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                                                                   Exhibit 10.13

                             SOFTWARE SPECTRUM, INC.
                         MANAGEMENT CONTINUITY AGREEMENT


         This Agreement (the "Agreement") is entered into by and between
Software Spectrum, Inc., a Texas corporation (the "Company"), and James W. Brown
(the "Executive"), dated as of the 1st day of March, 1998.

         The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined in Section 2) of the Company. The Board believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control and
to encourage the Executive's full attention and dedication to the Company
currently and in the event of any threatened or pending Change of Control, and
to provide the Executive with compensation and benefits arrangements upon a
Change of Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.

                 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.       CERTAIN DEFINITIONS.

         (a)      The "Effective Date" shall mean the first date during the
                  Change of Control Period (as defined in Section 1(b)) on which
                  a Change of Control occurs. Anything in this Agreement to the
                  contrary notwithstanding, if a Change of Control occurs and if
                  the Executive's employment with the Company is terminated
                  prior to the date on which the Change of Control occurs, and
                  if it is reasonably demonstrated by the Executive that such
                  termination of employment (i) was at the request of a third
                  party who has taken steps reasonably calculated to effect the
                  Change of Control or (ii) otherwise arose in connection with
                  or anticipation of the Change of Control, then for all
                  purposes of this Agreement the "Effective Date" shall mean the
                  date immediately prior to the date of such termination of
                  employment.

         (b)      The "Change of Control Period" shall mean the period
                  commencing on the date hereof and ending on the second
                  anniversary of such date; provided, however, that commencing
                  on the date one year after the date hereof, and on each annual
                  anniversary of such date (such date and each annual
                  anniversary thereof shall be hereinafter referred to as the
                  "Renewal Date"), the Change of Control Period shall be
                  automatically extended so as to terminate two years from such
                  Renewal Date, unless at least 60 days prior to the Renewal
                  Date the Company shall give notice to the Executive that the
                  Change of Control Period shall not be so extended.

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2.       CHANGE OF CONTROL. For the purpose of this Agreement, a "Change of
         Control" shall mean:

         (a)      The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 50% or more of
                  either (i) the then outstanding shares of common stock of the
                  Company (the "Outstanding Company Common Stock") or (ii) the
                  combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities"); provided, however, that the following
                  acquisitions shall not constitute a Change of Control: (i) any
                  acquisition directly from the Company (excluding an
                  acquisition by virtue of the exercise of a conversion
                  privilege), (ii) any acquisition by the company, (iii) any
                  acquisition by any employee benefit plan (or related trust)
                  sponsored or maintained by the Company or any corporation
                  controlled by the Company or (iv) any acquisition by any
                  corporation pursuant to a reorganization, merger or
                  consolidation, if, following such reorganization, merger or
                  consolidation, the conditions described in clauses (i) and
                  (ii) of subsection (c) of this Section 2 are satisfied; or

         (b)      Individuals who, as of the date hereof, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of the Board; provided, however, that any
                  individual becoming a director subsequent to the date hereof
                  whose election, or nomination for election by the Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board shall be
                  considered as though such individual were a member of the
                  Incumbent Board, but excluding, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of either an actual or threatened election contest (as
                  such terms are used in Rule 14a-11 of Regulation 14A
                  promulgated under the Exchange Act) or other actual or
                  threatened solicitation of proxies or consents by or on behalf
                  of a Person other than the Board; or

         (c)      Approval by the shareholders of the Company of a
                  reorganization, merger or consolidation, in each case, unless,
                  following such reorganization, merger or consolidation, (i)
                  more than 60% of, respectively, the then outstanding shares of
                  common stock of the corporation resulting from such
                  reorganization, merger or consolidation and the combined
                  voting power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors is then beneficially owned, directly or indirectly,
                  by all or substantially all of the individuals and entities
                  who were the beneficial owners, respectively, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such reorganization,
                  merger or consolidation in substantially the same proportions
                  as their ownership, immediately prior to such reorganization,
                  merger or consolidation, of the outstanding Company Common
                  Stock and Outstanding Company Voting Securities, as the case
                  may be and (ii) at least a majority of the members of the
                  board of directors of the corporation resulting from such
                  reorganization, merger or consolidation were members of the
                  Incumbent Board at the time of the execution of the initial
                  agreement providing for such reorganization, merger or
                  consolidation; or



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         (d)      Approval by the shareholders of the Company of (i) a complete
                  liquidation or dissolution of the Company or (ii) the sale or
                  other disposition of all or substantially all of the assets of
                  the Company, other than to a corporation, with respect to
                  which following such sale or other disposition, (A) more than
                  60% of, respectively, the then outstanding shares of common
                  stock of such corporation and the combined voting power of the
                  then outstanding voting securities of such corporation
                  entitled to vote generally in the election of directors is
                  then beneficially owned, directly or indirectly, by all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Outstanding Company
                  Common Stock and outstanding Company Voting Securities
                  immediately prior to such sale or other disposition in
                  substantially the same proportion as their ownership,
                  immediately prior to such sale or other disposition, of the
                  outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be and (B) at least a
                  majority of the members of the board of directors of such
                  corporation were members of the Incumbent Board at the time of
                  the execution of the initial agreement or action of the Board
                  providing for such sale or other disposition of assets of the
                  Company.

3.       EMPLOYMENT PERIOD. The Company hereby agrees to continue the Executive
         in its employ, and the Executive hereby agrees to remain in the employ
         of the Company, in accordance with the terms and provisions of this
         Agreement, for the period commencing on the Effective Date and ending
         on the second anniversary of such date (the "Employment Period").

4.       TERMS OF EMPLOYMENT.

         (a)      POSITION AND DUTIES.

                  (i)      During the Employment Period, (A) the Executive's
                           position (including status, offices, titles and
                           reporting requirements), authority, duties and
                           responsibilities shall be at least commensurate in
                           all material aspects with the most significant of
                           those held, exercised and assigned at any time during
                           the 90-day period immediately preceding the Effective
                           Date and (B) the Executive's services shall be
                           performed at the location where the Executive was
                           employed immediately preceding the Effective Date or
                           any office which is the headquarters of the Company
                           and is less than 35 miles from such location.

                  (ii)     During the Employment Period, and excluding any
                           periods of vacation and sick leave to which the
                           Executive is entitled, the Executive agrees to devote
                           reasonable attention and time during normal business
                           hours to the business and affairs of the Company and,
                           to the extent necessary to discharge the
                           responsibilities assigned to the Executive hereunder,
                           to use the Executive's reasonable best efforts to
                           perform faithfully and efficiently such
                           responsibilities. During the Employment Period it
                           shall not be a violation of this Agreement for the
                           Executive to (A) serve on corporate, civic or
                           charitable boards or committees,


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                           (B) deliver lectures, fulfill speaking engagements or
                           teach at educational institutions and (C) manage
                           personal investments, so long as such activities are
                           similar to such activities of the Executive prior to
                           the Effective Date and do not significantly interfere
                           with the performance of the Executive's
                           responsibilities as an employee of the Company in
                           accordance with this Agreement. It is expressly
                           understood and agreed that to the extent that any
                           such activities have been, conducted by the Executive
                           prior to the Effective Date, the continued conduct of
                           such activities (or the conduct of activities similar
                           in nature and scope thereto) subsequent to the
                           Effective Date shall not thereafter be deemed to
                           interfere with the performance of the Executive's
                           responsibilities to the Company.

         (b)      COMPENSATION.

                  (i)      BASE SALARY. During the Employment Period, the
                           Executive shall receive an annual base salary
                           ("Annual Base Salary"), which shall be paid in equal
                           installments in accordance with the Company's
                           customary pay periods, at least equal to twelve times
                           the highest monthly base salary paid or payable to
                           the Executive by the Company and its affiliated
                           companies in respect of the twelve-month period
                           immediately preceding the month in which the
                           Effective Date occurs. For purposes of determining
                           Annual Base Salary for this Agreement, there will be
                           included in, or added to, the base salary all
                           quarterly or other periodic bonuses (other than
                           annual bonus) to which the Executive would have been
                           entitled for the year in which the Effective Date
                           occurs as if all criteria for such bonuses had been
                           satisfied at 100% of plan, with such bonuses to be
                           paid in accordance with the Company's customary pay
                           periods for such bonuses. During the Employment
                           Period, the Annual Base Salary shall be reviewed at
                           least annually and shall be increased at any time and
                           from time to time as shall be substantially
                           consistent with increases in base salary generally
                           awarded in the ordinary course of business to other
                           peer executives of the Company and its affiliated
                           companies. Any increase in Annual Base Salary shall
                           not serve to limit or reduce any other obligation to
                           the Executive under this Agreement. Annual Base
                           Salary shall not be reduced after any such increase
                           and the term Annual Base Salary as utilized in this
                           Agreement shall refer to Annual Base Salary as so
                           increased. As used in this Agreement, the term
                           "affiliated companies" shall include any company
                           controlled by, controlling or under common control
                           with the Company.

                  (ii)     ANNUAL BONUS. In addition to Annual Base Salary, the
                           Executive shall be awarded, for each fiscal year
                           ending during the Employment Period, an annual bonus
                           (the "Annual Bonus") in cash at least equal to the
                           greater of (A) the average annualized (for any fiscal
                           year consisting of less than twelve full months or
                           with respect to which the Executive has been employed
                           by the Company for less than twelve full months)
                           bonus paid or payable, including by reason of any
                           deferral, to the Executive by the Company and its
                           affiliated companies in respect of the three fiscal
                           years immediately preceding the fiscal



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                           year in which the Effective Date occurs (the "Recent
                           Average Bonus"), or (B) the annual bonus paid or
                           payable, including by reason of any deferral, to the
                           Executive (and annualized for any fiscal year
                           consisting of less than twelve full months or for
                           which the Executive has been employed for less than
                           twelve full months) for the most recently completed
                           fiscal year as if all criteria for such bonus at 100%
                           of plan had been satisfied (such greater amount shall
                           be hereinafter referred to as the "Highest Annual
                           Bonus"). Each such Annual Bonus shall be paid no
                           later than the end of the third month of the fiscal
                           year next following the fiscal year for which the
                           Annual Bonus is awarded, unless the Executive shall
                           elect to defer the receipt of such Annual Bonus.

                  (iii)    SPECIAL BONUS. In addition to the Annual Base Salary
                           and Annual Bonus payable as hereinabove provided, if
                           the Executive remains employed with the Company or
                           its affiliated companies through the first
                           anniversary of the Effective Date, the Company shall
                           pay to the Executive a special bonus (the "Special
                           Bonus") in recognition of the Executive's services
                           during the crucial one-year transition period
                           following the Change of Control in cash equal to the
                           sum of (A) the Executive's Annual Base Salary and (B)
                           the Highest Annual Bonus. The Special Bonus shall be
                           paid no later than 30 days following the first
                           anniversary of the Effective Date.

                  (iv)     INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the
                           Employment Period, the Executive shall be entitled to
                           participate in all incentive, savings and retirement
                           plans, practices policies and programs applicable
                           generally to other peer executives of the Company and
                           its affiliated companies, but in no event shall such
                           plans, practices, policies and programs provide the
                           Executive with incentive opportunities (measured with
                           respect to both regular and special incentive
                           opportunities, to the extent, if any, that such
                           distinction is applicable), savings opportunities and
                           retirement benefit opportunities, in each case, less
                           favorable, in the aggregate, than the most favorable
                           of those provided by the Company and its affiliated
                           companies for the Executive under such plans,
                           practices, policies and programs as in effect at any
                           time during the 90-day period immediately preceding
                           the Effective Date or if more favorable to the
                           Executive, those provided generally at any time after
                           the Effective Date to other peer executives of the
                           Company and, its affiliated companies.

                  (v)      WELFARE BENEFIT PLANS. During the Employment Period,
                           the Executive and/or the Executive's family, as the
                           case may be, shall be eligible for participation in
                           and shall receive all benefits under welfare benefit
                           plans, practices, policies and programs provided by
                           the Company and its affiliated companies (including,
                           without limitation, medical, prescription, dental,
                           disability, salary continuance, employee life, group
                           life, accidental death and travel accident insurance
                           plans and programs) to the extent applicable
                           generally to other peer executives of the Company and
                           its affiliated companies, but in no event shall such
                           plans,




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                           practices, policies and programs provide the
                           Executive with benefits which are less favorable, in
                           the aggregate, than the most favorable of such plans,
                           practices, policies and programs in effect for the
                           Executive at any time during the 90-day period
                           immediately preceding the Effective Date or, if more
                           favorable to the Executive, those provided generally
                           at any time after the Effective Date to other peer
                           executives of the Company and its affiliated
                           companies.

                  (vi)     EXPENSES. During the Employment Period, the Executive
                           shall be entitled to receive prompt reimbursement for
                           all reasonable employment expenses incurred by the
                           Executive in accordance with the most favorable
                           policies, practices and procedures of the Company and
                           its affiliated companies in effect for the Executive
                           at any time during the 90-day period immediately
                           preceding the Effective Date or, if more favorable to
                           the Executive, as in effect generally at any time
                           thereafter with respect to other peer executives of
                           the Company and its affiliated companies.

                  (vii)    FRINGE BENEFITS. During the Employment Period, the
                           Executive shall be entitled to fringe benefits in
                           accordance with the most favorable plans, practices,
                           programs and policies of the Company and its
                           affiliated companies in effect for the Executive at
                           any time during the 90-day period immediately
                           preceding the Effective Date or, if more favorable to
                           the Executive, as in effect generally at any time
                           thereafter with respect to other peer executives of
                           the Company and its affiliated companies.

                  (viii)   OFFICE AND SUPPORT STAFF. During the Employment
                           Period, the Executive shall be entitled to an office
                           or offices of a size and with furnishings and other
                           appointments, and to personal secretarial and other
                           assistance, at least equal to the most favorable of
                           the foregoing provided to the Executive by the
                           Company and its affiliated companies at any time
                           during the 90-day period immediately preceding the
                           Effective Date or, if more favorable to the
                           Executive, as provided generally at any time
                           thereafter with respect to other peer executives of
                           the Company and its affiliated companies.

                  (ix)     VACATION. During the Employment Period, the Executive
                           shall be entitled to paid vacation in accordance with
                           the most favorable plans, policies, programs and
                           practices of the Company and its affiliated companies
                           as in effect for the Executive at any time during the
                           90-day period immediately preceding the Effective
                           Date or, if more favorable to the Executive, as in
                           effect generally at any time thereafter with respect
                           to other peer executives of the Company and its
                           affiliated companies.

5.       TERMINATION OF EMPLOYMENT.

         (a)      DEATH OR DISABILITY. The Executive's employment shall
                  terminate automatically upon the Executive's death during the
                  Employment Period. If the Company determines in good faith
                  that the Disability of the Executive has occurred during the
                  Employment Period (pursuant to the definition of Disability
                  set forth below), it may give to the



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                  Executive written notice in accordance with Section 11(b) of
                  its intention to terminate the Executive's employment. In such
                  event, the Executive's employment with the Company shall
                  terminate effective on the 30th day after receipt of such
                  notice by the Executive (the "Disability Effective Date"),
                  provided that, within the 30 days after such receipt, the
                  Executive shall not have returned to full-time performance of
                  the Executive's duties. For purposes of this Agreement,
                  "Disability" shall mean the absence of the Executive from the
                  Executive's duties with the Company on a full-time basis for
                  180 consecutive business days as a result of incapacity due to
                  mental or physical illness which is determined to be total and
                  permanent by a physician selected by the Company or its
                  insurers and acceptable to the Executive or the Executive's
                  legal representative (such agreement as to acceptability not
                  to be withheld unreasonably).

         (b)      CAUSE. The Company may terminate the Executive's employment
                  during the Employment Period for Cause. For purposes of this
                  Agreement, "Cause" shall mean (i) a material breach by the
                  Executive of the Executive's obligations under Section 4(a)
                  (other than as a result of incapacity due to physical or
                  mental illness) which is demonstrably willful and deliberate
                  on the Executive's part, which is committed in bad faith or
                  without reasonable belief that such breach is in the best
                  interests of the Company and which is not remedied in a
                  reasonable period of time after receipt of written notice from
                  the Company specifying such breach or (ii) the conviction of
                  the Executive of a felony involving moral turpitude.

         (c)      GOOD REASON; WINDOW PERIOD. The Executive's employment may be
                  terminated (i) during the Employment Period by the Executive
                  for Good Reason or (ii) during the Window Period by the
                  Executive without any reason. For purposes of this Agreement,
                  the "Window Period" shall mean the 60-day period immediately
                  following the four-month anniversary of the Effective Date
                  (with the fourth-month anniversary to be determined as the
                  same calendar day as the Effective Date four months later; for
                  example, if the Effective Date were January 6, 1997, the
                  Window Period would begin on May 6, 1997). For purposes of
                  this Agreement, "Good Reason" shall mean:

                  (i)      the assignment to the Executive of any duties
                           inconsistent in any respect with the Executive's
                           position (including status, offices, titles and
                           reporting requirements), authority, duties or
                           responsibilities as contemplated by Section 4(a) or
                           any other action by the Company which results in a
                           diminution in such position, authority, duties or
                           responsibilities, excluding for this purpose an
                           isolated, insubstantial and inadvertent action not
                           taken in bad faith and which is remedied by the
                           Company promptly after receipt of notice thereof
                           given by the Executive;

                  (ii)     any failure by the Company to comply with any of the
                           provisions of Section 4(b), other than an isolated,
                           insubstantial and inadvertent failure not occurring
                           in bad faith and which is remedied by the Company
                           promptly after receipt of notice thereof given by the
                           Executive;



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                  (iii)    the Company's requiring the Executive to be based at
                           any office or location other than that described in
                           Section 4(a)(i)(B);

                  (iv)     any purported termination by the Company of the
                           Executive's employment otherwise than as expressly
                           permitted by this Agreement; or

                  (v)      any failure by the Company to comply with and satisfy
                           Section 10(c), provided that such successor has
                           received at least ten days prior written notice from
                           the company or the Executive of the requirements of
                           Section 10(c).

         For purposes of this Section 5(c), any good faith determination of
         "Good Reason" made by the Executive shall be conclusive.

         (d)      NOTICE OF TERMINATION. Any termination by the Company for
                  Cause, or by the Executive without any reason during the
                  Window Period or for Good Reason, shall be communicated by
                  Notice of Termination to the other party hereto given in
                  accordance with section 11(b). For purposes of this Agreement,
                  a "Notice of Termination" means a written notice which (i)
                  indicates the specific termination provision in this Agreement
                  relied upon, (ii) to the extent applicable, sets forth in
                  reasonable detail the facts and circumstances claimed to
                  provide a basis for termination of the Executive's employment
                  under the provision so indicated and (iii) if the Date of
                  Termination (as defined below) is other than the date of
                  receipt of such notice, specifies the termination date (which
                  date shall be not more than 15 days after the giving of such
                  notice). The failure by the Executive or the Company to set
                  forth in the Notice of Termination any fact or circumstance
                  which contributes to a showing of Good Reason or cause shall
                  not waive any right of the Executive or the Company hereunder
                  or preclude the Executive or the Company from asserting such
                  fact or circumstance in enforcing the Executive's or the
                  Company's rights hereunder.

         (e)      DATE OF TERMINATION. "Date of Termination" means (i) if the
                  Executive's employment is terminated by the Company for Cause,
                  or by the Executive during the Window Period or for Good
                  Reason, the date of receipt of the Notice of Termination or
                  any later date specified therein, as the case may be, (ii) if
                  the Executive's employment is terminated by the Company other
                  than for Cause or Disability, the Date of Termination shall be
                  the date on which the Company notifies the Executive of such
                  termination and (iii) if the Executive's employment is
                  terminated by reason of death or Disability, the Date of
                  Termination shall be the date of death of the Executive or the
                  Disability Effective Date, as the case may be.

6.       OBLIGATIONS OF THE COMPANY UPON TERMINATION.

         (a)      GOOD REASON OR DURING THE WINDOW PERIOD; OTHER THAN FOR CAUSE,
                  DEATH OR DISABILITY. If, during the Employment Period, the
                  Company shall terminate the Executive's employment other than
                  for Cause or Disability (and other than a termination due to
                  death) or the Executive shall terminate employment either for
                  Good Reason or without any reason during the Window Period:



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                  (i)      the Company shall pay to the Executive in a lump sum
                           in cash within 30 days after the Date of Termination
                           the aggregate of the following amounts:

                           A.       the sum of (1) the Executive's Annual Base
                                    Salary through the Date of Termination to
                                    the extent not theretofore paid, (2) the
                                    product of (x) the Highest Annual Bonus and
                                    (y) a fraction, the numerator of which is
                                    the number of days in the current fiscal
                                    year through the Date of Termination, and
                                    the denominator of which is 365 and (3) the
                                    Special Bonus, if due to the Executive
                                    pursuant to Section 4(b)(iii), to the extent
                                    not theretofore paid and (4) any
                                    compensation previously deferred by the
                                    Executive (together with any accrued
                                    interest or earnings thereon) and any
                                    accrued vacation pay, in each case to the
                                    extent not theretofore paid (the sum of the
                                    amounts described in clauses (1), (2), (3)
                                    and (4) shall be hereinafter referred to at
                                    the "Accrued Obligations"); and

                           B.       the amount (such amount shall be hereinafter
                                    referred to as the "Severance Amount") equal
                                    to the product of (1) one and one-half (1.5)
                                    and (2) the sum of (x) the Executive's
                                    Annual Base Salary and (y) the Highest
                                    Annual Bonus; and

                  (ii)     for the remainder of the Employment Period, or such
                           longer period as any plan, program, practice or
                           policy may provide, the Company shall continue
                           benefits to the Executive and/or the Executive's
                           family at least equal to those which would have been
                           provided to them in accordance with the plans,
                           programs, practices and policies described in Section
                           4(b)(v) if the Executive's employment had not been
                           terminated in accordance with the most favorable
                           plans, practices, programs or policies of the Company
                           and its affiliated companies as in effect and
                           applicable generally to other peer executives and
                           their families during the 90-day period immediately
                           preceding the Effective Date or, if more favorable to
                           the Executive, as in effect generally at any time
                           thereafter with respect to other peer executives of
                           the Company and its affiliated companies and their
                           families, provided, however, that if the Executive
                           becomes reemployed with another employer and is
                           eligible to receive medical or other welfare benefits
                           under another employer provided plan, the medical and
                           other welfare benefits described herein shall be
                           secondary to those provided under such other plan
                           during such applicable period of eligibility (such
                           continuation of such benefits for the applicable
                           period herein set forth shall be hereinafter referred
                           to as "Welfare Benefit Continuation"). For purposes
                           of determining eligibility of the Executive for
                           retirement benefits pursuant to such plans,
                           practices, programs and policies, the Executive shall
                           be considered to have remained employed until the end
                           of the Employment Period and to have retired on the
                           last day of such period; and,



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                  (iii)    to the extent not theretofore paid or provided, the
                           Company shall timely pay or provide to the Executive
                           and/or the Executive's family any other amounts or
                           benefits required to be paid or provided or which the
                           Executive and/or the Executive's family is eligible
                           to receive pursuant to this Agreement and under any
                           plan, program, policy or practice or contract or
                           agreement of the Company and its affiliated companies
                           as in effect and applicable generally to other peer
                           executives and their families during the 90-day
                           period immediately preceding the Effective Date or,
                           if more favorable to the Executive, as in effect
                           generally thereafter with respect to other peer
                           executives of the Company and its affiliated
                           companies and their families (such other amounts and
                           benefits shall be hereinafter referred to as the
                           "Other Benefits").

         (b)      DEATH. If the Executive's employment is terminated by reason
                  of the Executive's death during the Employment Period, this
                  Agreement shall terminate without further obligations to the
                  Executive's legal representatives under this Agreement, other
                  than for (i) payment of Accrued Obligations (which shall be
                  paid to the Executive's estate or beneficiary, as applicable,
                  in a lump sum in cash within 30 days of the Date of
                  Termination) and the timely payment or provision of the
                  Welfare Benefit Continuation and other Benefits (excluding, in
                  each case, Death Benefits (as defined below)) and (ii) payment
                  to the Executive's estate or beneficiary, as applicable, in a
                  lump sum in cash within 30 days of the Date of Termination of
                  an amount equal to the greater of (A) the Severance Amount or
                  (B) the present value determined as provided in Section
                  280G(d)(4) of the Code of any cash amount to be received by
                  the Executive or the Executive's family as a death benefit
                  pursuant to the terms of any plan, policy or arrangement of
                  the Company and its affiliated companies, but not including
                  any proceeds of life insurance covering the Executive to the
                  extent paid for directly or on a contributory basis by the
                  Executive (which shall be paid in any event as an Other
                  Benefit) (the benefits included in this clause (B) shall be
                  hereinafter referred to as the "Death Benefits").

         (c)      DISABILITY. If the Executive's employment is terminated by
                  reason of the Executive's Disability during the Employment
                  Period, this Agreement shall terminate without further
                  obligations to the Executive, other than for (i) payment of
                  Accrued Obligations (which shall be paid to the Executive in a
                  lump sum in cash within 30 days of the Date of Termination)
                  and the timely payment or provision of the Welfare Benefit
                  Continuation and Other Benefits (excluding, in each case,
                  Disability Benefits (as defined below)) and (ii) payment to
                  the Executive in a lump sum in cash within 30 days of the Date
                  of Termination of an amount equal to the greater of (A) the
                  Severance Amount or (B) the present value (determined as
                  provided in Section 28OG(d)(4) of the Code) of any cash amount
                  to be received by the Executive as a disability benefit
                  pursuant to the terms of any plan, policy or arrangement of
                  the Company and its affiliated companies, but not including
                  any proceeds of disability insurance covering the Executive to
                  the extent paid for directly or on a contributory basis by the
                  Executive (which shall be paid in any event as an Other
                  Benefit) (the benefits included in this clause (B) shall be
                  hereinafter referred to as the "Disability Benefits").




                                      -10-
<PAGE>

         (d)      CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's
                  employment shall be terminated for Cause during the Employment
                  Period, this Agreement shall terminate without further
                  obligations to the Executive other than the obligation to pay
                  to the Executive Annual Base Salary through the Date of
                  Termination plus the amount of any compensation previously
                  deferred by the Executive, in each case to the extent
                  theretofore unpaid. If the Executive terminates employment
                  during the Employment Period, excluding a termination either
                  for Good Reason or without any reason during the Window
                  Period, this Agreement shall terminate without further
                  obligations to the Executive, other than for Accrued
                  Obligations and the timely payment or provision of Other
                  Benefits. In such case, all Accrued Obligations shall be paid
                  to the Executive in a lump sum in cash within 30 days of the
                  Date of Termination.

7.       NON-EXCLUSIVITY OF RIGHTS. Except as provided in sections 6(a)(ii),
         6(b) and 6(c), nothing in this Agreement shall prevent or limit the
         Executive's continuing or future participation in any plan, program,
         policy or practice provided by the Company or any of its affiliated
         companies and for which the Executive may qualify, nor shall anything
         herein limit or otherwise affect such rights as the Executive may have
         under any contract or agreement with the Company or any of its
         affiliated companies. Amounts which are vested benefits or which the
         Executive is otherwise entitled to receive under any plan, policy,
         practice or program of or any contract or agreement with the Company or
         any of its affiliated companies at or subsequent to the Date of
         Termination shall be payable in accordance with such plan, policy,
         practice or program or contract or agreement except as explicitly
         modified by this Agreement.

8.       FULL SETTLEMENT; RESOLUTION OF DISPUTES.

         (a)      The Company's obligation to make the payments provided for in
                  this Agreement and otherwise to perform its obligations
                  hereunder shall not be affected by any set-off, counterclaim,
                  recoupment, defense or other claim, right or action which the
                  Company may have against the Executive or others. In no event
                  shall the Executive be obligated to seek other employment or
                  take any other action by way of mitigation of the amounts
                  payable to the Executive under any of the provisions of this
                  Agreement and, except as provided in Section 6(a)(ii), such
                  amounts shall not be reduced whether or not the Executive
                  obtains other employment. The Company agrees to pay promptly
                  as incurred, to the full extent permitted by law, all legal
                  fees and expenses which the Executive may reasonably incur as
                  a result of any contest (regardless of the outcome thereof) by
                  the Company, the Executive or others of the validity or
                  enforceability of, or liability under, any provision of this
                  Agreement or any guarantee of performance thereof (including
                  as a result of any contest by the Executive about the amount
                  of any payment pursuant to this Agreement), plus in each case
                  interest on any delayed payment at the applicable Federal rate
                  provided for in Section 7872(f)(2)(A) of the Code.

         (b)      If there shall be any dispute between the Company and the
                  Executive (i) in the event of any termination of the
                  Executive's employment by the Company, whether such
                  termination was for Cause, or (ii) in the event of any
                  termination of employment by the Executive, whether Good
                  Reason existed, then, unless and until there is a final,



                                      -11-
<PAGE>

                  nonappealable judgment by a court of competent jurisdiction
                  declaring that such termination was for Cause or that the
                  determination by the Executive of the existence of Good Reason
                  was not made in good faith, the Company shall pay all amounts,
                  and provide all benefits, to the Executive and/or the
                  Executive's family or other beneficiaries, as the case may be,
                  that the Company would be required to pay or provide pursuant
                  to Section 6(a) as though such termination were by the Company
                  without Cause or by the Executive with Good Reason; provided,
                  however, that the Company shall not be required to pay any
                  disputed amounts pursuant to this paragraph except upon
                  receipt of an undertaking by or on behalf of the Executive to
                  repay all such amounts to which the Executive is ultimately
                  adjudged by such court not to be entitled.

9.       CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

         (a)      Anything in this Agreement to the contrary notwithstanding, in
                  the event it shall be determined that any payment or
                  distribution by the Company to or for the benefit of the
                  Executive (whether paid or payable or distributed or
                  distributable pursuant to the terms of this Agreement or
                  otherwise, but determined without regard to any additional
                  payments required under this Section 9) (a "Payment") would be
                  subject to the excise tax imposed by Section 4999 of the Code
                  or any interest or penalties are incurred by the Executive
                  with respect to such excise tax (such excise tax, together
                  with any such interest and penalties, are hereinafter
                  collectively referred to as the "Excise Tax"), then the
                  Executive shall be entitled to receive an additional payment
                  (a "Gross-Up Payment") in an amount such that after payment by
                  the Executive of all taxes (including any interest or
                  penalties imposed with respect to such taxes), including,
                  without limitation, any income taxes (and any interest and
                  penalties imposed with respect thereto) and Excise Tax imposed
                  upon the Gross-Up Payment, the Executive retains an amount of
                  the Gross-Up Payment equal to the Excise Tax imposed upon the
                  Payments.

         (b)      Subject to the provisions of Section 9(c), all determinations
                  required to be made under this Section 9, including whether
                  and when a Gross-Up Payment is required and the amount of such
                  Gross-Up Payment and the assumptions to be utilized in
                  arriving at such determination, shall be made by an
                  independent national accounting firm selected by the Company
                  (the "Accounting Firm") which shall provide detailed
                  supporting calculations both to the Company and the Executive
                  within 15 business days of the receipt of notice from the
                  Executive that there has been a Payment, or such earlier time
                  as is requested by the Company. In the event that the
                  Accounting Firm is serving as accountant or auditor for the
                  individual, entity or group affecting the Change of Control,
                  the Executive shall appoint another nationally recognized
                  accounting firm to make the determinations required hereunder
                  (which accounting firm shall then be referred to as the
                  Accounting Firm hereunder). All fees and expenses of the
                  Accounting Firm shall be borne solely by the Company. Any
                  Gross-Up Payment, as determined pursuant to this Section 9,
                  shall be paid by the Company to the Executive within five days
                  of the receipt of the Accounting Firm's determination. If the
                  Accounting Firm determines that no Excise Tax is payable by
                  the Executive, it shall




                                      -12-
<PAGE>

                  furnish the Executive with a written opinion that failure to
                  report the Excise Tax on the Executive's applicable federal
                  income tax return would not result in the imposition of a
                  negligence or similar penalty. Any determination by the
                  Accounting Firm shall be binding upon the Company and the
                  Executive. As a result of the uncertainty in the application
                  of Section 4999 of the Code at the time of the initial
                  determination by the Accounting Firm hereunder, it is possible
                  that Gross-Up Payments which will not have been made by the
                  Company should have been made ("Underpayment"), consistent
                  with the calculations required to be made hereunder. In the
                  event that the Company exhausts its remedies pursuant to
                  Section 9(c) and the Executive thereafter is required to make
                  a payment of any Excise Tax, the Accounting Firm shall
                  determine the amount of the Underpayment that has occurred and
                  any such Underpayment shall be promptly paid by the Company to
                  or for the benefit of the Executive.

         (c)      The Executive shall notify the Company in writing of any claim
                  by the Internal Revenue Service that, if successful, would
                  require the payment by the Company of the Gross-Up Payment.
                  Such notification shall be given as soon as practicable but no
                  later than ten business days after the Executive is informed
                  in writing of such claim and shall apprise the Company of the
                  nature of such claim and the date on which such claim is
                  requested to be paid. The Executive shall not pay such claim
                  prior to the expiration of the 30-day period following the
                  date on which it gives such notice to the Company (or such
                  shorter period ending on the date that any payment of taxes
                  with respect to such claim is due). If the Company notifies
                  the Executive in writing prior to the expiration of such
                  period that it desires to contest such claims the Executive
                  shall:

                  (i)      give the Company any information reasonably requested
                           by the Company relating to such claim,

                  (ii)     take such action in connection with contesting such
                           claim as the Company shall reasonably request in
                           writing from time to time, including, without
                           limitation, accepting legal representation with
                           respect to such claim by an attorney reasonably
                           selected by the Company,

                  (iii)    cooperate with the Company in good faith in order to
                           effectively contest such claim, and

                  (iv)     permit the Company to participate in any proceedings
                           relating to such claim;

                  provided, however, that the Company shall bear and pay
                  directly all costs and expenses (including additional interest
                  and penalties) incurred in connection with such contest and
                  shall indemnify and hold the Executive harmless, on an
                  after-tax basis, for any Excise Tax or income tax (including
                  interest and penalties with respect thereto) imposed as a
                  result of such representation and payment of costs and
                  expenses. Without limitation on the foregoing provisions of
                  this Section 9(c), the Company shall control all proceedings
                  taken in connection with such contest and, at its sole option,
                  may pursue or forgo any and all administrative appeals,
                  proceedings, hearings and conferences with the taxing
                  authority in respect of such claim and may, at its sole



                                      -13-
<PAGE>

                  option, either direct the Executive to pay the tax claimed and
                  sue for a refund or contest the claim in any permissible
                  manner, and the Executive agrees to prosecute such contest to
                  a determination before any administrative tribunal, in a court
                  of initial jurisdiction and in one or more appellate courts,
                  as the Company shall determine; provided, however, that if the
                  Company directs the Executive to pay such claim and sue for a
                  refund, the Company shall advance the amount of such payment
                  to the Executive, on an interest-free basis and shall
                  indemnify and hold the Executive harmless, on an after-tax
                  basis, from any Excise Tax or income tax (including interest
                  or penalties with respect thereto) imposed with respect to
                  such advance or with respect to any imputed income with
                  respect to such advance; and further provided that any
                  extension of the statute of limitations relating to payment of
                  taxes for the taxable year of the Executive with respect to
                  which such contested amount is claimed to be due is limited
                  solely to such contested amount. Furthermore, the Company's
                  control of the contest shall be limited to issues with respect
                  to which a Gross-Up Payment would be payable hereunder and the
                  Executive shall be entitled to settle or contest, as the case
                  may be, any other issue raised by the Internal Revenue Service
                  or any other taxing authority.

         (d)      If, after the receipt by the Executive of an amount advanced
                  by the Company pursuant to Section 9(c), the Executive becomes
                  entitled to receive any refund with respect to such claim, the
                  Executive shall (subject to the Company, complying with the
                  requirements of Section 9(c)) promptly pay to the Company the
                  amount of such refund (together with any interest paid or
                  credited thereon after taxes applicable thereto). If, after
                  the receipt by the Executive of an amount advanced by the
                  Company pursuant to Section 9(c), a determination is made that
                  the Executive shall not be entitled to any refund with respect
                  to such claim and the Company does not notify the Executive in
                  writing of its intent to contest such denial of refund prior
                  to the expiration of 30 days after such determination, then
                  such advance shall be forgiven and shall not be required to be
                  repaid and the amount of such advance shall offset, to the
                  extent thereof, the amount of Gross-Up Payment required to be
                  paid.

10.      SUCCESSORS.

         (a)      This Agreement is personal to the Executive and without the
                  prior written consent of the Company shall not be assignable
                  by the Executive otherwise than by will or the laws of descent
                  and distribution. The economic benefit provisions of this
                  Agreement shall inure to the benefit of and be enforceable by
                  the Executive's legal representatives.

         (b)      This Agreement shall inure to the benefit of and be binding
                  upon the Company and its successors and assigns.

         (c)      The Company will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Company to assume expressly and agree to perform this
                  Agreement in the same manner and to the same extent that the
                  Company would be required to perform it if no such succession
                  had taken place. As used in this Agreement, "Company" shall



                                      -14-
<PAGE>

                  mean the Company as hereinbefore defined and any successor to
                  its business and/or assets as aforesaid which assumes and
                  agrees to perform this Agreement by operation of law, or
                  otherwise.

11.      MISCELLANEOUS; NOTICES.

         (a)      This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Texas without
                  reference to principles of conflict of laws. The captions of
                  this Agreement are not part of the provisions hereof and shall
                  have no force or effect. This Agreement may not be amended or
                  modified otherwise than by a written agreement executed by the
                  parties hereto or their respective successors and legal
                  representatives.

         (b)      All notices and other communications hereunder shall be in
                  writing and shall be given by hand delivery to the other party
                  or by registered or certified mail, return receipt requested,
                  postage prepaid, addressed as follows:

                  If to the Executive:      James W. Brown
                                            2114 Green Hill
                                            McKinney, Texas 75070

                  If to the Company:        Software Spectrum, Inc.
                                            2140 Merritt Drive
                                            Garland, Texas 75041
                                            Attention: Chief Executive Officer

         or to such other address as either party shall have furnished to the
         other in writing in accordance herewith. Notice and communications
         shall be effective when actually received by the addressee.

         (c)      The invalidity or unenforceability of any provision of this
                  Agreement shall not affect the validity or enforceability of
                  any other provision of this Agreement.

         (d)      The Company may withhold from any amounts payable under this
                  Agreement such Federal, state or local taxes as shall be
                  required to be withheld pursuant to any applicable law or
                  regulation.

         (e)      The Executive's or the Company's failure to insist upon strict
                  compliance with any provision hereof or the failure to assert
                  any right the Executive or the Company may have hereunder,
                  including, without limitation, the right of the Executive to
                  terminate employment for Good Reason pursuant to Section
                  5(c)(i)-(v), shall not be deemed to be a waiver of such
                  provision or right or any other provision or right of this
                  Agreement.

         (f)      The Executive and the Company acknowledge that, except as may
                  otherwise be provided under any other written agreement
                  between the Executive and the Company, the employment of the
                  Executive by the Company is "at will" and, prior to the
                  Effective Date, may be terminated by either the Executive or
                  the Company at any time. Moreover, if prior to the Effective
                  Date, the Executives employment with the Company terminates,
                  then the Executive shall have no further rights under this
                  Agreement.



                                      -15-
<PAGE>




         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.


                                             EXECUTIVE

                                             /s/ JAMES W. BROWN
                                             -----------------------------------
                                             Name: James W. Brown


                                             SOFTWARE SPECTRUM, INC.

                                             By:    /s/ JUDY O. SIMS
                                                    ----------------------------
                                             Name:  Judy O. Sims
                                             Title: Chief Executive Officer



                                      -16-
<PAGE>





                                   SCHEDULE A

                       TO MANAGEMENT CONTINUITY AGREEMENT
                               BETWEEN THE COMPANY
                               AND JAMES W. BROWN


The Company has entered into Management Continuity Agreements with executive
officers of the Company, which agreements are identical to the that filed as
Exhibit 10.13 with the exception of the difference in the parties and the dates
of execution set forth below:

<Table>
<Caption>

PARTY                                                        DATE OF EXECUTION
-----                                                        -----------------
<S>                                                          <C>
Carrie C. Adams                                              March 1, 2001
Lorraine Castorina                                           April 1, 1999
Keith R. Coogan                                              January 10, 1997
Robert D. Graham                                             January 10, 1997
Gary Hanson                                                  October 23, 2000
Roger J. King                                                January 10, 1997
Robert B. Mercer                                             January 10, 1997
Judy C. Odom (formerly, Judy Odom Sims)                      April 1, 1999
Toni J. Portmann                                             November 1, 2001
John Sprague                                                 October 23, 2000
Lisa M. Stewart                                              January 10, 1997
Melissa Womack                                               December 11, 2000
</Table>



                                      -17-