DISTRIBUTOR AGREEMENT

     This Distributor Agreement (the "Agreement") is made by and between CNF,
Inc., a California corporation ("Supplier") and Merisel Americas, Inc., a
Delaware corporation ("Distributor"). Supplier and Distributor hereby agree as
follows:

     1. Distribution Rights. Supplier grants to Distributor the non-exclusive
worldwide right and license to distribute Supplier's Products to Distributor's
customers; provided, that Distributor may at any time during the term of this
Agreement assign its rights and obligations under this Agreement to one or more
of Distributor's direct or indirect subsidiaries or affiliates (individually, a
"Subsidiary") with respect to specific territories around the world, and each
Subsidiary shall thereafter have the rights and obligations of Distributor
hereunder with respect to the territory assigned to it as if such Subsidiary had
entered into this Agreement directly with Supplier. "Products" shall include all
of Supplier's products set forth on Exhibit A hereto and any other products
manufactured or marketed by Supplier during the term of this Agreement and
intended for sale by resellers. Supplier has provided Distributor a list of all
other distributors purchasing Products from Supplier as of the date hereof, and
Supplier shall give Distributor at least thirty (30) days' prior written notice
of the appointment of any other distributor in the United States or Canada of
any of its Products during the term of this Agreement, and shall make reasonable
efforts to notify Distributor of any distributors appointed outside the United
States and Canada, prior to such appointment.

     2. Price and Payment Terms.

     2.1 Retail Price and Discount. The purchase price payable for any Product
ordered by Distributor shall be equal to Supplier's published suggested retail
price for the Product less a discount off such suggested retail price. Suggested
retail prices, Distributor and Reseller discount amounts and purchase prices for
the Products are set forth on Exhibit A. In the event Supplier wishes to change
the suggested retail price of any Product, Supplier shall give Distributor at
least thirty (30) days' prior written notice of the change, specifying the new
suggested retail price, discount amount (determined using the above discount
percentage) and purchase price payable by Distributor. In the event any new
Product is manufactured or marketed by Supplier during the term of the
Agreement, Supplier shall notify Distributor in writing of the suggested retail
price, discount amount (determined using the above discount percentage) and
purchase price payable by Distributor.

     2.2 Price Protection. (a) If the purchase price of any Product is
increased, Supplier shall honor any Distributor purchase orders placed prior to
the effective date of the increase at the price in effect immediately prior to
the time the increased is announced.

     (b) If the purchase price of any Product is decreased, Supplier shall grant
Distributor a credit in the amount of the price decrease for each unit of the
Product that is or has been (i) on order or in transit to Distributor on the
effective date of the price decrease, and (ii) in Distributor's inventory on the
effective date of the decrease. In addition, Distributor and Supplier shall
mutually agree upon which Resellers shall be entitled to price protection from
Supplier and Supplier shall grant Distributor a price protection credit for each
price protection request submitted by such Resellers provided the price
protection request is placed with Distributor within the thirty (30) days
following the effective date of the price decrease. In order to receive any
credits hereunder, Distributor shall provide Supplier with a report or reports
specifying the number of units for which credits are requested, and Supplier
shall grant such credits within thirty (30) days after receipt of any such
report. In the event Supplier has not granted such credit(s) to Distributor
within such thirty (30) day period, Distributor shall have the right to deduct
such credit(s) from any amounts due Supplier under this Agreement at such time.
In the event no amounts are due to Supplier at such time, Distributor shall have
the right to request cash payment of such credit amount by Supplier, in
accordance with Section 2.6 of this Agreement. Should Supplier have reasonable,
valid cause to question or contest any credit requested under this

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<PAGE>

Section 2.2, Supplier shall contest such amount or pose such question within
thirty (30) days following Supplier's receipt of Distributor's report(s) as
described hereinabove or Supplier shall waive its rights to contest or question
such credits and shall remit such credit amounts to Distributor as described in
this Section 2.2.

     (c) Section 2.2(b) shall apply to all Subsidiaries that have the rights of
Distributor hereunder (and also for Merisel Americas, Inc. to the extent Product
is held in inventory outside of the United States or ordered from a location
outside of the United States).

     2.3 Payment Terms. All payments made to either party under this Agreement
shall be due and payable in United States Dollars. Payments to Supplier with
respect to all Products received by Distributor Supplier shall be due and
payable within thirty (30) days after the shipment date of the Products ordered.
All payments shall be subject to (i) a two percent (2%) discount if payment is
made within net fifteen (15) days of the date of receipt of Products and (ii) a
three percent (3%) discount if payment is made prior to the receipt of the
Products ordered.

     2.4 Rebates. Supplier and Distributor agree to enter into rebate
discussions within one (1) year following the date of execution of this
Agreement. In the event Distributor achieves the Quarterly Sales Goal in any
quarter which occurs after such rebates have been established, (as they may be
adjusted from time to time pursuant to Exhibit A), Supplier shall pay
Distributor a rebate in the amount determined pursuant to Exhibit A within
thirty (30) days after receipt of a sales report from Distributor setting forth
its sales results.

     2.5 Most Favored Customer. Supplier agrees that the discounts, purchase
prices, payment terms and other terms and conditions of sale for any Product
shall not at any time be less favorable to Distributor than the discounts,
purchase prices, payment terms and other terms and conditions of sale for the
Products offered by Supplier to any other distributor or aggregator.

     2.6 Recoupment (a) Distributor shall have the right of recoupment with
respect to all amounts owed to it by Supplier under this Agreement. Any amounts
payable to Distributor under this Agreement for any reason (including, without
limitation, for price protection, product returns, marketing funds or Frequent
Buyer Program funds) shall first be applied as a credit by Distributor and shall
reduce any uncontested amounts owed by Distributor to Supplier. In the event
that Distributor maintains a credit balance with Supplier after application of
credits, Supplier shall pay Distributor the amount of the remaining credit
balance within thirty (30) days via an instrument acceptable to Distributor
(which may include, but shall not be limited to, in Distributor's sole option,
by cash, company check, cashier's check, or wire transfer).

     (b) Distributor shall have the right of recoupment with respect to any
amounts owed by it to Supplier. Any amounts owed to Supplier by Distributor
under this Agreement for any reason (including, without limitation, for the
purchase of products) shall first be reduced by any amounts owed to Distributor
by Supplier. In the event that Distributor maintains a debit balance with
Supplier after such reduction (including the application of credits),
Distributor shall have the right, in its sole option, to either: (i) return
Products in Distributor's inventory to Supplier for credit in the amount of the
purchase price paid for such Products, less any credits previously issued to
Distributor under Section 2.2 hereof, which credit shall be applied to the
amounts owed by Distributor to Supplier; or (ii) pay Supplier the amount owed by
Distributor to Supplier. Irrespective of which option Distributor selects,
Distributor shall retain all future rights to return Product as set forth in
this Agreement.

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     3. Orders and Shipping.

     3.1 Order Placement. Distributor shall place orders for Products with
Supplier in writing. Supplier shall use reasonable efforts to deliver Products
to Distributor within ten (10) days of the date of Distributor's order.
Distributor shall have no obligation to order any minimum quantity of Products.

     3.2 Allocation. In the event of any shortage of Products, upon order by
Distributor Supplier shall ship to Distributor at least as many units of Product
as Supplier ships to any other customer. In the event any Product is subject to
limited availability at any time and Distributor has placed orders for such
Product, either prior to the date such Product becomes subject to limited
availability, or during such time as such Product is subject to limited
availability, Supplier agrees to contact Distributor prior to shipping any order
for such Product, and Distributor shall have the right, in its sole option and
without liability, to cancel any existing order for such Product(s).

     3.3 Title and Risk of Loss. Products shall be shipped F.O.B. to the
Distributor warehouse specified in the order. Any freight costs for Products
shipped to Distributor's United States locations shall be paid by Supplier and
Supplier shall have access to Distributor's negotiated freight rates with
Distributor's designated carrier. Distributor agrees to utilize such designated
carrier for all shipments unless both parties mutually agree on an alternate
shipping method.

     3.4 Incorrect or Erroneous Shipment. In the event the Product(s) shipped to
Distributor does not conform to the Product description for such Product set
forth on the applicable purchase order for such Product(s), Distributor shall
contact Supplier, and Supplier shall use reasonable efforts to ship the correct
Product(s) to the United States location specified by Distributor within ten
(10) business days of Distributor's notification of such misshipment to Supplier
at no additional cost to Distributor. Distributor shall obtain a Return Material
Authorization number, as is set forth in Section 5.4 of this Agreement, for any
such Product and shall return any misshipped Product to Supplier, via freight
collect, for credit in the amount paid by Distributor for such Product.

     3.5 Disclaimer of Standard Terms. All terms, conditions, or provisions
which may appear as pre-printed language or otherwise be inserted within any
order confirmation or invoice for any Products shall be of no force and effect
notwithstanding the execution or delivery of such other document subsequent to
the date of this Agreement.

     3.6 Bar Coding. Supplier shall mark each Product sold to Distributor with
the appropriate UPC bar code: The preferred bar codes are Version A barcode, or
Code 39 with FACT Data Identifiers barcode. In the event Supplier utilizes any
other UPC standard bar code, Supplier shall submit a sample of such bar code to
Distributor, prior to the execution of this Agreement, to verify compatibility
with Distributor's bar code recognition systems. Distributor reserves the right,
in its sole discretion and without penalty or liability to Distributor, to (i)
refuse any shipment of Product(s) which are not so marked; and (ii) elect not to
set up any Product in its systems which is not marked with a UPC standard bar
code compatible with Distributor's bar code recognition systems.

     4. Defective Products. Supplier shall accept the return of any Product
alleged by Distributor or its customers to be defective and shall grant to
Distributor a credit for any Products to be returned in the amount of the
purchase price charged to Distributor therefor, less any applicable credits
pursuant to Section 2.2 hereof which have been previously paid to Distributor.
Distributor shall first instruct its customer to contact Supplier's technical
support group to verify such defect, but Distributor's customer's failure to so
contact Supplier shall not affect Distributor's right to return Products under
this Section 4. Distributor shall obtain a Return Material Authorization
("RMA"), as set forth in Section 5.4 of this Agreement, for all returns under
this Section 4.

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Supplier also shall pay all freight charges for shipments of such Products from
Distributor's United States location to Supplier by Distributor.

     5. Inventory Maintenance.

     5.1 Stock Balancing Rights. At any time or from time to time during the
term of the Agreement, Distributor may return for credit an amount of Products
with an original purchase price not in excess of twenty-five percent (25%) of
the aggregate purchase price of all of Distributor's purchases during the
preceding two (2) calendar quarters.

     5.2 Acceptable Level Return Rights. In addition to the Stock Balancing
Rights set forth hereinabove, in the event Distributor determines that the sales
of any Product have not reached, or do not remain at, an acceptable level at any
time during the term of this Agreement, Distributor may return any or all units
of such Product to Supplier for credit. For the purposes of this Section 5.2,
"acceptable level" shall mean sales of any Product in an amount equal to or
greater than fifteen thousand dollars ($15,000.00) per month.

     5.3 Discontinued Products. (a) In the event Supplier shall discontinue any
Product, or declare any Product to be obsolete, Supplier shall notify
Distributor thirty (30) days in advance of such discontinuation or declaration
of obsolescence. Distributor shall have the right to return all units of such
Product then in Distributor's Inventory to Supplier, for credit for a period of
one hundred eighty (180) days following the effective date of discontinuation.

     (b) In the event Supplier offers to Distributor, or any other similar
purchaser, new Products which are of equivalent and/or superior fit, form and
function to a similar Product, and such new Product negatively affects
Distributor's ability to sell such similar Product(s) then in Distributor's
inventory, to the extent that Distributor's sales of the prior version of such
Product decrease by fifty percent (50%) or more based upon Distributor's sales
out of such Product(s) in the sixty (60) days preceding the date such new
Product(s) is made available, Distributor shall have the right to declare its
inventory of such similar Product(s) functionally discontinued, shall so notify
Supplier, and shall return the affected inventory of such functionally
discontinued Product(s) for credit for a period of sixty (60) days for all mass
storage subsystem Products, and one hundred eighty (180) days for all other
Products, following the date of functional discontinuation.

     (c) The return rights set forth in this Section 5.3 are in addition to any
return rights described under Sections 5.1 and 5.2 of this Agreement.

     5.4 Return Procedures. Supplier shall issue a Return Material Authorization
("RMA") number for any Products Distributor requests to return within five (5)
business days following the date Distributor requests such RMA; (provided,
however, that in the event such RMA is not issued within such five (5) day
period, Distributor shall have the right to return any units of the Product(s)
to Supplier without an RMA, and Supplier shall be obligated to accept such
return). All Products returned pursuant to this Section 5 shall be unopened and
in their original packaging. The amount of the credit for any returned Products
shall be equal to the original purchase price charged to Distributor less any
credits pursuant to Section 2.2 hereof which have been previously paid to
Distributor. Supplier shall bear all freight costs associated with returns of
Product to Supplier by Distributor under this Section 5.

     6. Product Information Obligations and Set-Up Fees.

     6.1 Product Set Up, Descriptions and Technical Support Requirements.
Supplier shall provide Distributor's Product Information Center with the
materials set forth on Exhibit B hereto. Distributor may, from time to time,
change the requirements set forth in Exhibit B. Supplier shall be solely
responsible for

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the factual accuracy and completeness of any information or materials provided
to Distributor. Distributor reserves the right to delay set up in Distributor's
systems of any Product for which this information is not provided.

     6.2 Product Physical Information. Supplier agrees to provide Distributor
with the per-unit weight of each Product (such weight to include packaging) to
be distributed by Distributor, and the cube dimension of each unit of Product,
each Master Carton (if any) for each Product, and each pallet. Distributor
reserves the right to delay set up in Distributor's systems of any Product for
which this information is not provided.

     6.3 New Products. Supplier agrees to provide Distributor with the material
described in Section 6.1 and Exhibit B hereof for all updates and revisions of
each Product and for each new Product which is manufactured or marketed by
Supplier and which Distributor will distribute during the term of this
Agreement, and shall make reasonable efforts provide Distributor with thirty
(30) days prior notice of any such update, revision or new Product.

     6.4 Product Changes. Supplier shall make reasonable commercial efforts to
give Distributor thirty (30) days notice, or at least as much notice as is given
to any other similar purchaser for any changes in Product packaging,
documentation or major version changes.

     6.5 Information. Products and Services. (a) Distributor, from time to time,
may design, develop and operate a variety of materials, product catalogues,
product set up forms, sales support and marketing services in connection with
its wholesale computer products distribution business, including, without
limitation, maintaining an electronic library containing computer hardware,
software, peripheral and accessory product descriptions, creating custom product
descriptions upon the request of its customers, publishing a computer reseller
price book, creating and publishing advertisements for computer products;
operating direct mail promotions, publishing catalogues; operating sales events
and promotions and training sessions; operating an on-line order entry and
information service (collectively, the "Information Products"). Distributor's
Information Products may also permit Supplier to communicate directly with
resellers through on-line message boards and other technology.

     (b) From time to time Supplier may provide information to Distributor for
inclusion in the Information Products. Distributor may, in its sole discretion,
with prior written approval from Supplier, charge a fee to the Supplier as a
condition precedent for the inclusion of Supplier's information in an
Information Product.

     (c) Distributor, in its sole discretion, may publish the Information
Products through any available medium, including, without, limitation, through
on-line computer networks, print media, CD ROM, diskette, facsimile, cable or
satellite transmission. The type, amount and usage of the Information Products
shall be as determined by Distributor from time to time, in its sole discretion.
Distributor, in its sole discretion, may elect to charge the recipient of the
Information Products (the "Customer") for receipt of the Information Products
and the pricing charged by Distributor may include a profit for Distributor.
Distributor reserves the right to modify or terminate any Information Product at
any time, without notice or liability to Supplier, unless Supplier has paid for
inclusion in which case Distributor will notify Supplier and provide a refund
for service paid for but not provided.

     (d) The information that is contained in the Information Products comes
from the following sources:

          i) Distributor created or generated information, including materials
     created by Distributor, that may or may not embody product information
     provided by the Supplier; and

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<PAGE>
          ii) Supplier provided "Spec Sheets", photographs and Supplier
     trademarks, trade names and logos (collectively, the "Supplier
     Information"). "Distributor Information" means all intellectual property
     and information that is contained in the Information Products, except the
     Supplier Information.

     (e) Distributor shall have the ownership rights for all Distributor
Information. Any information provided to Distributor for use in an Information
Product that is not Supplier Information shall become Distributor Information.
Supplier grants Distributor a nonexclusive worldwide right and license to
republish and distribute the Supplier Information and to include the Supplier
Information in any Information Product that Distributor may produce from time to
time. Supplier warrants to Distributor that it has all rights to grant such a
license in the Supplier Information.

     (f) Supplier shall be solely responsible for the factual accuracy and
completeness of any information provided to Distributor for use in any
Information Product.

     6.6 D.A.T.A. Bank Program. During the first year of this Agreement,
Supplier agrees to participate in Distributor's D.A.T.A. Bank Program, in such
countries where Distributor offers such a Program, a copy of which is attached
to this Agreement as Exhibit C and which may subsequently be amended or
discontinued by Distributor from time to time. Supplier's participation in the
D.A.T.A. Bank Program during each subsequent year shall be automatically renewed
unless Supplier gives written notice to Distributor, in accordance with the
terms set forth in Exhibit C, at least thirty (30) days prior to the expiration
of the first or any subsequent Program year during the term of this Agreement.
Distributor shall render an invoice each calendar quarter to Supplier for the
participation fees payable by Supplier in connection with the D.A.T.A. Bank
Program during the preceding quarter. Invoices rendered hereunder shall be paid
by Supplier within thirty (30) days after receipt or, at Distributor's option,
Distributor may deduct such amounts from any amounts due Supplier hereunder.

     7. Marketing

     7.1 Programs and Development Funds. Supplier shall provide Distributor with
marketing development funds on a case by case basis for such marketing program
as Supplier and Distributor mutually agree upon. Such funds shall be used in
connection with marketing programs to be mutually agreed upon by Supplier and
Distributor. Supplier shall also provide Distributor with Product launch funds
to be utilized by Distributor to conduct initial marketing activities in
connection with the commencement of Distributor's relationship with Supplier,
such funds to be expended in accordance with a launch plan to be mutually agreed
upon by Supplier and Distributor. Distributor shall invoice Supplier for all
marketing development and launch funds due Distributor hereunder, and such
invoices shall be due and payable within thirty (30) days after receipt or, at
Distributor's option, Distributor may deduct such amounts from amounts due
Supplier.

     7.2 News Releases. No news releases, including photographs, films or
videos, public announcements, Product or company endorsements by Distributor or
confirmation of all, or any part of, the subject matter of this Agreement shall
be made public without the prior written consent of Distributor.

     8. Product Agreements and Indemnification.

     8.1 No Violations. Supplier represents and warrants that the purchase of
Products by Distributor and subsequent sale to its customers, as contemplated by
this Agreement throughout the United States, Canada and Mexico, and, to the best
knowledge of Supplier, the sale of each Product in any other foreign

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<PAGE>

country, violates no foreign, federal state or local law or regulation or any
agreement between Supplier and any other person or entity.

     8.2 Title and Infringement. Supplier represents and warrants that (a) it
owns all right, title and interest in and to the Products necessary to enter
into and perform its obligations to Distributor hereunder, and (b) no Product
sold to Distributor during the term of this Agreement, nor the use of any such
Product, nor anything in or contemplated by this Agreement, infringes upon the
Intellectual Rights (as herein defined) of any other person or entity, and no
suit or proceeding is pending or threatened alleging that any Product or the use
thereof infringes upon any Intellectual Rights. As used herein, the term
"Intellectual Right" means any rights relating to any trademark, tradename,
service mark, copyright, patent, trade secret or other proprietary right.

     8.3 Indemnification. Supplier agrees to hold Distributor harmless and
indemnify, reimburse, and defend it upon request at its own cost from any
proceedings related to any claim asserted against Distributor or its customers
with respect to the Products, any information or materials provided by Supplier
pursuant to this Agreement, or which otherwise arises out of its relationship
with Distributor, (including without limitation any claim that any Product
infringes the Intellectual Rights of another) and shall pay them for all amounts
owed by them to third persons and expenses incurred by them in connection with
any such claim or suit. Distributor shall notify Supplier of any claim described
in this Section 8.3 and shall allow Supplier the opportunity to assume the sole
control of the defense and/or settlement of any such claim, provided that
Distributor shall have the right to approve any settlement which imposes any
obligation upon it.

     8.4 Insurance. Supplier shall maintain, at its expense, a policy or
policies of product liability insurance, with a broad form Vendor's Endorsement
naming Distributor as an additional insured, providing coverage of not less than
one million dollars ($1,000,000.00) combined single limit, and shall provide
Distributor with a Certificate of Insurance (including broad form Vendor's
Endorsement) reflecting such coverage. The Certificate shall provide for at
least ten (10) days prior written notice of cancellation or substantial change.

     8.5 Buy American Act. In order to ascertain whether or not the Products
meet the requirements of the "Buy American Act" and to ensure that the Products
may be exported to Canada and Mexico in accordance with the terms of the North
American Free Trade Agreement, Supplier shall set forth, on Exhibit A hereto,
which Products, if any, are less than fifty-one percent (51%) U.S. manufactured,
and further shall complete the information set forth on Exhibit D hereto, the
"Certificate of Origin" with respect to each Product made available to
Distributor under this Agreement, such form to be completed on or prior to the
date such Product is first made available for purchase hereunder. Further, a new
copy of such form shall be provided to Distributor each year during the term of
this Agreement, prior to the annual anniversary date of such Agreement. Supplier
shall indemnify Distributor, hold it harmless and reimburse it for any and all
expenses or costs incurred by Distributor in the event the information set forth
by Supplier on the "Certificate of Origin" is incorrect or erroneous.

     9. Term and Termination.

     9.1 Unless earlier terminated as provided herein, this Agreement shall have
an initial term of one year from the last date either party executed this
Agreement, and shall automatically renew for successive one year periods unless
either party notifies the other party in writing of its election to terminate
the Agreement at least sixty (60) days prior to the expiration of the initial
term or any renewal term, as applicable.

     9.2 Either party may terminate this Agreement with or without cause, upon
thirty (30) days prior written notice to the other party; provided that, in the
event the terminating party notifies the other party that such other party has
materially breached any provision of this Agreement, the party in breach shall

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have thirty (30) days after written notification detailing the breach is
delivered by the non-breaching party to cure such breach.

     9.3 Upon expiration of this Agreement or termination by either party,
Distributor may return to Supplier for credit any Products in its inventory or
returned to it by its customers within the succeeding sixty (60) days for mass
storage subsystem Products, and one hundred eighty (180) days for all other
Products. Distributor shall be credited for any Products so returned in an
amount equal to the original purchase price thereof, less any credits pursuant
to Section 2.2 hereof which have been previously paid to Distributor and shall
be first applied to any uncontested amounts due Supplier. Any remaining balance
shall be promptly paid to Distributor.

     10. General.

     10.1 Entire Agreement. This Agreement contains all the agreements,
understanding, representations, conditions, warranties and covenants, and
constitutes the sole and entire agreement between the parties hereto pertaining
to the subject matter hereof and supersedes all prior communications or
agreements, written or oral. This Agreement may not be released or modified
except by the mutual written consent of both Distributor and Supplier as
attested to by an instrument signed by an officer of each of them. If any
provision of this Agreement is declared invalid or unenforceable the remaining
provisions of this Agreement shall remain in full force and effect.

     10.2 Independent Relationship. Nothing contained herein shall be deemed or
construed as creating a joint venture or partnership between Distributor and
Supplier. Neither Distributor nor Supplier is by virtue of this Agreement
authorized as an agent or other representative of the other.

     10.3 Assignment. Except as expressly provided herein, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party; provided, that Distributor
may assign its rights and obligations hereunder to one or more subsidiary or
affiliate corporations without consent, but Distributor shall remain liable for
all obligations hereunder.

     10.4 Waiver or Delay. Any waiver of any provision of this Agreement, or a
delay by either party in the enforcement of any right hereunder, shall neither
be construed as a continuing waiver, or create an expectation of
non-enforcement, of that or any other provision of this Agreement, either in the
present or in the future.

     10.5 Governing Law. The validity, interpretation, and performance of this
Agreement shall be controlled by and construed under the laws of the State of
California.

     10.6 Force Majeure. Neither party hereto shall be liable for the failure to
perform of any of its obligations under this Agreement if such failure is caused
by the occurrence of any force majeure beyond the reasonable control of such
party, including without limitation fire, flood, strikes and other industrial
disturbances, failure of transport, accidents, wars, riots, insurrections or
acts of God.

     10.7 Confidentiality. Distributor and Supplier shall hold in trust and
confidence and shall not disclose for a period of three (3) years from the date
of disclosure any information deemed "Confidential Information" by the
disclosing party and identified as such at the time of disclosure. Information
shall not be deemed "Confidential Information" for the purposes of this
Agreement that (i) is already known to the nondisclosing party at the time of
disclosure; (ii) is or becomes publicly known through no wrongful act of the
nondisclosing party, including by public announcement by the disclosing party;
(iii) is received from a third party without similar restrictions and without
breach of this Agreement; (iv) is independently developed by the non-

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disclosing party; or (v) is lawfully required to be disclosed by any
governmental agency or otherwise required to be disclosed by law.

     10.8 Headings. The headings appearing in this Agreement are inserted only
as a matter of convenience and in no way define, limit, construe or describe the
scope or extent of such section or in any way affect such paragraph.

     10.9 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute a single instrument
and agreement.

     10.10 Notices. Any notices under this Agreement shall be in writing
addressed to both the President and Contract Administrator of such party at the
address set forth below (or such other address as a party may notify the other
party in accordance with these provisions), and shall be delivered by certified
mail, return receipt requested or by an overnight delivery service of national
standing.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth below.


MERISEL AMERICAS, INC.                  CNF, Inc.
200 Continental Blvd.                   7722 East Gray Road
P.O. Box 984                            Scottsdale, AZ 85260
El Segundo, CA 90245-0984



By: /s/ Kris Rogers                     By: /s/ David G. Thompson
   --------------------------------        -----------------------------------
Name: KRIS ROGERS                          Name: David G. Thompson


Title: SENIOR VICE PRESIDENT            Title: CFO
       GENERAL MANAGER,                       --------------------------------
        U.S. DISTRIBUTION

Date: 1/7/99                            Date: 12/28/98
     -------------------------------          --------------------------------

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                                    EXHIBIT A

                                    Products

                  Suggested            Distributor       Reseller        % U. S.
Product           List Price           Discount          Price            Mfctd.
--------------------------------------------------------------------------------




                                     Rebate


           Quarterly Sales Goal                     Rebate Percentage


During all subsequent years of the Agreement, the Quarterly Sales Goals and
Rebate Percentage for the year shall be as mutually agreed to by the parties
hereto and shall be based upon Distributor's sales of the Products during the
prior year. Any Quarterly Sales Goals shall, at Distributor's option, be amended
following the end of any calendar quarter.

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                                    EXHIBIT B

         Product Information Center and Technical Support Requirements

1.      A new Product Set Up Form must be fully completed for each Product,
        update, version change or new Product introduced by Supplier, which
        Supplier wishes Merisel to distribute. The Product Set Up Form shall be
        provided to Supplier by the Product Information Center.

2.      Spec Sheets, Original Data Sheets and additional Supplier-provided
        reference materials must be completely legible. Materials which are not
        completely legible will be returned to Supplier and will not be used.

3.      For each Product distributed by Distributor, Supplier is required to
        provide the following:

   3.1  Spec and Data Sheets.

        3.1.1  Three (3) original Spec or Data Sheets for the Product and any
               product information which is available on CD-ROM.

        3.1.2  If Supplier is new to Distributor, Supplier must send fifteen
               (15) Product family, or company product offering, brochures to
               each of the persons listed below:

                   Director                            Director
                   Inside Sales, West Coast            Inside Sales, East Coast
                   Merisel, Inc.                       Merisel, Inc.
                   200 Continental Blvd.               293 Boston Post Road West
                   El Segundo, CA 90245                Marlboro, MA 01752

        3.1.3  Distributor part numbers must be affixed to three (3) of the Spec
               Sheets referenced in Section 3.1.1. Distributor part numbers
               must also be affixed to the back sides of Product photographs or
               any sleeves containing transparencies.

        3.1.4  If a Spec Sheet refers to multiple Products, all relevant
               Distributor part numbers must be listed on such Spec or Data
               Sheet.

        3.1.5  If a Distributor part number is not available for a Product,
               Supplier should refer to its own part number.

   3.2  Logos and Photos.

        3.2.1  Two Supplier logos scanned at 2400 dpi resolution into EPS or
               TIFF files. One of the EPS or TIFF files must contain a black-
               and-white logo and one of the EPS or TIFF files must contain a
               color logo.

        3.2.2  One (1) approximately 2" x 3" digitized color image of each
               product in high resolution CMYK TIFF format ready for output up
               to 2400 dpi. (Other formats such as native PhotoShop, EPS, etc.
               are also acceptable.)

                                       OR

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               Digitized images are preferred, but if they are not available
               please send: One (1) color photograph of each product (in 35-mm
               slide, 2 1/4-inch or 4 X 5-inch transparency format). All photos
               must be marked with Merisel SKU number and/or Manufacturer's UPC
               code. Merisel SKU number and/or Manufacturer UPC code must also
               be affixed to the back side of product photos or any sleeves
               containing transparencies.

   3.3  Empty Boxes. Two (2) empty boxes for each of Supplier's software and/or
        accessory Product(s) distributed by Distributor.

4. Software and Hardware Product for Evaluation Testing.

   4.1    For all Products which Distributor has not previously distributed,
               including, but not limited to, new models or software updates
               which differ significantly from previous releases, Supplier shall
               provide fully-functional "NotFor-Resale" ("NFR") software or
               hardware units of the Product(s) for a ninety (90) day evaluation
               testing by Distributor's Technical Support department, as
               follows:

        4.1.1  Evaluation/NFR units of Products shall be sent to Distributor's
               Technical Support operations as follows:

               National Manager, Tech Support          Tech Support Operations
               Merisel, Inc.                           East Coast
               200 Continental Blvd.                   Merisel, Inc.
               El Segundo, CA 90245                    293 Boston Post Road West
                                                       Marlboro, MA 01752

               2 Fully-functional copies of Software   1 Fully-functional copy
               1 unit of each Hardware Product         of Software

   4.2  Supplier must complete and FAX a "Product Tracking Form" to the
        Distributor Product Information Center when any unit of evaluation/NFR
        Product is shipped as set forth in Section 5.1 above. The Product
        Tracking Form is available from Distributor's on-line FAX-back service;
        Supplier may obtain the FAX number for such service from the Product
        Information Center.

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<PAGE>

                                    EXHIBIT C

                           D.A.T.A. Bank Core Program

U.S. Program (U.S. dollars)
Supplier agrees to participate in the D.A.T.A. Bank Program under the following
terms and conditions:

Participation  Details

1. Initial program period: Annual: August 1st - July 31st of each year (the
"Program Period"). Participation starting after August 1st of any year will be
prorated. Merisel will invoice Supplier every three months for the previous
three months through July 31st of each year.

2. If Supplier wishes to discontinue participation in the D.A.T.A. Bank Program,
Supplier must provide a minimum of thirty (30) days written termination
notification before the end of the initial, or any subsequent, Program Period,
to the Director of Marketing for Distributor's "The Information Company" and
Distributor's Contracts Administration Manager. If such notification is not
received within such thirty (30) day period, Supplier's participation in the
D.A.T.A. Bank Program will automatically renew for that year and each year
thereafter unless Supplier provides such thirty (30) day minimum written notice
of its intent to terminate its participation in the D.A.T.A. Bank Program prior
to the end of any Program Period. Merisel has the right to cancel Supplier's
program participation by providing a minimum of thirty (30) days written
cancellation notification to Supplier.

3. Supplier must participate in the D.A.T.A. Bank Core Program in order to
participate in unique, targeted Add-on Marketing Opportunities (a separate
contract will be provided for such Add-on Marketing Opportunities).

4. To ensure the D.A.T.A. Bank database remains current, reports will be
provided to participating Suppliers listing an inventory of library items per
SKU at least every two months.

5. Proof of performance will consist of one copy of SELline (one time only,
updates on-line), one copy of each CD-ROM and a listing of SKUs in the
Literature Fax-back System. By signing this agreement, Supplier waives all
rights to further proof of performance.

6. Suppliers are encouraged to promote their participation in D.A.T.A. Bank with
the use of the SELline and D.A.T.A. Bank logos in their reseller communications.

7. Speed of upload of Supplier Information will depend on quality, volume and
timeliness of information submitted to Merisel by Supplier.

Participation Requirements

Supplier must maintain current information in Merisel libraries at all times by
providing the necessary coding and supporting materials through the ongoing
product set-up process to take full advantage of D.A.T.A. Bank (e.g., Product
Detail is driven by class codes submitted by Supplier during product set-up).

Participation Fees

Participation in D.A.T.A. Bank consolidates the distribution of your information
through Merisel's electronic media: SELline, Salesnet, CD-ROM, and Literature
Fax-back System.

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Annual fees (which include setup and maintenance) will be billed quarterly and
are based on current Merisel Price Book SKU count as of the date of billing
("baseline" SKU count) and up to 50MB of Library information storage space. If
Supplier SKU count is significantly exceeded (defined as 15% above baseline SKU
count), Supplier will be required to upgrade to the next participation level.
Add-on Marketing Opportunities are offered at additional fees.


 Fees:
 Up to 9 SKU's                      $2,200.00
 10 to 15 SKU's                     $5,500.00
 16 to 75 SKU's                     $8,500.00
 76-150 SKU's                       $11,500.00
 151-1000 SKU's                     $16,000.00
 Over 1000 SKU's                    $16,000.00 Plus $5.00/Per SKU


[The D.A.T.A. Bank Program replaces the current On-Line Literature Library
(OLLL). This agreement supersedes any prior agreement or terms for the OLLL
program. By signing this agreement, Supplier authorizes Merisel to transfer
funds remaining in the OLLL to D.A.T.A. Bank Program equivalents.]

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<PAGE>


                                    EXHIBIT D

                              Certificate of Origin


(Document Original To Be Attached)











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