Company. If this Agreement
                  is terminated due to Executive's Disability, Executive shall
                  receive the severance compensation called for by Section 6(c).

6.       TERMINATION BY COMPANY

         (a)      Termination for Cause. Company may terminate this Agreement at
                  any time during the Initial Term or any Renewal Terms for
                  "Cause" upon written notice to Executive. If Company
                  terminates this Agreement for "Cause," Executive's Base Salary
                  shall immediately cease, and Executive shall not be entitled
                  to severance payments, incentive compensation payments or any
                  other payments or benefits pursuant to this Agreement, except
                  for any vested rights pursuant to any benefit plans in which
                  Executive participates and any accrued compensation, vacation
                  pay and similar items. For purposes of this Agreement, the
                  term "Cause" shall mean the termination of Executive's
                  employment by Company for one or more of the following
                  reasons:

                  (1)      The criminal conviction for any felony involving
                           theft or embezzlement from Company or any affiliate;

                  (2)      The criminal conviction for any felony involving
                           moral turpitude that reflects adversely upon the
                           standing of Company in the community;


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                  (3)      The criminal conviction for any felony involving
                           fraud committed against Company, any affiliate or any
                           individual or entity that provides goods or services
                           to, receives goods or services from or otherwise
                           deals with Company or any affiliate;

                  (4)      Acts by Executive that constitute repeated and
                           material violations of this Agreement, any written
                           employment policies of Company or Parent, or any
                           written directives of Company or Parent. A violation
                           will not be considered to be "repeated" unless such
                           violation has occurred more than once and after
                           receipt of written notice from Company of such
                           violation; or

                  (5)      Failure to fully cooperate in any investigation by
                           the Company or Parent.

                  Any termination of Executive when there is not Cause is
                  "without Cause." If Company terminates Executive for Cause,
                  and it is later determined that Cause did not exist, Company
                  will pay Executive the amount he would have received under
                  this Agreement if his employment had been terminated by
                  Company without Cause, plus interest at the Prime Rate
                  published by the Wall Street Journal on the date of
                  termination. Such payments and interest shall be calculated as
                  of the effective date of the initial termination. Payment
                  shall be made within fifteen (15) days after such later
                  determination is made.

         (b)      Termination Without Cause. Company also may terminate this
                  Agreement at any time during the Initial Term or Renewal Terms
                  without Cause. If Company terminates this Agreement pursuant
                  to this paragraph, Company shall provide Executive with ninety
                  (90) days advance written notice. This Agreement shall
                  continue during such notice period. The termination of this
                  Agreement shall be effective on the ninetieth (90th) day (the
                  "Date") following the day on which the notice is given.
                  Company may, at its discretion, place Executive on a paid
                  administrative leave during all or any part of said notice
                  period. During the administrative leave, Company may bar
                  Executive's access to Company's offices or facilities if
                  reasonably necessary to the smooth operation of Company, or
                  may provide Executive with access subject to such reasonable
                  terms and conditions as Company chooses to impose.

         (c)      Severance Compensation. Should Executive's employment by
                  Company be terminated without Cause, Executive shall receive
                  as a lump sum immediately upon such termination the total
                  amount of his Base Salary for the remainder of the Initial
                  Term or current Renewal Term, as applicable, determined as if
                  the employment of the Executive had not been terminated prior
                  to the end of such term and as if the Executive had continued
                  to perform all of his obligations under this Agreement and as
                  an employee and officer, director of the Company. Executive
                  shall have no duty to mitigate damages in order to receive the
                  Compensation described by this Subsection, and the
                  Compensation shall not be reduced or offset by other income,
                  payments or profits received by Executive from any source.


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         (d)      Incentive Compensation. Executive shall not be entitled to
                  receive any incentive compensation payments for the fiscal
                  quarter in which his employment is terminated for Cause or any
                  later quarters. If Executive is terminated without Cause,
                  Executive shall receive as a lump sum immediately upon such
                  termination the total amount of incentive compensation
                  payments determined in accordance with the provisions of any
                  incentive compensation program, practice, or policy in which
                  Executive participates on the effective date of the
                  termination, determined as if the employment of the Executive
                  had not been terminated prior to the end of the Initial Term
                  or latest Renewal Term, if later, and as if the financial
                  performance of Company upon which the programs, practice, or
                  policy is determined continues as it had been for the
                  immediately preceding last four (4) fiscal quarters ended
                  prior to either (i) the date of notice of termination or (ii)
                  the date of termination, as Executive shall elect after
                  receiving the report of such performance for the applicable
                  fiscal quarters, and as if the Executive had continued to
                  perform all of his obligations under this Agreement and as an
                  employee of the Company. Executive shall have no duty to
                  mitigate damages in order to receive the Compensation
                  described by this Subsection and the Compensation shall not be
                  reduced or offset by other income, payments or profits
                  received by Executive from any source. If there is no binding
                  incentive compensation program, policy, or practice in effect
                  on the effective date of the termination, Company, in the
                  exercise of its discretion, may elect to pay Executive a
                  portion of the incentive compensation to which he would have
                  been entitled (had his employment not terminated) for the
                  quarter in which his employment is terminated without Cause.

         (e)      Other Plans. Except to the extent specified in this Section 6
                  and as provided in this Subsection (e), termination of this
                  Agreement shall not affect Executive's participation in,
                  distributions from, and vested rights under any employee
                  benefit plan of Company, which will be governed by the terms
                  of those respective plans, in the event of Executive's
                  termination of employment. If Executive is terminated without
                  Cause, then Executive shall become fully vested under any and
                  all stock bonus and stock option plans and agreements in which
                  Executive had an interest, vested or contingent. If applicable
                  law or the terms of such plan(s) prohibit such vesting, then
                  Company shall pay Executive an amount equal to the value of
                  the benefits and rights that would have, but for such
                  prohibition, been vested. Executive shall have no duty to
                  mitigate damages in order to receive the Compensation
                  described by this Subsection and the Compensation shall not be
                  reduced or offset by other income, payments or profits
                  received by Executive from any source.

         (f)      Example. For example, if Company provides notice to Executive
                  of Termination without Cause on January 1, 2000, then the
                  Employment Period ends ninety days thereafter, on April 1,
                  2000, and Company will pay to Executive in a lump sum payment
                  immediately thereafter the sum of an amount equal to (i)
                  Executive's Base Salary for the next two (assuming the
                  contract started Jan 1, 2000) (2) years totaling $430,000
                  (assuming the Base Salary was at that time $215,000) plus (ii)
                  the incentive compensation for eight fiscal quarters computed
                  as stated above, and Executive shall


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                  become fully vested in all stock bonus and stock option plans
                  and agreements in which Executive had an interest.

7.       TERMINATION BY EXECUTIVE

         (a)      General. Executive may terminate this Agreement at any time,
                  with or without "Good Reason." If Executive terminates this
                  Agreement without Good Reason, Executive shall provide Company
                  with ninety (90) days advance written notice. If Executive
                  terminates this Agreement with Good Reason, Executive shall
                  provide Company with thirty (30) days advance written notice.

         (b)      Good Reason Defined. For purposes of this Agreement, "Good
                  Reason" shall mean and include each of the following (unless
                  Executive has expressly agreed to such event in a signed
                  writing):

                  (1)      The demotion of Executive by Company, such as (i)
                           assignment to Executive of any duties that materially
                           are inconsistent with or inferior to his positions,
                           duties, responsibilities, and status with Company as
                           in effect on the date of execution of this Agreement
                           (the "Relevant Date"); or (ii) a materially adverse
                           change in his titles, offices, or authority as in
                           effect on the Relevant Date; except in connection
                           with the termination of this Agreement for Cause,
                           Executive's death or Disability, termination by
                           Executive other than for Good Reason, or the
                           expiration of the Agreement without renewal;

                  (2)      The recommended travel of Executive by the Board in
                           furtherance of Company business which is materially
                           more extensive than Executive's travel or
                           contemplated travel at the Relevant Date;

                  (3)      The assignment of Executive by the Company to a
                           location more than 50 miles from the present
                           executive offices of the Company;

                  (4)      Reduction by Company in Executive's Base Salary as
                           set forth in this Agreement or as the same may be
                           increased from time to time;

                  (5)      Failure by Company to continue in effect any
                           incentive compensation program, policy or practice,
                           or any savings, life insurance, health and accident
                           or disability plan in which Executive is
                           participating on the Relevant Date (or plans which
                           provide Executive with substantially similar
                           benefits) or the taking of any action by Company
                           which would adversely affect Executive's
                           participation in or materially reduce his benefit
                           under any of such plans or deprive him of any
                           material fringe benefit enjoyed by him as of the
                           Relevant Date or any later date. Amendment or
                           modification of said plans, to the extent required
                           pursuant to applicable federal law and the procedures
                           set forth in the respective plan, or amendments of
                           such plans that apply to


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                           either all employees generally or all senior
                           executives shall not be considered to be "Good
                           Reason" for purposes of this clause (5);

                  (6)      Failure of Company to obtain a specific written
                           agreement satisfactory to Executive from any
                           successor to the business, or substantially all the
                           assets of Company, to assume this Agreement or issue
                           a substantially similar agreement;

                  (7)      The termination or attempted termination of this
                           Agreement by Company purportedly for Cause if it is
                           thereafter determined that Cause did not exist under
                           this Agreement with respect to the termination;

                  (8)      Breach of any material provisions of this Agreement
                           by Company which is not cured within thirty (30) days
                           after receipt by Company of written notice of such
                           breach from Executive; or

                  (9)      Any action taken by Company over the specific,
                           contemporaneous, written objection of the Executive
                           that is likely (i) to cause a material reduction in
                           the value of this Agreement to Executive or (ii) to
                           materially impair Executive's abilities to discharge
                           his duties hereunder. This provision is not intended
                           to affect either the Company's or Executive's right
                           to terminate this Agreement as provided for elsewhere
                           herein.

         (c)      Effect of Good Reason Termination. If Executive terminates
                  this Agreement for Good Reason (as defined in Section 7(b)),
                  Executive shall be entitled to receive all of the payments and
                  benefits provided by Section 6 and otherwise in this Agreement
                  to the same extent as if this Agreement had been terminated by
                  Company without Cause.

         (d)      Effect of Termination without Good Reason. If Executive
                  terminates this Agreement without Good Reason, Executive shall
                  be entitled to receive his Base Salary through the effective
                  date of his termination. Executive's entitlement to receive
                  any other amount shall be determined in accordance with the
                  provisions of any benefit plans in which Executive
                  participates on the effective date of the termination.
                  Executive shall not be entitled to receive any incentive
                  compensation for the quarter in which his employment is
                  terminated by him without Good Reason or any later quarter.

8.       CHANGE IN CONTROL OF COMPANY

         (a)      General. Company considers the maintenance of a sound and
                  vital management to be essential to protecting and enhancing
                  the best interests of Company, Parent and Parent's
                  shareholders. Company and Parent recognize that, as is the
                  case with many publicly held corporations, the continuing
                  possibility of an unsolicited tender offer or other takeover
                  bid for Parent may be unsettling to Executive and other senior
                  executives of Company or Parent and may result in the
                  departure or distraction of


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                  management personnel to the detriment of Company, Parent and
                  Parent's shareholders. The Board and the Compensation
                  Committee of the Board (the "Committee") have previously
                  determined that it is in the best interests of Company, Parent
                  and Parent's shareholders for Company to minimize these
                  concerns by making this Change in Control provision an
                  integral part of this Employment Agreement, which would
                  provide the Executive with a continuation of benefits in the
                  event the Executive's employment with Company terminates under
                  certain limited circumstances.

                  This provision is offered to help assure a continuing
                  dedication by Executive to his duties to Company
                  notwithstanding the occurrence of a tender offer or other
                  takeover bid. In particular, the Board and the Committee
                  believe it important, should Company or Parent receive
                  proposals from third parties with respect to its future, to
                  enable Executive, without being influenced by the
                  uncertainties of his own situation, to assess and advise the
                  Board whether such proposals would be in the best interests of
                  Company, Parent and Parent's shareholders and to take such
                  other action regarding such proposals as the Board might
                  determine to be appropriate. The Board and the Committee also
                  wish to demonstrate to Executive that Company is concerned
                  with his welfare and intends to see he is treated fairly.

         (b)      Continued Eligibility to Receive Benefits. In view of the
                  foregoing and in further consideration of Executive's
                  continued employment with Company, if a Change in Control
                  occurs, Executive shall be entitled to a lump-sum severance
                  benefit provided in subparagraph (c) of this Section 8 if,
                  prior to the expiration of twenty-four (24) months after the
                  Change in Control, Executive notifies Company of his intent to
                  terminate his employment with Company for Good Reason or
                  Company terminates Executive's employment without Cause or if,
                  prior to the expiration of one hundred twenty (120) days after
                  the Change in Control, Executive terminates his employment
                  with Company. If Executive triggers the application of this
                  Section by terminating employment for Good Reason, he must do
                  so within one hundred twenty (120) days following his receipt
                  of notice of the occurrence of the last event that constitutes
                  Good Reason. The full severance benefits provided by this
                  Section shall be payable regardless of the period remaining
                  until the expiration of the Agreement without renewal.

         (c)      Receipt of Benefits. If Executive is entitled to receive a
                  severance benefit pursuant to Section 8(b) hereof, Company
                  will provide Executive with the following benefits:

                  (1)      A lump sum severance payment within ten (10) days
                           following Executive's last day of work equal to the
                           sum of (i) two times the greater of Executive's
                           annualized Base Salary in effect on the date of
                           termination of employment or Executive's highest
                           annualized Base Salary in effect on any date during
                           the term of this Agreement and (ii) two times the
                           amount of all incentive compensation paid or accrued
                           to Executive for the Company's most recent last four
                           fiscal quarters then ended.


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                  (2)      Executive shall become vested in any and all stock
                           bonus and stock option plans and agreements of
                           Company or Parent in which Executive had an interest,
                           vested or contingent. If applicable law prohibits
                           such vesting, then Company shall pay Executive an
                           amount equal to the value of benefits and rights that
                           would have, but for such prohibition, have been
                           vested in Executive.

                  (3)      Executive will continue to receive life, disability,
                           accident and group health and dental insurance
                           benefits substantially similar to those which he was
                           receiving immediately prior to his termination of
                           employment until the earlier of (i) the end of the
                           period of 24 months following his termination of
                           employment or (ii) the day on which he becomes
                           eligible to receive any substantially similar
                           continuing health care benefits under any plan or
                           program of any other employer. The benefits provided
                           pursuant to this Section shall be provided on
                           substantially the same terms and conditions as they
                           were provided prior to the Change in Control, except
                           that the full cost of such benefits shall be paid by
                           Company. Executive's right to receive continued
                           coverage under Company's group health plans pursuant
                           to Section 601 et seq. of the Employee Retirement
                           Income Security Act of 1974, as it may be amended or
                           replaced from time to time, shall commence following
                           the expiration of his right to receive continued
                           benefits under this Agreement. Executive's right to
                           receive all forms of benefits under this Section is
                           reduced to the extent he is eligible to receive any
                           health care benefit from any other employer without
                           his request to pay any premium with respect thereto.

                  (4)      Executive shall have no duty to mitigate damages or
                           loss in order to receive the benefits provided by
                           this Section or in this Agreement. If Executive is
                           entitled to receive the payments called for by this
                           Section 8(c), Executive's right to receive the
                           compensation provided by Section 6(c) or 7(c) shall
                           to the extent of such payments be reduced.

         (d)      Change in Control Defined. For purposes of this Agreement, a
                  "Change in Control" means any one or more of the following
                  events:

                  (1)      When the individuals who, at the beginning of any
                           period of two years or less, constituted the Board of
                           Parent cease, for any reason, to constitute at least
                           a majority thereof unless the election or nomination
                           for election of each new director was approved by the
                           vote of at least two thirds of the directors then
                           still in office who were directors at the beginning
                           of such period;

                  (2)      A change of control of Parent through a transaction
                           or series of transactions, such that any person (as
                           that term is used in Section 13 and 14(d)(2) of the
                           Securities Exchange Act of 1934 ("1934 Act")),
                           excluding affiliates of the Company as of the
                           Effective Date, is or becomes the beneficial owner
                           (as that term is used in Section 13(d) of the 1934
                           Act) directly or indirectly, of


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                           securities of Parent representing 50% or more of the
                           combined voting power of Parent's then outstanding
                           securities;

                  (3)      Any merger, consolidation or liquidation of Parent in
                           which Parent is not the continuing or surviving
                           company or pursuant to which stock would be converted
                           into cash, securities or other property, other than a
                           merger of Parent in which the holders of the shares
                           of stock immediately before the merger have the same
                           proportionate ownership of common stock of the
                           surviving company immediately after the merger;

                  (4)      The shareholders of Parent approve any plan or
                           proposal for the liquidation or dissolution of
                           Parent; or

                  (5)      Substantially all of the assets of Parent are sold or
                           otherwise transferred to parties that are not within
                           a "controlled group of corporations" (as defined in
                           Section 1563 of the Internal Revenue Code of 1986, as
                           amended (the "Code") in which Parent is a member at
                           the Relevant Date.

         (e)      Good Reason Defined. For purposes of this Section, "Good
                  Reason" shall have the meaning assigned to it in Section 7(b).

         (f)      Notice of Termination by Executive. Any termination by
                  Executive under this Section 8 shall be communicated by
                  written notice to Company which shall set forth generally the
                  facts and circumstances claimed to provide a basis for such
                  termination.

         (g)      Gross-Up Allowance.

                  (1)      General Rules. The Code places significant tax
                           consequences on Executive and Company if the total
                           payments made to Executive due, or deemed due, to a
                           Change in Control exceed prescribed limits. For
                           example, if Executive's "Base Period Income" (as
                           defined below) is $100,000 and Executive's "Total
                           Payments" exceed 299% of such Base Period Income (the
                           "Cap"), Executive will be subject to an excise tax
                           under Section 4999 of the Code of 20% of all amounts
                           paid to him in excess of $100,000. In other words, if
                           Executive's Cap is $299,999, he will not be subject
                           to an excise tax if he receives exactly $299,999. If
                           Executive receives $300,000, he will be subject to an
                           excise tax of $40,000 (20% of $200,000). In the event
                           that an excise tax is imposed on Executive as a
                           result of the application of Sections 280G and 4999
                           of the Code, for any reason, due to this Agreement or
                           otherwise, Company shall pay to Executive a "gross-up
                           allowance" equal in amount to the sum of (i) the
                           excise tax liability of Executive on the Total
                           Payments, and (ii) all the total excise, income, and
                           payroll tax liability of Executive on the "gross-up
                           allowance," further increased by all additional
                           excise, income, and payroll tax liability thereon,
                           which increase shall be part of the "gross-up
                           allowance" for purpose of computing the "gross-up
                           allowance." Company shall indemnify


                                      -11-
<PAGE>   12
                           and hold Executive harmless from such additional tax
                           liability for the income and payroll tax arising from
                           the "gross-up allowance" and all excise tax arising
                           with respect to compensation and other payments made
                           to Executive under this Agreement and excise, income,
                           and payroll tax on the "gross-up allowance," and all
                           penalties and interest thereon. The purpose and
                           effect of the gross-up allowance is to cause
                           Executive to have the same net compensation after
                           income, excise, and payroll taxes that Executive
                           would have if there was no tax under Code Section
                           4999.

                  (2)      Special Definitions. For purposes of this Section,
                           the following specialized terms will have the
                           following meanings:

                           (A)      "Base Period Income". "Base Period Income"
                                    is an amount equal to Executive's
                                    "annualized includable compensation" for the
                                    "base period" as defined in Sections
                                    280G(d)(1) and (2) of the Internal Revenue
                                    Code of 1986, as amended (the "Code") and
                                    the regulations adopted thereunder.
                                    Generally, Executive's "annualized
                                    includable compensation" is the average of
                                    his annual taxable income from the Company
                                    for the "base period," which is the five
                                    calendar years prior to the year in which
                                    the Chance of Control occurs.

                           (B)      "Cap" or "280G Cap". "Cap" or "280G Cap"
                                    shall mean an amount equal to 2.99 times
                                    Executive's "Base Period Income." This is
                                    the maximum amount which he may receive
                                    without becoming subject to the excise tax
                                    imposed by Section 4999 of the Code or which
                                    Company may pay without loss of deduction
                                    under Section 280G of the Code.

                           (C)      "Total Payments". The "Total Payments"
                                    include any "payments in the nature of
                                    compensation" (as defined in Section 280G of
                                    the Code and the regulations adopted
                                    thereunder), made pursuant to this Agreement
                                    or otherwise, to or for Executive's benefit,
                                    the receipt of which is contingent or deemed
                                    contingent on a Change of Control and to
                                    which Section 280G of the Code applies.

                  (3)      Inclusion of Successor Sections. For purposes of this
                           subsection (g) of this Section 8, any reference to
                           any Section of the Code also shall be deemed a
                           reference to any Code Section resulting from the
                           modification, amendment, renumbering or replacement
                           of such Code Section.

         (h)      Effect of Repeal. In the event that the provisions of Sections
                  280G and 4999 of the Code are repealed without succession,
                  Subsection 8(g) shall be of no further force or effect.


                                      -12-
<PAGE>   13
         (i)      Employment by Successor. For purposes of this Agreement,
                  employment by a successor of Company or Parent, or affiliate
                  thereof, that has assumed this Agreement, shall be considered
                  to be employment by Company or Parent or one of its
                  affiliates. As a result, if Executive is employed by such a
                  successor following a Change in Control, he will not be
                  entitled to receive the benefits provided by Section 8 unless
                  his employment with the successor is subsequently terminated
                  without Cause, he terminates his employment for Good Reason,
                  or he terminates his employment within 120 days after the
                  Change in Control in accordance with subparagraph (b) of
                  Section 8 of this Agreement.

9.       CONFIDENTIALITY

Executive covenants and agrees to hold in strictest confidence, and not disclose
to any person, firm or company, without the express written consent of Company,
any and all of Company's, Parent's and all other subsidiaries of Parent's
(collectively, "Parent's Family") confidential data, including but not limited
to information and documents concerning Parent's Family's business, customers,
and suppliers, market methods, files, trade secrets, or other "know-how" or
techniques or information not of a published nature or generally known (for the
duration they are not published or generally known) which shall come into his
possession, knowledge, or custody concerning the business of Parent's Family,
except as such disclosure may be required by law or in connection with
Executive's employment hereunder or except as such matters may have been known
to Executive at the time of his employment by Company. This covenant and
agreement of Executive shall survive this Agreement and continue to be binding
upon Executive after the expiration or termination of this Agreement, whether by
passage of time or otherwise so long as such information and data shall be
treated as confidential by Parent's Family.

10.      RESTRICTIVE COVENANTS

         (a)      Covenant-not-to-Compete.

                  (1)      In consideration of Company's agreements contained
                           herein and the payments to be made by it to Executive
                           pursuant hereto, and except for termination of
                           Executive's employment by Company without Cause, or
                           termination of employment by Executive for Good
                           Reason, Executive agrees that, for two years ("Time
                           Period") following his termination of employment and
                           so long as Company is continuously not in default of
                           its obligations to Executive hereunder or under any
                           other agreement, covenant, or obligation, he will
                           not, without prior written consent of Company,
                           consult with or act as an advisor to another company
                           about activity which is a "Competing Business" of
                           such company in the United States, Canada and Europe
                           ("Area"). For purposes of this Agreement, Executive
                           shall be deemed to be engaged in a "Competing
                           Business" if, in any capacity, including but not
                           limited to proprietor, partner, officer, director or
                           employee, he engages or participates, directly or
                           indirectly, in the operation, ownership or management
                           of the activity of any proprietorship, partnership,
                           company or other business entity which activity


                                      -13-
<PAGE>   14
                           is competitive with the then actual business in which
                           Company or Parent is engaged on the date of, or any
                           business contemplated by the Company's or Parent's
                           business plan in, effect on the date of notice of,
                           Executive's termination of employment. Nothing in
                           this subparagraph is intended to limit Executive's
                           ability to own equity in a public company
                           constituting less than one percent (1%) of the
                           outstanding equity of such company, when Executive is
                           not actively engaged in the management thereof.
                           Company shall furnish Executive with a good-faith
                           written description of the business or businesses in
                           which Company and Parent are then actively engaged
                           within 30 days after Executive's termination of
                           employment, and only those activities so timely
                           described which are in fact actively engaged by
                           Company and Parent may be treated as activities of
                           which one may be engaged that is competitive with
                           Company and Parent.

         (b)      Non-Solicitation. Executive recognizes that Parent's Family's
                  customers are valuable and proprietary resources of Parent's
                  Family. Accordingly, Executive agrees that for a period of one
                  year following his termination of employment, and only so long
                  as Company is continuously not in default of its obligations
                  to Executive hereunder or under any other agreement, covenant,
                  or obligation, he will not directly or indirectly, through his
                  own efforts or through the efforts of another person or
                  entity, solicit business from any individual or entity located
                  in the United States, Canada and Europe-which obtained
                  services from Parent's Family at any time during Executive's
                  employment with Company, he will not solicit business from any
                  individual or entity located in the United States, Canada, or
                  Europe which was solicited by Executive on behalf of Parent's
                  Family, and he will not solicit employees of Parent's Family
                  who would have the skills and knowledge necessary to enable or
                  assist efforts by Executive to engage in a Competing Business.

         (c)      Remedies: Reasonableness. Executive acknowledges and agrees
                  that a breach by Executive of the provisions of this Section
                  10 will constitute such damage as will be irreparable and the
                  exact amount of which will be impossible to ascertain and, for
                  that reason, agrees that Company will be entitled to an
                  injunction to be issued by any court of competent jurisdiction
                  restraining and enjoining Executive from violating the
                  provisions of this Section. The right to an injunction shall
                  be in addition to and not in lieu of any other remedy
                  available to Company for such breach or threatened breach,
                  including the recovery of damages from Executive.

                  Executive expressly acknowledges and agrees that (i) the
                  Restrictive Covenants contained herein are reasonable as to
                  time and geographical area and do not place any unreasonable
                  burden upon him; (ii) the general public will not be harmed as
                  a result of enforcement of these Restrictive Covenants; and
                  (iii) Executive understands and hereby agrees to each and
                  every term and condition of the Restrictive Covenants set
                  forth in this Agreement.


                                      -14-
<PAGE>   15
         (d)      Change of Control. The provisions of this Section 10 shall
                  lapse and be of no further force or effect if Executive's
                  employment is terminated by Company "without Cause" or by
                  Executive for "Good Reason."

11.      DISPUTE RESOLUTION

         (a)      Mediation. Any and all disputes arising under, pertaining to
                  or touching upon this Agreement, or the statutory rights or
                  obligations of either party hereto, shall, if not settled by
                  negotiation, be subject to non-binding mediation before an
                  independent mediator selected by the parties pursuant to
                  Section 11(d). Notwithstanding the foregoing, both Executive
                  and Company may seek preliminary injunctive or other judicial
                  relief if such action is necessary to avoid irreparable damage
                  during the pendency of the proceedings described in this
                  Section 11. Any demand for mediation shall be made in writing
                  and served upon the other party to the dispute, by certified
                  mail, return receipt requested, at the address specified in
                  Section 13. The demand shall set forth with reasonable
                  specificity the basis of the dispute and the relief sought.
                  The mediation hearing will occur at a time and place
                  convenient to the parties in Maricopa County, Arizona, within
                  thirty (30) days of the date of selection or appointment of
                  the mediator.

         (b)      Arbitration. In the event that the dispute is not settled
                  through mediation, the parties shall then proceed to binding
                  arbitration before an independent arbitrator selected pursuant
                  to Section 11 (d). The mediator shall not serve as the
                  arbitrator. EXCEPT AS PROVIDED IN SECTION 11(a), ALL DISPUTES
                  INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION,
                  TERMINATION BY ALLEGED BREACH OF CONTRACT OR POLICY, OR
                  ALLEGED EMPLOYMENT TORT COMMITTED BY COMPANY OR A
                  REPRESENTATIVE OF COMPANY, INCLUDING CLAIMS OF VIOLATIONS OF
                  FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY,
                  SHALL BE RESOLVED PURSUANT TO THIS SECTION 11 AND THERE SHALL
                  BE NO RECOURSE TO COURT, WITH OR WITHOUT A JURY TRIAL.

                  The arbitration hearing shall occur at a time and place
                  convenient to the parties in Maricopa County, Arizona, within
                  thirty (30) days of selection or appointment of the
                  arbitrator. If Company has adopted a policy that is applicable
                  to arbitrations with executives, the arbitration shall be
                  conducted in accordance with said policy, to the extent that
                  the policy is consistent with this Agreement and the Federal
                  Arbitration Act, 9 U.S.C. " 1-16. If no such policy has been
                  adopted, the arbitration shall be governed by the National
                  Rules for the Resolution of Employment Disputes of the
                  American Arbitration Association ("AAA") in effect on the date
                  of the first notice of demand for arbitration. Notwithstanding
                  any provisions in such rules to the contrary, the arbitrator
                  shall issue findings of fact and conclusions of law, and an
                  award, within fifteen (15) days of the date of the hearing
                  unless the parties otherwise agree.


                                      -15-
<PAGE>   16
         (c)      Damages. In case of breach of contract or policy, damages
                  shall be limited to contract damages. In cases of
                  discrimination claims prohibited by statute, the arbitrator
                  may direct payment consistent with the applicable statute. In
                  cases of employment tort, the arbitrator may award punitive
                  damages if proved by clear and convincing evidence. Issues of
                  procedure, arbitrability, or confirmation of award shall be
                  governed by the Federal Arbitration Act, 9 U.S.C. " 1-16,
                  except that court review of the arbitrator's award shall be
                  that of an appellate court reviewing a decision of a trial
                  Judge sitting without a Jury.

         (d)      Selection of Mediator or Arbitrator. The parties shall select
                  the mediator and arbitrator from a panel list made available
                  by the AAA. If the parties are unable to agree to a mediator
                  or an arbitrator within ten (10) days of receipt of a demand
                  for mediation or arbitration, the mediator or arbitrator will
                  be chosen by alternatively striking from a list of five (5)
                  mediators or arbitrators obtained by Company from the AAA.
                  Executive shall have the first strike.

         (e)      Expenses. The prevailing party's costs and expenses of any
                  arbitration (including reasonable attorneys' fees and costs)
                  shall be awarded to such prevailing party to such arbitration
                  as determined by the arbitrator.

12.      BENEFIT AND BINDING EFFECT

         This Agreement shall inure to the benefit of and be binding upon
Company, its successors and assigns, including but not limited to any company,
person, or other entity which may acquire all or substantially all of the assets
and business of Company or any company with or into which Company may be
consolidated or merged, and Executive, his heirs, executors, administrators, and
legal representatives, provided that the obligations of Executive may not be
delegated.

13.      NOTICES

All notices hereunder shall be in writing and delivered personally or sent by
registered or certified mail, postage prepaid and return receipt requested:

         If to Company, to:         Insight Enterprises, Inc.
                                    c/o Eric Crown, CEO
                                    6820 South Harl Avenue
                                    Tempe, Arizona  85283

         If to Executive, to:       Branson Smith
                                    3680 S. Grey Thorne Way
                                    Chandler, Arizona 85248

Either party may change the address to which notices are to be sent to it by
giving ten ( 10) days written notice of such change of address to the other
party in the manner above provided for giving


                                      -16-
<PAGE>   17
notice. Notices will be considered delivered on personal delivery or on the date
of deposit in the United States mail in the manner provided for giving notice by
mail.

14.      ENTIRE AGREEMENT

The entire understanding and agreement between the parties has been incorporated
into this Agreement, and this Agreement supersedes all other agreements and
understandings between Executive and Company with respect to the relationship of
Executive with Company, except with respect to other continuing or future bonus,
incentive, stock option, health, benefit and similar plans or agreements.

15.      GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Arizona.

16.      CAPTIONS

The captions included herein are for convenience and shall not constitute a part
of this Agreement.

17.      DEFINITIONS

Throughout this Agreement, certain defined terms will be identified by the
capitalization of the first letter of the defined word or the first letter of
each substantive word in a defined phrase. Whenever used, these terms will be
given the indicated meaning.

18.      SEVERABILITY

If any one or more of the provisions or parts of a provision contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity or unenforceability shall not affect any other
provision or part of a provision of this Agreement, but this Agreement shall be
reformed and construed as if such invalid, illegal or unenforceable provision or
part of a provision had never been contained herein and such provisions or part
thereof shall be reformed so that it would be valid, legal and enforceable to
the maximum extent permitted by law. Any such reformation shall be read as
narrowly as possible to give the maximum effect to the mutual intentions of
Executive and Company.

19.      TERMINATION OF EMPLOYMENT

The termination of this Agreement by either party also shall result in the
termination of Executive's employment relationship with Company in the absence
of an express written agreement providing to the contrary. Neither party intends
that any oral employment relationship continue after the termination of this
Agreement.

20.      TIME IS OF THE ESSENCE


                                      -17-
<PAGE>   18
Company and Executive agree that time is of the essence with respect to the
duties and performance of the covenants and promises of this Agreement.

21.      NO CONSTRUCTION AGAINST EITHER PARTY

This Agreement is the result of negotiation between Company and Executive and
both have had the opportunity to have this Agreement reviewed by their legal
counsel and other advisors. Accordingly, this Agreement shall not be construed
for or against Company or Executive, regardless of which party drafted the
provision at issue.

                                  COMPANY:

                                  INSIGHT DIRECT WORLDWIDE, INC., an Arizona
                                  corporation



                                  /s/
                                  ---------------------------------------------
                                  Eric Crown, CEO


                                  EXECUTIVE:



                                  /s/
                                  ---------------------------------------------
                                  BRANSON SMITH


                                      -18-