<PAGE>

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                                  SECURITY AGREEMENT

                                        Among

                              The Grantors Named Herein
                                     as Grantors

                                         and
                                  NATIONSBANK, N.A.,
                               as Administrative Lender

                         Dated Effective as of March 27, 1999



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<PAGE>

                               TABLE OF CONTENTS
<TABLE>
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                                                                          Page
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<S>                                                                       <C>
                                   ARTICLE 1

                                     GRANT

Section 1.1     ASSIGNMENT AND GRANT OF SECURITY . . . . . . . . . . . . . . 2
Section 1.2     DESCRIPTION OF OBLIGATIONS . . . . . . . . . . . . . . . . . 3
Section 1.3     GRANTOR REMAINS LIABLE . . . . . . . . . . . . . . . . . . . 3
Section 1.4     DELIVERY OF INSTRUMENTS AND SECURITIES COLLATERAL. . . . . . 3

                                   ARTICLE 2

                        REPRESENTATIONS AND WARRANTIES

Section 2.1     REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 4

                                   ARTICLE 3

                                   COVENANTS

Section 3.1     FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . 5
Section 3.2     PLACE OF PERFECTION; RECORDS; COLLECTION OF RECEIVABLES, 
                CHATTEL PAPER AND INSTRUMENTS. . . . . . . . . . . . . . . . 7
Section 3.3     TRANSFERS AND OTHER LIENS. . . . . . . . . . . . . . . . . . 8
Section 3.4     RIGHTS TO DIVIDENDS AND DISTRIBUTIONS. . . . . . . . . . . . 8
Section 3.5     RIGHT OF THE ADMINISTRATIVE LENDER TO NOTIFY ISSUERS . . . . 8
Section 3.6     THE ADMINISTRATIVE LENDER APPOINTED ATTORNEY-IN-FACT . . . . 8

                                   ARTICLE 4

                RIGHTS AND POWERS OF THE ADMINISTRATIVE LENDER

Section 4.1     THE ADMINISTRATIVE LENDER MAY PERFORM. . . . . . . . . . . . 9
Section 4.2     THE ADMINISTRATIVE LENDER'S DUTIES . . . . . . . . . . . . . 9
Section 4.3     REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . .10
Section 4.4     INDEMNITY AND EXPENSES . . . . . . . . . . . . . . . . . . .12

<PAGE>

                                   ARTICLE 5

                                 MISCELLANEOUS

Section 5.1     CUMULATIVE RIGHTS. . . . . . . . . . . . . . . . . . . . . .12
Section 5.2     MODIFICATIONS; AMENDMENTS; ETC.. . . . . . . . . . . . . . .13
Section 5.3     CONTINUING SECURITY INTEREST . . . . . . . . . . . . . . . .13
Section 5.4     GOVERNING LAW; TERMS . . . . . . . . . . . . . . . . . . . .13
Section 5.5     WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . .13
Section 5.6     THE ADMINISTRATIVE LENDER'S RIGHT TO USE AGENTS. . . . . . .14
Section 5.7     WAIVERS OF RIGHTS INHIBITING ENFORCEMENT . . . . . . . . . .14
Section 5.8     NOTICES AND DELIVERIES . . . . . . . . . . . . . . . . . . .14
Section 5.9     SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . .14
Section 5.10    LOAN DOCUMENT. . . . . . . . . . . . . . . . . . . . . . . .14
Section 5.11    CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. . . . . . . .14
Section 5.12    SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . .14
Section 5.13    OBLIGATIONS NOT AFFECTED . . . . . . . . . . . . . . . . . .15
Section 5.14    COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . .15
Section 5.15    ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . .15
Section 5.16    CONFLICTS. . . . . . . . . . . . . . . . . . . . . . . . . .15
</TABLE>

                                      -ii-

<PAGE>

                                      SCHEDULES:

Schedule 1     Chief Place of Business, Chief Executive Office and Location of
               Books and Records
Schedule 2     Trade Names
Schedule 3     Restricted Accounts
Schedule 4     Securities Collateral




                                      EXHIBITS:

Exhibit A      Instructions for Registration of Pledge of Uncertificated
               Securities Collateral
Exhibit B      Initial Transaction Statement
Exhibit C      Securities Collateral Stop Transfer Letter



                                      -iii-

<PAGE>

                                  SECURITY AGREEMENT

     SECURITY AGREEMENT (this "AGREEMENT"), dated effective as of March 27 
1999, made among each of the signatories party hereto (collectively, the 
"GRANTORS" and each a "GRANTOR"), and NationsBank, N.A., a national banking 
association, in its capacity as Administrative Lender (the "ADMINISTRATIVE 
LENDER") for itself and each lender a party to the Credit Agreement defined 
below (the "LENDERS") and each Lender Affiliate (as defined in the Credit 
Agreement) (each singularly, a "SECURED PARTY", and collectively, the 
"SECURED PARTIES").

                                      BACKGROUND

     (1)  CompUSA Inc., a Delaware corporation (the "BORROWER"), the 
Administrative Lender, the Co-Agents (as defined in the Credit Agreement), 
and the Lenders entered into that certain Second Amended and Restated Credit 
Agreement, dated as of March 12, 1998, as amended by that certain First 
Amendment to Second Amended and Restated Credit Agreement, dated as of June 
16, 1998, and that certain Second Amendment to Second Amended and Restated 
Credit Agreement, dated as of August 31, 1998 (said Second Amended and 
Restated Credit Agreement, as amended, the "CREDIT AGREEMENT").  Capitalized 
terms used herein and not otherwise defined herein shall have the meanings 
given to them in the Credit Agreement.

     (2)  The Borrower, the Administrative Lender, the Co-Agents and the 
Lenders are entering into that certain Third Amendment to Second Amended and 
Restated Credit Agreement, dated as of even date herewith (the "THIRD 
AMENDMENT").

     (3)  It is the intention of the parties hereto that this Agreement 
create a first priority security interest in certain property of the Grantors 
securing the payment of the obligations set forth in SECTION 1.2 hereof, 
subject only to Permitted Liens.

     (4)  It is a condition precedent to the obligation of the Secured 
Parties to enter into the Third Amendment and to, among other things, 
continue to make the Advances, and issue, or participate in the issuance of, 
Letters of Credit under the Credit Agreement that the Grantors shall have 
executed and delivered to the Administrative Lender this Agreement.

                                      AGREEMENT

     NOW, THEREFORE, in consideration of the premises set forth herein and 
for other good and valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, and in order to induce the Secured Parties to 
enter into the Third Amendment and to, among other things, continue to make 
the Advances and issue, or participate in the issuance of, Letters of Credit 
under 

<PAGE>

the Credit Agreement, the Grantors hereby agree with the Administrative 
Lender for its benefit and the ratable benefit of the other Secured Parties, 
as hereinafter set forth.

                                     ARTICLE 1

                                       GRANT

     Section 1.1    ASSIGNMENT AND GRANT OF SECURITY.  Each Grantor hereby 
assigns, pledges, hypothecates and transfers to the Administrative Lender, 
for its benefit and the ratable benefit of the other Secured Parties, and 
hereby grants to the Administrative Lender, for its benefit and the ratable 
benefit of the other Secured Parties, a security interest in, the entire 
right, title and interest of such Grantor, in and to the following assets of 
such Grantor, whether now owned or hereafter acquired ("COLLATERAL"):

     (a)  all accounts, contract rights, chattel paper, documents, 
instruments, deposit accounts, general intangibles, and other obligations of 
any kind owing to such Grantor, now or hereafter existing, in each case 
arising out of or in connection with the sale or lease of goods or the 
rendering of services, and all rights now or hereafter existing in and to all 
security agreements, leases, and other contracts securing or otherwise 
relating to any such accounts, contract rights, chattel paper, documents, 
instruments, deposit accounts, general intangibles or obligations (any and 
all such accounts, contract rights, chattel paper, documents, instruments, 
deposit accounts, general intangibles and obligations being the 
"RECEIVABLES");

     (b)  all right, title and interest of such Grantor in, to and under each 
contract and other agreement relating to the lease, sale or other disposition 
of Collateral;

     (c)  all right, title and interest of such Grantor in and to any equity 
interests of each Subsidiary of the such Grantor, including, without 
limitation, the shares of each class of capital stock in any Person that is a 
corporation, each class of partnership interests in any Person that is a 
partnership, and each class of membership interests in any Person that is a 
limited liability company, together with all dividends, increases, case, 
proceeds, profits, instruments, distributions and other property from time to 
time distributed in respect thereof and any rights to acquire or convertible 
into any such equity interests, whether by purchase, exercise of any type of 
options, warrants, conversion of debt or otherwise; provided, however, 
notwithstanding anything herein to the contrary, the amount of equity 
interests of any direct Foreign Subsidiary pledged by such Grantor hereunder 
shall be limited to 65% of the issued and outstanding equity interests of 
such direct Foreign Subsidiary ("SECURITIES COLLATERAL");

     (d)  all insurance policies and bonds and claims and payments under any 
Collateral; and

     (e)  all accessions to, substitutions for and replacements, proceeds and 
products of any and all of the foregoing Collateral (including, without 
limitation, proceeds which constitute property 

                                       -2-

<PAGE>

of the types described in this SECTION 1.1) and, to the extent not otherwise 
included, all (i) payments under insurance (whether or not the Administrative 
Lender is the loss payee thereof), or any indemnity, warranty or guaranty, 
payable by reason of loss or damage to or otherwise with respect to any of 
the foregoing Collateral and (ii) cash.

     Section 1.2    DESCRIPTION OF OBLIGATIONS.  This Agreement creates an 
enforceable security interest in the Collateral, subject only to Permitted 
Liens, to secure the payment and performance of any and all obligations now 
or hereafter existing of the Grantors under the Credit Agreement and the 
other Loan Documents, including any extensions, modifications, substitutions, 
amendments and renewals thereof, whether for principal, interest, fees, 
premium, expenses, reimbursement obligations, indemnification or otherwise 
(all such obligations of the Grantors being the "OBLIGATIONS").  Without 
limiting the generality of the foregoing, this Agreement secures the payment 
of all amounts which constitute part of the Obligations and would be owed by 
the Grantors to the Administrative Lender or any other Secured Party under 
any Loan Document, but for the fact that they are unenforceable or not 
allowable due to the existence of a bankruptcy, reorganization or similar 
proceeding under any Debtor Relief Law involving any Grantor (including all 
such amounts which would become due or would be secured but for the filing of 
any petition in bankruptcy, or the commencement of any insolvency, 
reorganization or like proceeding of any Grantor under any Debtor Relief 
Law).  With respect to each Grantor other than the Borrower, notwithstanding 
anything herein to the contrary, in any action or proceeding involving any 
state corporate law, or any state or federal bankruptcy, insolvency, 
reorganization or other law affecting the rights of creditors generally if 
the Liens granted by any such Grantor herein shall be held void, invalid or 
unenforceable, or subordinated to the liens or claims of any other creditors, 
on account of the amount of the Obligations secured by such Liens, then, the 
amount of the Obligations secured by such Liens shall, without any action by 
such Grantor, the Administrative Lender, any other Secured Party or any other 
Persons, be automatically limited and reduced to the highest amount that is 
valid and enforceable and not subordinated to the claims of other creditors 
as determined in such action or proceeding.

     Section 1.3    GRANTOR REMAINS LIABLE.  Anything herein to the contrary 
notwithstanding, (a) the Grantors shall remain liable under the contracts and 
agreements included in the Collateral to the extent set forth therein to 
perform all of its duties and obligations thereunder to the same extent as if 
this Agreement had not been executed, (b) the exercise by the Administrative 
Lender of any of the rights hereunder shall not release any Grantor from any 
of its duties or obligations under the contracts and agreements included in 
the Collateral, and (c) neither the Administrative Lender nor any other 
Secured Party shall have any obligation or liability under the contracts and 
agreements included in the Collateral by reason of this Agreement, nor shall 
the Administrative Lender or any other Secured Party be obligated to perform 
any of the obligations or duties of any Grantor thereunder or to take any 
action to collect or enforce any claim for payment assigned hereunder.

     Section 1.4    DELIVERY OF INSTRUMENTS AND SECURITIES COLLATERAL.  All 
certificates or instruments representing or evidencing the Collateral shall 
be delivered to and held by or on behalf of the Administrative Lender 
pursuant hereto and shall be in suitable form for transfer by delivery, 

                                       -3-

<PAGE>

or shall be accompanied by duly executed instruments of transfer or 
assignment in blank, all in form and substance reasonably satisfactory to the 
Administrative Lender.  The Administrative Lender shall have the right, as 
provided in SECTION 3.4, and during the continuance, of an Event of Default, 
but without any requirement for prior written notice to any Grantor, to 
transfer to or to register in the name of the Administrative Lender or any of 
its nominees any or all of the Securities Collateral.  Except as provided in 
SECTION 3.6(C), the Grantors maintain the voting rights in the Securities 
Collateral.

                                     ARTICLE 2

                            REPRESENTATIONS AND WARRANTIES

     Section 2.1    REPRESENTATIONS AND WARRANTIES.  Each Grantor represents 
and warrants to the Administrative Lender and each other Secured Party, with 
respect to itself and the Collateral, as follows:

     (a)  The chief place of business and chief executive office of such 
Grantor and the office where such Grantor keeps all of its records concerning 
the Receivables, are located at the place specified on SCHEDULE 1 hereto. 
Collateral consisting of instruments and chattel paper shall be delivered and 
pledged to the Administrative Lender duly endorsed and accompanied by such 
duly executed instruments of transfer or assignment as are necessary for such 
pledge, to be held as pledged Collateral.

     (b)  Such Grantor is the legal and beneficial owner of the Collateral 
pledged by it free and clear of any Lien, except for Permitted Liens.  No 
effective financing statement or other similar document used to perfect and 
preserve a security interest under the laws of any jurisdiction covering all 
or any part of the Collateral is on file in any recording office, except such 
as may have been filed (i) in favor of the Administrative Lender relating to 
this Agreement and (ii) in respect of other Permitted Liens.  As of the date 
of this Agreement, such Grantor has the trade names set forth on SCHEDULE 2 
(and no others).  Such Grantor (including any corporate or partnership 
predecessor) has not existed or operated under any name other than as stated 
on SCHEDULE 2 since the date one year preceding the date of this Agreement.

     (c)  This Agreement and the pledge of the Collateral pursuant hereto, 
together with the filing of financing statements containing the description 
of the Collateral in the jurisdictions set forth on SCHEDULE 1, which will be 
made immediately following the date of closing, creates a valid and perfected 
first priority security interest in the Collateral in which a security 
interest can be perfected by filing a UCC financing statement, securing the 
payment of the Obligations; PROVIDED that additional actions may be required 
with respect to the perfection of proceeds of the Collateral; and FURTHER 
PROVIDED that the Administrative Lender retains physical possession of any 
Collateral, the possession of which is required for perfection.

                                       -4-

<PAGE>

     (d)  No consent of or registration with any Person is required (i) for 
the pledge by such Grantor of the Collateral pledged by it hereunder, for the 
grant by such Grantor of the security interest granted hereby or for the 
execution, delivery or performance of this Agreement by such Grantor, (ii) 
for the perfection or maintenance of the pledge, assignment and security 
interest created hereby (including the first priority nature (subject to 
Permitted Liens) of such pledge, assignment and security interest as provided 
herein) (except for the filing of financing and continuation statements under 
the UCC) or (iii) for the exercise by the Administrative Lender of the rights 
provided for in this Agreement (except as otherwise required by law, 
including pursuant to SECTION 4.3 of this Agreement), except, in each case, 
for such Necessary Authorizations that already have been obtained by such 
Grantor.

     (e)  None of the Securities Collateral is subject to any unpaid capital 
call or dispute, any buy-sell, voting trust, transfer restriction, 
preferential right to purchase or similar agreement or any option, warrant, 
put or call or similar agreement or other rights or restrictions in favor of 
third Persons. All of the Securities Collateral are duly authorized, validly 
issued and non-assessable and were not issued in violation of the rights of 
any Person.  No Securities Collateral obligates such Grantor to make any 
additional capital contributions with respect thereto.  SCHEDULE 4 accurately 
describes, as of the date of this Agreement, the Securities Collateral owned 
by such Grantor, the issuer, the percentage owned by such Grantor, the nature 
of equity interest owned, and, if applicable, the number and type of shares 
of capital stock owned.

                                     ARTICLE 3
                                          
                                      COVENANTS

     Section 3.1    FURTHER ASSURANCES.

     (a)  Each Grantor agrees that from time to time, at the expense of such 
Grantor, such Grantor will promptly execute and deliver all further 
instruments and documents (including supplements to all schedules), and take 
all further action, that may be necessary, and that the Administrative Lender 
may reasonably request, in order to perfect and protect any pledge, 
assignment or security interest granted or purported to be granted hereby, 
and the priority thereof, or to enable the Administrative Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral. 
Without limiting the generality of the foregoing, such Grantor will:  (i) 
mark conspicuously each chattel paper included in Receivables, and each of 
its records pertaining to the Collateral with the following legend:

     THIS INSTRUMENT IS SUBJECT TO A SECURITY INTEREST AND LIEN PURSUANT TO
     A SECURITY AGREEMENT DATED EFFECTIVE AS OF MARCH 27, 1999 (AS THE SAME
     HAS BEEN AND MAY HEREAFTER BE AMENDED, MODIFIED OR RESTATED) MADE BY
     GRANTOR IN FAVOR 

                                       -5-

<PAGE>

     OF NATIONSBANK, N.A., AS ADMINISTRATIVE LENDER FOR THE BENEFIT OF THE 
     SECURED PARTIES NAMED THEREIN.

or such other legend, in form and substance reasonably satisfactory to and as 
specified by the Administrative Lender, indicating that such chattel paper or 
Collateral is subject to the pledge, assignment and security interest granted 
hereby; (ii) if any Collateral shall be evidenced by an instrument, deliver 
and pledge to the Administrative Lender hereunder each such Instrument duly 
indorsed and accompanied by duly executed instruments of transfer or 
assignment, all in form and substance reasonably satisfactory to the 
Administrative Lender; (iii) if any Collateral shall be evidenced by chattel 
paper, during the continuance of an Event of Default (provided that any 
Advances or Letters of Credit are outstanding), deliver to the Administrative 
Lender such chattel paper duly endorsed and accompanied by duly executed 
instrument of transfer or assignment, all in form and substance reasonably 
satisfactory to the Administrative Lender; and (iv) execute and file such 
financing or continuation statements, or amendments thereto, and such other 
registrations, instruments or notices, as may be necessary, or as the 
Administrative Lender may reasonably request, in order to perfect and 
preserve the pledge, assignment and security interest granted or purported to 
be granted hereby.

     (b)  In addition to such other information as shall be specifically 
provided for herein, the Grantors will furnish to the Administrative Lender 
upon the written request of the Administrative Lender statements and 
schedules further identifying and describing the Collateral and such other 
lists, documents, reports, and product, service and sales documents in 
connection with the Collateral as the Administrative Lender may reasonably 
request, all in reasonable detail.  Subject to the confidentiality provisions 
of the Credit Agreement, in connection with its enforcement of the security 
interest, the Administrative Lender may use such information or transfer it 
to any Assignee permitted under the Credit Agreement for such Assignee's use.

     (c)  Each Grantor hereby authorizes the Administrative Lender to file 
one or more continuation statements and during the continuance of an Event of 
Default, financing statements, relating to all or any part of the Collateral 
without the signature of such Grantor where permitted by Applicable Law.  A 
photocopy or other reproduction of this Agreement or any financing statement 
covering the Collateral or any part thereof shall be sufficient as a 
financing statement where permitted by Applicable Law.

     (d)  If any Securities Collateral are "uncertificated securities" within 
the meaning of the UCC or are otherwise not evidenced by any stock 
certificate or similar certificate or instrument, such Grantor agrees to 
promptly notify the Administrative Lender and take all actions required to 
perfect the security interest of the Administrative Lender under Applicable 
Law, including, as applicable, under Article 8 or 9 of the UCC, and, without 
limitation of the foregoing, prior to or concurrently with the pledge 
hereunder of any Securities Collateral to which this section applies, (i) 
where deemed applicable by the Administrative Lender, deliver to the relevant 
corporation, partnership, limited liability company, joint venture or other 
Person a fully completed and duly executed letter in the form of EXHIBIT A 
hereto, and use commercially reasonable efforts to obtain from such 

                                       -6-

<PAGE>

corporation, partnership, limited liability company, joint venture or other 
Person, and deliver to the Administrative Lender, promptly upon registration 
of such pledge on the books of the issuer, a fully completed and duly 
executed letter in the form of EXHIBIT B hereto, and (ii) where deemed 
applicable by the Administrative Lender, deliver to the Administrative Lender 
a fully completed and duly executed "Securities Collateral Stop Transfer 
Letter" in the form of EXHIBIT C hereto.

     Section 3.2  PLACE OF PERFECTION; RECORDS; COLLECTION OF RECEIVABLES, 
CHATTEL PAPER AND INSTRUMENTS.

     (a)  Each Grantor shall keep its chief place of business and chief 
executive office and the office where it keeps its records concerning the 
Receivables, and the originals of all chattel paper and instruments, at the 
location therefor specified in SECTION 2.1(A), in each case which may be 
changed upon written notice to the Administrative Lender at least 30 days 
prior to such change.

     (b)  Except as otherwise provided in this SECTION 3.2(B), each Grantor 
shall continue to collect, at its own expense, all amounts due or to become 
due such Grantor under the Receivables.  In connection with such collections, 
such Grantor may take (and, during the continuance of an Event of Default at 
the Administrative Lender's direction, shall take) such action as such 
Grantor or, during the continuance of an Event of Default, the Administrative 
Lender, may deem reasonably necessary to enforce collection of the 
Receivables; PROVIDED, HOWEVER, that the Administrative Lender shall have the 
right (during the continuance of an Event of Default and provided that any 
Advances or Letters of Credit are outstanding) to notify the account debtors 
or obligors under any Receivables of the assignment of such Receivables to 
the Administrative Lender and to direct such account debtors or obligors to 
make payment of all amounts due or to become due to such Grantor thereunder 
directly to the Administrative Lender and, upon such notification at the 
expense of such Grantor, to enforce collection of any such Receivables, and 
to adjust, settle or compromise the amount or payment thereof, in the same 
manner and to the same extent as such Grantor might have done or as the 
Administrative Lender deems reasonably necessary.  During the continuance of 
an Event of Default (provided that any Advances or Letters of Credit are 
outstanding), all amounts and proceeds (including Instruments) received by 
such Grantor in respect of the Receivables shall be received in trust for the 
benefit of the Administrative Lender hereunder, shall be segregated from 
other funds of such Grantor and, after receipt of written notice from the 
Administrative Lender, shall be forthwith paid over to the Administrative 
Lender in the same form as so received (with any necessary indorsement).  
During the continuation of an Event of Default (provided that any Advances or 
Letters of Credit are outstanding), such Grantor shall not adjust, settle or 
compromise the amount or payment of any Receivable, release wholly or partly 
any account debtor or obligor thereof, or allow any credit or discount 
thereon, in each case, other than those made in the ordinary course of 
business.  To the extent that the Administrative Lender has notified any 
account debtor or obligor under any Receivables of an Event of Default and 
such Event of Default is cured or otherwise waived, the Administrative Lender 
shall promptly notify such account holder or obligor of such fact.

                                       -7-

<PAGE>

     Section 3.3    TRANSFERS AND OTHER LIENS.  No Grantor shall (a) sell, 
assign (by operation of Applicable Law or otherwise) or otherwise dispose of, 
or grant any option with respect to, any of the Collateral, except as 
permitted under the Credit Agreement, or (b) create or permit to exist any 
Lien upon any of the Collateral, except Permitted Liens.

     Section 3.4    RIGHTS TO DIVIDENDS AND DISTRIBUTIONS.  With respect to 
any Securities Collateral, the Administrative Lender shall have authority 
during the continuance of an Event of Default, either to have the same 
registered in the Administrative Lender's name or in the name of a nominee.  
If any Grantor shall become entitled to receive or shall receive any 
certificate (including, without limitation, any certificate in connection 
with any reclassification, increase, reduction of capital, or 
reorganization), or any option or rights arising from or relating to any of 
the Collateral that is evidenced by a certificate or other instrument or 
security, whether as an addition to, in substitution of, as a conversion of, 
or in exchange for any of the Collateral, or otherwise, such Grantor agrees 
to accept the same as the Administrative Lender's agent and to hold the same 
in trust on behalf of and for the benefit of the Administrative Lender, and, 
after receipt of written notice from the Administrative Lender, to deliver 
the same immediately to the Administrative Lender in the exact form received, 
with appropriate undated stock or similar powers, duly executed in blank, to 
be held by the Administrative Lender, subject to the terms hereof, as 
Collateral.  Unless an Event of Default is in existence, such Grantor shall 
be entitled to receive all cash Dividends paid in respect of any of the 
Collateral. During the continuance of an Event of Default (provided that any 
Advances or Letters of Credit are outstanding), the Administrative Lender 
shall be entitled to all Dividends, and to any sums paid upon or in respect 
of any Collateral, and to any additional securities issued in respect of the 
Securities Collateral, upon the liquidation, dissolution, or reorganization 
of the issuer thereof, all of which shall be paid to the Administrative 
Lender to be held by it as additional Collateral.

     Section 3.5    RIGHT OF THE ADMINISTRATIVE LENDER TO NOTIFY ISSUERS.  At 
any time during the continuance of an Event of Default (provided that any 
Advances or Letters of Credit are outstanding), the Administrative Lender may 
notify issuers of the Securities Collateral to make payments of all Dividends 
directly to the Administrative Lender and the Administrative Lender may take 
control of all proceeds of any Securities Collateral.  To the extent that the 
Administrative Lender has notified any issuer of Securities Collateral of an 
Event of Default and such Event of Default is cured or otherwise waived, the 
Administrative Lender shall promptly notify such issuer of such fact.

     Section 3.6    THE ADMINISTRATIVE LENDER APPOINTED ATTORNEY-IN-FACT.  
Each Grantor hereby irrevocably appoints the Administrative Lender such 
Grantor's attorney-in-fact (exercisable during the continuance of an Event of 
Default), with full authority in the place and stead of such Grantor and in 
the name of such Grantor or otherwise to take any action and to execute any 
instrument (in accordance with this Agreement, including without limitation, 
SECTION 4.2 hereof) which the Administrative Lender may deem reasonably 
necessary to accomplish the purposes of this Agreement, including, without 
limitation:


                                       -8-
<PAGE>

     (a)  to ask for, demand, collect, sue for, recover, compromise, receive 
and give acquittance and receipts for moneys due or to become due under or in 
connection with the Collateral,

     (b)  to receive, indorse, and collect any drafts or other instruments, 
documents and chattel paper in connection with clause (a) above, and

     (c)  to file any claims or take any action or institute any proceedings 
which the Administrative Lender may deem reasonably necessary for the 
collection of any of the Collateral or otherwise to enforce compliance with 
the terms and conditions of any Collateral or the rights of the 
Administrative Lender with respect to any of the Collateral.  EACH GRANTOR 
HEREBY IRREVOCABLY GRANTS TO THE ADMINISTRATIVE LENDER SUCH GRANTOR'S PROXY 
(EXERCISABLE DURING THE CONTINUANCE OF AN EVENT OF DEFAULT) TO VOTE ANY 
SECURITIES COLLATERAL AND APPOINTS THE ADMINISTRATIVE LENDER SUCH GRANTOR'S 
ATTORNEY-IN-FACT (EXERCISABLE DURING THE CONTINUANCE OF AN EVENT OF DEFAULT) 
TO PERFORM ALL OBLIGATIONS OF SUCH GRANTOR UNDER THIS AGREEMENT.  THE PROXY 
AND EACH POWER OF ATTORNEY HEREIN GRANTED ARE COUPLED WITH AN INTEREST AND 
ARE IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THE OBLIGATIONS.

     This appointment as attorney-in-fact and this proxy shall terminate upon 
the termination of this Agreement pursuant to SECTION 5.3 hereof.

                                     ARTICLE 4
                                          
                    RIGHTS AND POWERS OF THE ADMINISTRATIVE LENDER

     Section 4.1    THE ADMINISTRATIVE LENDER MAY PERFORM.  If any Grantor 
fails to perform any agreement contained herein, the Administrative Lender 
may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Administrative Lender incurred in connection 
therewith shall be payable by such Grantor under SECTION 4.4.

     Section 4.2    THE ADMINISTRATIVE LENDER'S DUTIES.  The powers conferred 
on the Administrative Lender hereunder are solely to protect its interest in 
the Collateral and shall not impose any duty upon it to exercise any such 
powers. Except for the duty to exercise reasonable care in respect of any 
Collateral in its possession and the accounting for moneys actually received 
by it hereunder, the Administrative Lender shall have no duty as to any 
Collateral, as to ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Collateral, whether or not the Administrative Lender has or is deemed to have 
knowledge of such matters, or as to the taking of any necessary steps to 
preserve rights against prior parties.  The Administrative Lender shall be 
deemed to have exercised reasonable care in the custody and preservation of 
any Collateral in its possession if such Collateral is accorded treatment 
substantially equal to that which the Administrative Lender accords its own 
property.  Except as 

                                       -9-

<PAGE>

provided in this SECTION 4.2 and except to the extent of any gross negligence 
or willful misconduct of the Administrative Lender or the other Secured 
Parties, the Administrative Lender shall not have any duty or liability to 
protect or preserve any Collateral or to preserve rights pertaining thereto.  
Nothing contained in this Agreement shall be construed as requiring or 
obligating the Administrative Lender, and the Administrative Lender shall not 
be required or obligated, to (i) present or file any claim or notice or take 
any action, with respect to any Collateral or in connection therewith or (ii) 
notify any Grantor of any decline in the value of any Collateral.

     Section 4.3    REMEDIES.  If any Event of Default shall have occurred 
and be continuing (provided that any Advances or Letters of Credit are 
outstanding):

     (a)  The Administrative Lender may exercise in respect of the 
Collateral, in addition to other rights and remedies provided for herein or 
otherwise available to it, all the rights and remedies of a secured party on 
default under the Uniform Commercial Code in effect in the State of Texas at 
that time (the "UCC") (whether or not the UCC applies to the affected 
Collateral), and also may (i) require any Grantor to, and each Grantor hereby 
agrees that it will at its expense and upon request of the Administrative 
Lender forthwith, assemble all or part of the Collateral which is capable of 
being assembled as directed by the Administrative Lender and make it 
available to the Administrative Lender at a place to be designated by the 
Administrative Lender which is reasonably convenient to both parties or (ii) 
without notice, except as specified below, sell the Collateral or any portion 
thereof in one or more parcels at public or private sale, at any of the 
Administrative Lender's offices or elsewhere, for cash, on credit or for 
future delivery, and upon such other terms as the Administrative Lender may 
reasonably deem commercially reasonable.  Each Grantor agrees that, to the 
extent notice of sale shall be required by Applicable Law, ten days' written 
notice to such Grantor of the time and place of any public sale or the time 
after which any private sale is to be made shall constitute reasonable 
notification, provided that ten days' written notice does not violate any 
Applicable Law.  The Administrative Lender shall not be obligated to make any 
sale of Collateral regardless of notice of sale having been given.  The 
Administrative Lender may adjourn any public or private sale from time to 
time by announcement at the time and place fixed therefor, and such sale may, 
without further notice, be made at the time and place to which it was so 
adjourned.

     (b)  All cash proceeds received by the Administrative Lender upon any 
sale of, collection of, or other realization upon, all or any part of the 
Collateral shall be applied as follows:

     FIRST:  To the payment of all reasonable out-of-pocket costs and expenses
     incurred in connection with the sale of, collection of or other realization
     upon Collateral, including reasonable attorneys' fees and disbursements;

     SECOND:  To the payment of the Obligations to be distributed pro rata to
     each Secured Party based on the percentage that the Obligations owed to
     each Secured Party bears to the aggregate outstanding Obligations owed to
     all Secured Parties (with such Grantor remaining liable for any
     deficiency); and

                                       -10-

<PAGE>

     THIRD:  To the extent of the balance (if any) of such proceeds, to the
     payment to such Grantor or other Person legally entitled thereto.

     (c)  All payments received by such Grantor under or in connection with 
any Collateral shall be received in trust for the benefit of the 
Administrative Lender, shall be segregated from other funds of such Grantor 
and, after receipt of written notice from the Administrative Lender, shall be 
forthwith paid over to the Administrative Lender in the same form as so 
received (with any necessary indorsement).

     (d)  Because of the Securities Act of 1933, as amended ("SECURITIES 
ACT"), and other Applicable Laws, including without limitation state "blue 
sky" laws, or contractual restrictions or agreements, there may be legal 
restrictions or limitations affecting the Administrative Lender in any 
attempts to dispose of the Collateral and the enforcement of its rights 
hereunder.  For these reasons, the Administrative Lender is hereby authorized 
by each Grantor, but not obligated, during the continuance of any Event of 
Default, to sell or otherwise dispose of any of the Collateral at private 
sale, subject to an investment letter, or in any other manner which will not 
require the Collateral, or any part thereof, to be registered in accordance 
with the Securities Act, or the rules and regulations promulgated thereunder, 
or any other Applicable Law.  Each Grantor clearly understands that the 
Administrative Lender may in its discretion approach a restricted number of 
potential purchasers and that a sale under such circumstances may yield a 
lower price for the Collateral than would otherwise be obtainable if same 
were registered and sold in the open market.  No sale so made in good faith 
by the Administrative Lender shall be deemed to be not "commercially 
reasonable" because so made.  Each Grantor agrees that in the event the 
Administrative Lender shall, during the continuance of an Event of Default, 
sell the Collateral or any portion thereof at any private sale or sales, the 
Administrative Lender shall have the right to rely upon the advice and 
opinion of independent appraisers and other Persons, which appraisers and 
other Persons are acceptable to the Administrative Lender, as to the best 
price reasonably obtainable upon such a private sale thereof.

     (e)  If the Administrative Lender shall determine to exercise its right 
to sell any or all of the Collateral, and if in the opinion of counsel for 
the Administrative Lender it is necessary, or if in the opinion of the 
Administrative Lender it is advisable, to have the Collateral or that portion 
thereof to be sold, registered under the provisions of the Securities Act, 
each Grantor (subject to any restrictions in any agreements with 
non-Affiliates of such Grantor regarding the registration thereof) will use 
commercially reasonable efforts to cause the issuers of the Collateral 
contemplated to be sold to execute and deliver, and cause the directors and 
officers of each thereof to execute and deliver, all at such Grantor's 
reasonable expense, all such instruments and documents, and to do or cause to 
be done all such other acts and things, as may be necessary or, in the 
opinion of the Administrative Lender, advisable to register the Collateral or 
that portion thereof to be sold, under the provisions of the Securities Act 
and to cause the registration statement relating thereto to become effective 
and to remain effective for a period of one year from the date of the first 
public offering of the Collateral or that portion thereof to be sold, and to 
make all amendments thereto and/or to the related prospectus which, in the 
opinion of the Administrative Lender, are reasonably necessary, all in 
conformity with the requirements of the Securities Act.  Each Grantor shall 
use commercially 

                                       -11-

<PAGE>

reasonable efforts to cause each issuer of Collateral to comply with the 
provisions of the securities or "blue sky" laws of any jurisdiction which the 
Administrative Lender shall designate and to cause each issuer to make 
available to its security holders, as soon as practicable, an earnings 
statement which will satisfy the provisions of the Securities Act and 
applicable "blue sky" laws.

     (f)  (i)   Each Grantor will maintain the accounts listed as restricted and
     blocked accounts on SCHEDULE 3 (the "RESTRICTED ACCOUNTS") with the
     Administrative Lender, in the name of such Grantor, but such Restricted
     Accounts shall be under the sole control and dominion of the Administrative
     Lender.

          (ii)  It shall be a term and condition of each Restricted Account,
     notwithstanding any term or condition to the contrary in any other
     agreement relating to such Restricted Account (other than the Credit
     Agreement), that no amount (including interest and other proceeds of the
     cash and other property in the Restricted Account) shall be paid or
     released to or for the account of, or withdrawn by or for the account of,
     such Grantor or any other Person from such Restricted Account.

          (iii) At the request of the Administrative Lender, such Grantor will
     promptly instruct each account debtor in respect of Receivables arising
     from  any sale of Inventory in the ordinary course of business to make
     payment to the Restricted Accounts.

Each Grantor understands and acknowledges that the Administrative Lender may 
and permits the Administrative Lender to remove amounts from the Restricted 
Accounts from time to time and use the amounts to reduce the Obligations.

     Section 4.4    INDEMNITY AND EXPENSES.  THE GRANTORS JOINTLY AND 
SEVERALLY AGREE TO INDEMNIFY THE ADMINISTRATIVE LENDER AND EACH OTHER SECURED 
PARTY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES (INCLUDING 
REASONABLE ATTORNEYS' FEES) ARISING OR RESULTING FROM THIS AGREEMENT 
(INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OF THIS AGREEMENT), TO THE EXTENT 
THE BORROWER IS REQUIRED TO DO SO UNDER SECTION 5.10 OF THE CREDIT AGREEMENT.

                                     ARTICLE 5
                                          
                                    MISCELLANEOUS

     Section 5.1    CUMULATIVE RIGHTS.  All rights of the Administrative 
Lender and each other Secured Party under the Loan Documents are cumulative 
of each other and of every other right which the Administrative Lender and 
each other Secured Party may otherwise have at law or in equity or under any 
other contract or other writing for the enforcement of the security interest 
herein 

                                       -12-

<PAGE>

or the collection of the Obligations.  The exercise of one or more rights 
shall not prejudice or impair the concurrent or subsequent exercise of other 
rights.

     Section 5.2    MODIFICATIONS; AMENDMENTS; ETC.  No amendment or waiver 
of any provision of this Agreement, and no consent to any departure by any 
Grantor here from, shall in any event be effective unless the same shall be 
in writing and signed by the Administrative Lender (and such Grantor, in case 
of amendment), and then such waiver or consent shall be effective only in the 
specific instance and for the specific purpose for which given.

     Section 5.3    CONTINUING SECURITY INTEREST.  This Agreement shall 
create a continuing security interest in the Collateral and shall (a) remain 
in full force and effect until the Release Date (except to the extent that 
the release of any Collateral is otherwise permitted pursuant to the terms of 
the Loan Documents), (b) be binding upon each Grantor, its successors and 
assigns, and (c) inure to the benefit of, and be enforceable by, the 
Administrative Lender and its successors, transferee and assigns.  Upon any 
such termination, the Administrative Lender will, at such Grantor's expense, 
execute and deliver to such Grantor such documents as such Grantor shall 
reasonably request to evidence such termination.  Each Grantor agrees that to 
the extent that the Administrative Lender or any other Secured Party receives 
any payment or benefit and such payment or benefit, or any part thereof, is 
subsequently invalidated, declared to be fraudulent or preferential, set 
aside or is required to be repaid to a trustee, receiver, or any other party 
under any Debtor Relief Law, then to the extent of such payment or benefit, 
the Obligations or part thereof intended to be satisfied shall be revived and 
continued in full force and effect as if such payment or benefit had not been 
made and, further, any such repayment by the Administrative Lender or any 
other Secured Party, to the extent that the Administrative Lender or any 
other Secured Party did not directly receive a corresponding cash payment, 
shall be added to and be additional Obligations payable upon demand by the 
Administrative Lender or any other Secured Party and secured hereby, and, if 
the lien and security interest hereof shall have been released, such lien and 
security interest shall be reinstated with the same effect and priority as on 
the date of execution hereof all as if no release of such lien or security 
interest had ever occurred, to the extent not prohibited by Applicable Law.

     Section 5.4    GOVERNING LAW; TERMS.  THIS AGREEMENT SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT 
REGARD TO PRINCIPLES OF CONFLICTS OF LAW) AND THE APPLICABLE FEDERAL LAWS OF 
THE UNITED STATES OF AMERICA, EXCEPT TO THE EXTENT THAT THE VALIDITY OR 
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A 
JURISDICTION OTHER THAN THE STATE OF TEXAS.

     Section 5.5    WAIVER OF JURY TRIAL.  THE ADMINISTRATIVE LENDER, THE 
SECURED PARTIES AND EACH GRANTOR HEREBY WAIVE, TO THE MAXIMUM EXTENT 
PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL 
PROCEEDINGS INVOLVING, DIRECTLY OR INDIRECTLY, ANY 

                                       -13-

<PAGE>

MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR 
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 5.6    THE ADMINISTRATIVE LENDER'S RIGHT TO USE AGENTS.  The 
Administrative Lender may exercise its rights under this Agreement through an 
agent or other designee.

     Section 5.7    WAIVERS OF RIGHTS INHIBITING ENFORCEMENT.  To the extent 
not prohibited by Applicable Law, each Grantor waives all rights of 
redemption, appraisal, valuation or to the marshaling of assets.

     Section 5.8    NOTICES AND DELIVERIES.  All notices and other 
communications provided for hereunder shall be effectuated in the manner 
provided for in SECTION 11.1 of the Credit Agreement, and to the extent that 
a notice or communication is sent to a Grantor other than the Borrower, said 
notice shall be addressed to such Grantor, in care of the Borrower.

     Section 5.9    SUCCESSORS AND ASSIGNS.  All of the provisions of this 
Agreement shall be binding and inure to the benefit of the parties hereto and 
their respective successors and permitted assigns; PROVIDED, HOWEVER, no 
Grantor may assign its liabilities and obligations under this Agreement 
without the prior written consent of all Secured Parties.

     Section 5.10   LOAN DOCUMENT.  This Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise 
expressly indicated herein) be construed, administered and applied in 
accordance with the terms and provisions thereof.

     Section 5.11   CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES.

     (a)  Each Grantor and the Administrative Lender each hereby irrevocably 
submits to the non-exclusive jurisdiction of any United States Federal or 
Texas State courts sitting in Dallas, Texas in any action or proceeding 
arising out of or relating to this Agreement, and each Grantor and the 
Administrative Lender each hereby irrevocably waives any objection it may now 
or hereafter have as to the venue of any such suit, action or proceeding 
brought in such court or that such court is an inconvenient forum.

     (b)  Nothing in this section shall limit the right of any Grantor, the 
Administrative Lender or any other Secured Party to bring any action or 
proceeding against any other party or its property in the courts of any other 
jurisdictions.

     Section 5.12   SEVERABILITY.  Any provision of this Agreement which is 
for any reason prohibited or found or held invalid or unenforceable by any 
court or governmental agency shall be ineffective to the extent of such 
prohibition or invalidity or unenforceability, without invalidating the 
remaining provisions hereof in such jurisdiction or affecting the validity or 
enforceability of such provision in any other jurisdiction.

                                       -14-

<PAGE>

     Section 5.13   OBLIGATIONS NOT AFFECTED.  To the fullest extent 
permitted by Applicable Law, the obligations of each Grantor under this 
Agreement shall remain in full force and effect without regard to, and shall 
not be impaired or affected by:

     (a)  any amendment, modification, addition or supplement to any other 
Loan Document, any instrument delivered in connection therewith, or any 
assignment or transfer thereof;

     (b)  any exercise, non-exercise, or waiver by the Administrative Lender 
or any other Secured Party of any right, remedy, power or privilege under or 
in respect of, or any release of any guaranty, any collateral or the 
Collateral or any part thereof provided pursuant to, this Agreement or any 
other Loan Document;

     (c)  any waiver, consent, extension, indulgence or other action or 
inaction in respect of this Agreement or any other Loan Document or any 
assignment or transfer of any thereof; or

     (d)  any bankruptcy, insolvency, reorganization, arrangement, 
readjustment, composition, liquidation or the like of such Grantor or any 
other Person, whether or not such Grantor shall have notice or knowledge of 
any of the foregoing.

     Section 5.14   COUNTERPARTS.  This Agreement may be executed in any 
number of counterparts, each of which when so executed and delivered shall be 
deemed an original, but all such counterparts together shall constitute but 
one and the same instrument.

     Section 5.15   ENTIRE AGREEMENT.  THIS WRITTEN AGREEMENT, TOGETHER WITH 
THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES 
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR 
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL 
AGREEMENTS AMONG THE PARTIES.

     Section 5.16   CONFLICTS.  In the event of a conflict between the terms 
and conditions of this Agreement and the terms and conditions of the Credit 
Agreement, the terms and conditions of the Credit Agreement shall control.

===============================================================================
                      REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
===============================================================================

                                       -15-

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly 
executed and delivered by their respective duly authorized officers as of the 
date first above written.

                                       GRANTORS:

                                       COMPUSA INC.


                                       By:  s/James E. Skinner
                                            -----------------------------------
                                            James E. Skinner
                                            Executive Vice President


                                       COMPUSA HOLDINGS II INC.


                                       By:  s/James E. Skinner
                                            -----------------------------------
                                            James E. Skinner
                                            Executive Vice President


                                       COMPUSA HOLDINGS I INC.


                                       By:  s/James E. Skinner
                                            -----------------------------------
                                            James E. Skinner
                                            Executive Vice President


                                       COMPTEAM INC.


                                       By:  s/James E. Skinner
                                            -----------------------------------
                                            James E. Skinner
                                            Executive Vice President

                                       -16-
<PAGE>

                                       COMPUSA MANAGEMENT COMPANY


                                       By:  s/James E. Skinner
                                            -----------------------------------
                                            James E. Skinner
                                            Executive Vice President


                                       COMPUSA STORES L.P.

                                       By:  COMPUSA INC., its general partner


                                       By:  s/James E. Skinner
                                            -----------------------------------
                                            James E. Skinner
                                            Executive Vice President


                                       COMPUSA HOLDINGS COMPANY


                                       By:  s/James E. Skinner
                                            -----------------------------------
                                            James E. Skinner
                                            Executive Vice President


                                       COMPUTER CITY, INC.


                                       By:  s/James E. Skinner
                                            -----------------------------------
                                            James E. Skinner
                                            Executive Vice President

                                       -17-
<PAGE>

                                       ADMINISTRATIVE LENDER:

                                       NATIONSBANK, N.A.


                                       By:  s/Kimberley A. Knop
                                            -----------------------------------
                                            Kimberley A. Knop
                                            Vice President


                                       -18-

<PAGE>
                                       
                                   Schedule 1

               Chief Place of Business, Chief Executive Office and
                          Location of Books and Records


The Chief Place of Business, Chief Executive Office and the Location of Books 
and Records for each Grantor is:

   14951 North Dallas Parkway
   Dallas, Texas 75240



<PAGE>
                                       
                                   Schedule 2

                                  Trade Names


CompUSA Inc.
   (1) CompUSA Direct, (2) CompUSA PC

Computer City, Inc.
   (1) CompUSA, (2) US Logic

CompUSA Stores L.P.
   CompUSA

<PAGE>
                                       
                                   Schedule 3

                              Restricted Accounts


                                     NONE.

<PAGE>
                                       
                                   Schedule 4

                             Securities Collateral


Corporate and Business Trust Securities Pledged:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
           ISSUER           NUMBER OF SHARES       HOLDER        CERTIFICATE NUMBER
           ------           ----------------       ------        ------------------
-----------------------------------------------------------------------------------
<S>                         <C>                 <C>              <C>
CompUSA Holdings II Inc.         1,000          CompUSA Inc.            001
-----------------------------------------------------------------------------------
CompUSA Holdings I Inc.          1,000          CompUSA Inc.            001
-----------------------------------------------------------------------------------
   CompTeam Inc.                 1,000          CompUSA Inc.            001
-----------------------------------------------------------------------------------
CompUSA Management
Company                          1,000          CompUSA Inc.            A1
-----------------------------------------------------------------------------------
CompUSA Holdings Company         1,000          CompUSA Inc.             1
-----------------------------------------------------------------------------------
Computer City, Inc.              1,000          CompUSA Inc.           CS-1
-----------------------------------------------------------------------------------
CompUSA Net.com Inc.               100          CompUSA Inc.           CS-2
-----------------------------------------------------------------------------------
</TABLE>



Partnership Interests Pledged:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
       NAME                  PERCENTAGE OWNERSHIP                   OWNER
       ----                  --------------------                   -----
-----------------------------------------------------------------------------------
<S>                      <C>                               <C>
CompUSA Stores L.P.       1% general partner interest            CompUSA Inc.
-----------------------------------------------------------------------------------
CompUSA Stores L.P.      99% limited partner interest      CompUSA Holdings Company
-----------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                      EXHIBIT A

                       INSTRUCTIONS FOR REGISTRATION OF PLEDGE
                                          OF
                              UNCERTIFICATED SECURITIES


Date:     ___________________



To:  [NAME OF CORPORATION, PARTNERSHIP, JOINT VENTURE OR OTHER PERSON]

     You are hereby instructed to register the pledge of the following 
uncertificated securities to NationsBank, N.A., as Administrative Lender:

     (a)        A [insert written percentage of interest] (_____%) [insert
description of interest, e.g. General Partnership Interest];

     (b)        [insert similar description of any other interests].

     This being all of the interest of [INSERT NAME OF PLEDGOR] in 
[name of corporation, partnership, joint venture or other Person].

                                       Very truly yours,

                                       [GRANTOR]



                                       By:
                                          ------------------------------------
                                          Name:
                                               -------------------------------
                                          Title:
                                                ------------------------------

<PAGE>

                                      EXHIBIT B

                            INITIAL TRANSACTION STATEMENT


Date: _______________

To:   CompUSA Inc.
      NationsBank, N.A., as Administrative Lender

      This is to advise you that a pledge to NationsBank, N.A., as 
Administrative Lender, of the following uncertificated securities owned by 
[INSERT NAME OF PLEDGOR], a [______________] corporation has been registered 
on the books of [name of corporation, partnership, joint venture or other 
Person]:

     (c)        A [insert written percentage of interest] (_____%) 
[insert description of interest, e.g. General Partnership Interest];

     (d)        [insert similar description of any other interests].

     This being all of the interest of [INSERT NAME OF PLEDGOR] in, as shown 
on books and records of, [name of corporation, partnership, joint venture or
other Person].

     There are no liens or restrictions of the undersigned, nor any adverse 
claims, in each case registered on the books of the undersigned, to which the 
interests described hereinabove are subject.

     The pledge referred to above was registered on ______________, _____.

     THIS STATEMENT IS MERELY A RECORD OF THE REGISTRATION OF THE PLEDGE OF 
THE ADDRESSEES AS OF THE TIME OF THE ISSUANCE HEREOF.  DELIVERY OF THIS 
STATEMENT, IN ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT.  THIS STATEMENT IS 
NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY.

                               Very truly yours,

                               [NAME OF CORPORATION, PARTNERSHIP, JOINT VENTURE
                               OR OTHER PERSON]

                               [By:___________________________________________]



                               By:
                                   ------------------------------------
                                   Name:
                                        -------------------------------
                                   Title:
                                         ------------------------------

<PAGE>

                                      EXHIBIT C


                                   __________, 1999


--------------------------
--------------------------
--------------------------

Ladies and Gentlemen:

     This is to advise you that CompUSA Inc., a ____________ corporation 
("PLEDGOR"), has granted to NationsBank, N.A., as Administrative Lender 
("ADMINISTRATIVE LENDER") a security interest in [DESCRIBE AMOUNT AND 
DESCRIPTION OF INTEREST, E.G. SHARES OF THE COMMON CAPITAL STOCK] 
of _____________________________________________________ (the "COMPANY"),
and all other [REPEAT DESCRIPTION OF INTEREST] of the Company now owned as 
well as hereafter acquired by Pledgor (together with any distributions, 
interests, stock, liquidating dividends, stock dividends, preemptive rights, 
dividends paid in cash or securities, or other properties to which Pledgor 
may hereafter be entitled to receive on account of such [REPEAT DESCRIPTION 
OF INTEREST]), which [REPEAT DESCRIPTION OF INTEREST] presently constitutes 
_____% of the issued and outstanding [REPEAT DESCRIPTION OF INTEREST] of the 
Company, any other equity interest or right to acquire any equity interest in 
Company now owned as well as hereafter acquired by Pledgor, and all proceeds 
and products of the foregoing ("PLEDGED RIGHTS").

     Until notified otherwise in writing by an authorized officer of 
Administrative Lender, you are hereby directed (and you hereby agree) to 
deliver after the date hereof all non-cash dividends and other distributions 
and any and all other shares of stock, warrants or other property (other than 
cash) in which Administrative Lender has a security interest to 
Administrative Lender, NationsBank Plaza, 901 Main Street, 67th Floor, 
Dallas, Texas 75202, Attention: Kim Knop.  Upon written notice from an 
authorized officer of Administrative Lender, you are directed (and you hereby 
agree) to deliver after the date of such notice, all dividends, distributions 
and other property in the form of cash directly to Administrative Lender at 
the address mentioned in the preceding sentence.  Unless notified otherwise 
in writing by an authorized officer of Administrative Lender, you are hereby 
directed (and you hereby agree) to not acknowledge any encumbrance in favor 
of any party other than  Administrative Lender with respect to the Pledged 
Rights, assign any interest in, encumber, subdivide, issue additional or 
different certificates for or otherwise transfer any interest in the Pledged 
Rights.

<PAGE>

                                    Very truly yours,

                                    CompUSA Inc.


                                    By:
                                       ------------------------------------
                                       Name:
                                            -------------------------------
                                       Title:
                                             ------------------------------


                                    NATIONSBANK, N.A., as Administrative Lender


                                    By:
                                       ------------------------------------
                                       Name:
                                            -------------------------------
                                       Title:
                                             ------------------------------


Accepted and Agreed this ____ day of ________________, ____


                                       ---------------------------------------


                                       By:
                                          ------------------------------------
                                          Name:
                                               -------------------------------
                                          Title:
                                                ------------------------------