<PAGE>

                    AMENDED AND RESTATED LIMITED WAIVER AGREEMENT

     THIS AMENDED AND RESTATED LIMITED WAIVER AGREEMENT (the "Agreement") is 
made and entered into as of the 7th day of July, 1998, by and between 
Software Spectrum, Inc., a Texas corporation (the "Company") and Private 
Capital Management, Inc., a Florida corporation (the "Shareholder").  Terms 
used but not otherwise defined herein shall have the meanings assigned them 
in the Rights Agreement, as defined in such agreement as referenced below.

                                     WITNESSETH:

     WHEREAS, the Company and ChaseMellon Shareholder Services, L.L.C., (the 
"Rights Agent") (as successor to Keycorp Shareholder Services, Inc.), are 
parties to that certain Rights Agreement, dated as of December 13, 1996 (the 
"Rights Agreement"), which provides that, upon the event of any person or 
entity becoming an "Acquiring Person" as defined therein (an "Event"), 
shareholders of the Company may exercise certain Rights, defined therein to 
be the rights to purchase from the Company certain shares of the preferred 
stock of the Company having the rights and preferences set forth in the 
Statement of Designation attached as Exhibit A to the Rights Agreement; 

     WHEREAS, the Company and the Shareholder mutually agreed that it was in 
the best interest of each of the Company and the Shareholder that the Company 
effect a certain 1997 Stock Repurchase Plan (the "1997 Plan") pursuant to the 
terms of which the Company from time to time during the operation of the 1997 
Plan repurchased, for an amount which did not exceed in the aggregate $2.5 
Million, in the open market a certain number of shares of its common stock, 
par value $.01 (the "Common Stock") (the "1997 Plan Repurchases"); 

     WHEREAS, in order to preclude the 1997 Plan Repurchases from resulting 
in the Shareholder owning a percentage of the Company's stock that would 
result in an Event (the "Shareholder Event"), which Shareholder Event, upon 
agreement of the Company and the Shareholder, would have had undesirable 
consequences for each of the Company and the Shareholder, the Company and the 
Shareholder executed and delivered that certain Limited Waiver Agreement 
dated as of July 31, 1997 (the "Waiver Agreement");

     WHEREAS, the Company and the Shareholder have mutually agreed that upon 
completion of the 1997 Plan Repurchases, it is in the best interest of each 
of the Company and the Shareholder that the Company effect a certain 1998 
Stock Repurchase Plan (the "1998 Plan") pursuant to the terms of which the 
Company will from time to time during the operation of the 1998 Plan 
repurchase, for an additional amount not to exceed in the aggregate $2.5 
Million, in the open market a certain number of shares of its Common Stock 
(the "1998 Repurchases"); and

<PAGE>

     WHEREAS, the Company and the Shareholder have mutually agreed that it is 
in the best interest of each of the Company and the Shareholder to amend and 
restate the terms of the Waiver Agreement, expressly to effect the 1998 Plan;

     NOW, THEREFORE, in order to facilitate the 1998 Repurchases pursuant to 
the 1998 Plan and simultaneously to preclude the occurrence of the 
Shareholder Event, the Company and the Shareholder, in consideration of the 
mutual covenants and agreements herein contained, do hereby agree as follows:

     1.   CERTAIN DEFINITIONS.  

          "AFFILIATE(S)" shall mean any person or entity that directly, or
     indirectly through one or more intermediaries, controls or is controlled
     by, or is under common control with, the Shareholder.  Furthermore, with
     respect to the Shareholder, "Affiliate(s)" shall also mean any person or
     entity for whom the Shareholder acts as an investment advisor or consultant
     with respect to the Company.

          "BENEFICIAL OWNERSHIP" shall have the meaning assigned to such term in
     Rule 13d-3 of the General Rules and Regulations under the Securities
     Exchange Act of 1934, as amended as in effect on the date hereof.  

          "CONTROL" shall mean the possession, direct or indirect, of the power
     to direct or cause the direction of the management and policies of the
     Company, whether through ownership of the Common Stock, by contract, or
     otherwise.

          "CURRENT SHAREHOLDER POSITION" shall have the meaning assigned it in
     Section 2 below.

          "PROHIBITED ACTIVITY" shall mean: (i) any attempt by the Shareholder
     or any of its Affiliates to gain Control of the Company; (ii) any
     Prohibited Transaction, as hereinafter defined or (iii) any public action
     on the part of the Shareholder or any of its Affiliates, acting
     individually or in concert with other persons, which could reasonably be
     construed: (a) as an attempt to effect a change of Control including, but
     not limited to, the issuance of press releases or the filing of documents
     with the Securities And Exchange Commission or any other Federal or State
     governmental entity or (b) as an action contrary to the position of the
     then current board of directors of the Company.

          "PROHIBITED TRANSACTION" shall mean any transaction by the Shareholder
     or any of its Affiliates which would result in the Beneficial Ownership by
     the Shareholder or any of its Affiliates, either individually or as a
     group, of the Common Stock in an amount in excess of the Current
     Shareholder Position.

          "STANDSTILL PERIOD" shall mean that time period commencing on the date
     of this Agreement and ending with the date which is the second annual
     anniversary of the date 

                                       -2-

<PAGE>

     of this Agreement.

     2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER.

          A.   The Company hereby represents and warrants to the Shareholder 
that it (i) has duly authorized the 1998 Plan and, subject to relevant market 
and other factors and conditions affecting the Company in the good faith 
judgment of its Board of Directors, the Company will make bona fide efforts, 
during the operation of the 1998 Plan, to effect the 1998 Repurchases 
pursuant to the 1998 Plan and (ii) is currently authorized to spend up to 
$2.5 Million on the 1998 Repurchases pursuant to the 1998 Plan.

          B.   The Shareholder hereby represents and warrants to the Company 
that, as of the date hereof, the total number of shares of Common Stock of 
which the Shareholder or any of its Affiliates or Associates has Beneficial 
Ownership is 861,854 shares (as such share ownership may be affected from 
time to time by stock splits, stock dividends, reverse splits or any other 
such matter affecting all shareholders equally, the "Current Shareholder 
Position").

     3.   CERTAIN COVENANTS AND AGREEMENTS.

          A.   COVENANTS AND AGREEMENTS OF THE COMPANY.

               a.   The Company hereby agrees that, notwithstanding the fact 
that the 1998 Repurchases pursuant to the 1998 Plan may result in the 
Shareholder Event, if the Shareholder Event should occur solely by virtue of 
the 1997 Plan Repurchases and/or the 1998 Repurchases pursuant to the 1998 
Plan, such Shareholder Event shall be deemed not to have occurred, and the 
Company hereby grants a limited waiver of any provision of the Rights 
Agreement pursuant to the terms of which the Shareholder Event would be 
considered to have occurred solely by virtue of the 1997 Plan Repurchases and 
the 1998 Repurchases pursuant to the 1998 Plan.

               b.   The Company hereby acknowledges and agrees that, by 
virtue of the operation of this Agreement, the Shareholder, alone or together 
with its Affiliates and Associates, may have Beneficial Ownership of twenty 
percent (20%) or more of the shares of Common Stock of the Company then 
outstanding, provided that such circumstance occurs solely as a result of the 
1997 Plan Repurchases and the 1998 Repurchases pursuant to the 1998 Plan, and 
yet not be deemed to be an "Acquiring Person" for purposes of the Rights 
Agreement.

               c.   The Company acknowledges and agrees that nothing in this 
Agreement shall preclude the Shareholder from (i) effecting sales and 
purchases of the Common Stock so long as the Current Shareholder Position is 
not exceeded or (ii) subject to the provisions of paragraph 3(B)(a) below, 
exercising the voting privileges commensurate with its ownership of the 
Common Stock. 

          B.   COVENANTS AND AGREEMENTS OF THE SHAREHOLDER.

                                       -3-

<PAGE>

               a.   The Shareholder agrees that neither the Shareholder nor 
any of its Affiliates shall engage in any Prohibited Activity (i) at any time 
that the Shareholder, alone or together with its Affiliates has Beneficial 
Ownership of 20% or more of the outstanding Common Stock of the Company as a 
result of Repurchases pursuant to the Plan, or (ii) during the Standstill 
Period.

               b.   The Shareholder acknowledges and agrees that this 
Agreement constitutes only a limited waiver of the Rights Agreement and that 
the waiver herein contained applies only to the occurrence of the Shareholder 
Event as the result solely of the 1997 Plan Repurchases and the 1998 
Repurchases pursuant to the 1998 Plan and not to any other circumstances or 
conditions which may result in the occurrence of the Shareholder Event.

               c.   The Shareholder hereby further acknowledges that, should 
the Shareholder Event occur as a result of or in connection with the purchase 
or acquisition by the Shareholder of Common Stock of the Company which 
results in an increase in the Current Shareholder Position, then this limited 
waiver shall not apply and the Shareholder shall, in accordance with the 
terms of the Rights Agreement, be deemed to be an "Acquiring Person."

          C.   COVENANTS AND AGREEMENTS OF THE COMPANY AND THE SHAREHOLDER.

               The Company and the Shareholder acknowledge and agree that 
this Agreement constitutes a limited waiver of the Rights Agreement; by 
agreeing to this waiver, the Company has not agreed to waive any other 
provisions of the Rights Agreement and the Company hereby expressly reserves 
its right fully to enforce the Rights Agreement except as such enforcement 
may be limited by the express terms of this Agreement.

     4.   GENERAL PROVISIONS. 

          A.   VOIDABILITY.  This Agreement shall become null and void if the 
Company shall not have publicly announced its authorization of the 1998 Plan 
on or before September 1, 1998.

          B.   ENTIRE AGREEMENT.  This Agreement constitutes the entire 
agreement by and among the parties with respect to the subject matter hereof.

          C.   COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

          D.   ASSIGNABILITY.  This Agreement shall be binding upon and inure 
to the benefit of the successors and assigns of the parties hereto; provided, 
that neither this Agreement nor any right hereunder shall be assignable by 
the Shareholder without the prior written consent of the Company and the 
Rights Agent, but this Agreement shall be assignable by the Company to any 

                                       -4-

<PAGE>

successor by merger or otherwise to the Company and by the Rights Agent to 
any successor without the consent of the Shareholder.

          E.   GOVERNING LAW.  The validity, interpretation and effect of this
Agreement shall be governed exclusively by the laws of the State of Texas. 

                                       -5-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the date first above written.


                                       SOFTWARE SPECTRUM, INC.


                                    By: /s/ Judy O. Sims
                                       -------------------------------------
                                    Name: Judy O. Sims
                                    Title: Chairman and Chief Executive Officer


                                       PRIVATE CAPITAL MANAGEMENT, INC.


                                    By: /s/ Gregg J. Powers
                                       -------------------------------------
                                    Name: Gregg J. Powers
                                    Title: Private Capital Management, Inc.


ACKNOWLEDGED AND ACCEPTED:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


By: /s/ Barbara J. Robbins
   ---------------------------------------
Name: Barbara J. Robbins
Title: Vice President and Regional Manager


                                       -6-