<PAGE>

                                  THIRD AMENDMENT TO
                     SECOND AMENDED AND RESTATED CREDIT AGREEMENT


     THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
(this "Third Amendment"), dated effective as of March 27, 1999, is entered 
into among CompUSA Inc., a Delaware corporation (the "Borrower"), the banks 
listed on the signature pages hereof (collectively, the "Lenders"), and 
NationsBank, N.A. (successor by merger to NationsBank of Texas, N.A.), as 
Administrative Lender (in said capacity, the "Administrative Lender").

                                      BACKGROUND

     A.    The Borrower, the Lenders and the Administrative Lender are 
parties to 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"; the terms defined in the 
Credit Agreement and not otherwise defined herein shall be used herein as 
defined in the Credit Agreement).

     B.    The Borrower, the Lenders and the Administrative Lender desire to 
make certain amendments to the Credit Agreement.

     NOW, THEREFORE, in consideration of the covenants, conditions and 
agreements hereinafter set forth, and for other good and valuable 
consideration, the receipt and adequacy of which are all hereby acknowledged, 
the Borrower, the Lenders and the Administrative Lender covenant and agree as 
follows:

     1.    AMENDMENTS TO CREDIT AGREEMENT.

     (a)   The definition of "APPLICABLE MARGIN" set forth in SECTION 1.1 of
the Credit Agreement is hereby amended to read as follows:

           "'APPLICABLE MARGIN' means the following per annum percentages,
     applicable in the following situations:

<PAGE>

<TABLE>
<CAPTION>
                                                                          LIBOR
                              Applicability                               Basis
                              -------------                               ------
     <S>                                                                  <C>
     (a)   The Leverage Ratio is greater than 3.50 to 1                    2.250

     (b)   The Leverage Ratio is greater than 3.00 to 1 but less than      1.750
           or equal to 3.50 to 1 

     (c)   The Leverage Ratio is less than or equal to 3.00 to 1 and

           (i)      The Fixed Charge Coverage Ratio is less                1.250
                    than 2.00 to 1 

           (ii)     The Fixed Charge Coverage Ratio is greater than or     1.000
                    equal to 2.00 to 1 but less than 2.25 to 1

           (iii)    The Fixed Charge Coverage Ratio is greater than or     0.875
                    equal to 2.25 to 1 but less than 3.00 to 1

           (iv)     The Fixed Charge Coverage Ratio is greater than or     0.750
                    equal to 3.00 to 1 but less than 3.75 to 1

           (v)      The Fixed Charge Coverage Ratio is greater than or     0.625
                    equal to 3.75 to 1 but less than 4.50 to 1 

           (vi)     The Fixed Charge Coverage Ratio is greater than or     0.500
                    equal to 4.50 to 1 
</TABLE>

     The Applicable Margin payable by the Borrower on the Advances outstanding
     hereunder shall be subject to reduction or increase, as applicable and as
     set forth in the table above, on a quarterly basis according to the
     performance of the Borrower as tested by using the Leverage Ratio or the
     Fixed Charge Coverage Ratio, as applicable, as of the end of the most
     recent Fiscal Quarter (calculated for the twelve Fiscal Periods preceding
     the date of determination); PROVIDED, that each adjustment in the
     Applicable Margin shall be effective with respect to Advances (i) made
     following receipt by the Lenders of the financial statements required
     pursuant to SECTION 6.1 or 6.2, as applicable, hereof and the Compliance
     Certificate required pursuant to SECTION 6.3 hereof, on the date of making
     of such Advance and (ii) outstanding on the date of receipt of the
     financial statements referred to in clause (i) immediately preceding, on
     the date of receipt of such financial statements.  If such financial
     statements and Compliance Certificate are not received by the Lenders by
     the date required, the Applicable Margin shall be determined as if the
     Leverage Ratio is greater than 3.50 to 1 until such time as such financial
     statements and Compliance Certificate are received.  In addition, the
     Applicable Margin shall be increased above the per annum percentages set
     forth above by 0.750 on each Utilization Premium Date."

     (b)   The definition of "COMMITMENT" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:

                                      -2-

<PAGE>

           "'COMMITMENT' means the commitment of the Lenders, subject to the
     terms and conditions hereof, to make Advances or to issue or participate in
     Letters of Credit up to an aggregate principal amount of $230,000,000, as
     such amount may be reduced pursuant to SECTION 2.6 hereof."

     (c)   The definition of "DEBT FOR BORROWED MONEY" set forth in SECTION 1.1
of the Credit Agreement is hereby amended to read as follows:

           "'DEBT FOR BORROWED MONEY' means all indebtedness, direct or
     indirect, whether or not represented by bonds, debentures, notes or other
     securities, for the repayment of money borrowed or the deferred purchase
     price of property or services, and shall include, without  duplication,
     Securitization Indebtedness.  Debt for Borrowed Money does not include,
     without limitation, (a) accounts payable or accrued liabilities incurred in
     the ordinary course of business, including advances from customers and
     trade payables financed through floor plan arrangements, (b) current or
     deferred income taxes, and (c) provided that any applicable Restricted
     Subsidiary has executed a Subsidiary Guaranty and a Security Agreement,
     (i) Indebtedness owed by a Restricted Subsidiary to the Borrower,
     (ii) Indebtedness owed by the Borrower to a Restricted Subsidiary, and
     (iii) Indebtedness owed by a Subsidiary to a Restricted Subsidiary."

     (d)   The definition of "EBITDAR" set forth in SECTION 1.1 of the Credit
Agreement is hereby amended to read as follows:

           "'EBITDAR' means, for any period, determined in accordance with GAAP
     on a consolidated basis for the Borrower and its Subsidiaries, the sum of
     (a) EBIT, plus (b) depreciation, amortization and other non-cash charges,
     plus (c) lease expense pursuant to Operating Leases, plus (d) without
     duplication, the Approved Restructuring Charges; PROVIDED, that, in the
     event that an Acquisition for which the Acquisition Consideration is equal
     to or exceeds $150,000,000 is consummated during such period, "EBITDAR"
     shall be determined on a PRO FORMA basis (as determined by the Borrower,
     such determination to be made in good faith based upon such financial
     information as is available to the Borrower and using reasonable
     assumptions) as if such Acquisition had occurred on the first day of such
     period; PROVIDED, FURTHER, HOWEVER, notwithstanding the above, only the
     EBITDAR of the business and assets acquired in the Computer City
     Acquisition from and after the date of closing of the Computer City
     Acquisition shall be included in the calculation of EBITDAR."

     (e)   The definition of "FIXED CHARGES" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:

           "'FIXED CHARGES' means, for any date of calculation, calculated for
     the Borrower and its Subsidiaries on a consolidated basis in accordance
     with GAAP, the sum of, without duplication, (a) interest expense (including
     but not limited to interest expense pursuant to Capitalized Lease
     Obligations), plus (b) lease expense under Operating Leases, plus (c) such

                                       -3-

<PAGE>

     amounts in connection with any Securitization as would constitute interest
     expense under GAAP if such Securitization were treated as an on-balance
     sheet liability, in each case for the applicable period preceding the date
     of calculation, plus (d) Dividends and Treasury Stock Purchases, in each
     case for the applicable period immediately preceding the date of
     calculation; PROVIDED, that, in the event that an Acquisition for which the
     Acquisition Consideration is equal to or exceeds $150,000,000 is
     consummated during such period, "FIXED CHARGES" shall be determined on a
     PRO FORMA basis (as determined by the Borrower, such determination to be
     made in good faith based upon such financial information as is available to
     the Borrower and using reasonable assumptions) as if such Acquisition had
     occurred on the first day of such period; PROVIDED, FURTHER, HOWEVER,
     notwithstanding the above, only the Fixed Charges of Computer City and its
     Subsidiaries from and after the date of closing of the Computer City
     Acquisition shall be included in the calculation of Fixed Charges."

     (f)   The definition of "INDEBTEDNESS" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:

           "'INDEBTEDNESS' means, with respect to any Person, without
     duplication, (a) all items, except accounts payable arising in the normal
     course of business, which in accordance with GAAP would be included in
     determining total liabilities as shown on the liability side of a balance
     sheet of such Person, (b) all obligations secured by any Lien other than
     Permitted Liens on any property or asset owned by such Person (other than
     accounts payable arising in the ordinary course of business), whether or
     not the obligation secured thereby shall have been assumed, (c) to the
     extent not otherwise included, all Capitalized Lease Obligations, all
     Guaranties, all reimbursement obligations in respect of letters of credit,
     all obligations under Interest Hedge Agreements, and all Securitization
     Indebtedness of such Person, and (d) any "withdrawal liability" of such
     Person, as such term is defined under Part I of Subtitle E of Title IV of
     ERISA."

     (g)   The definition of "LOAN DOCUMENTS" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:

           "'LOAN DOCUMENTS' means this Agreement, the Notes, the Subsidiary
     Guaranty, the Fee Letter, each Collateral Document, any Interest Hedge
     Agreement entered into with any Lender or any Lender Affiliate, and any
     other document or agreement executed or delivered from time to time by an
     officer of the Borrower or any Subsidiary in connection herewith or as
     security for the Obligations."

     (h)   The definition of "NET WORTH" set forth in SECTION 1.1 of the Credit
Agreement is hereby amended to read as follows:

           "'NET WORTH' means, for the Borrower and its Subsidiaries, on a
     consolidated basis, determined in accordance with GAAP, the sum of: 
     (a) capital stock taken at stated or par

                                    -4-

<PAGE>

     value, plus (b) paid in capital plus (c) retained earnings, plus (d) the
     aggregate amount of Approved Restructuring Charges taken after March 27,
     1999, less (e) treasury stock."

     (i)   The definition of "OBLIGATIONS" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:

           "'OBLIGATIONS' means (a) all obligations of any nature (whether
     matured or unmatured, fixed or contingent, including the Reimbursement
     Obligations) of the Borrower or any Subsidiary to the Lenders or any Lender
     Affiliate under the Loan Documents as they may be amended from time to
     time, and (b) all obligations of the Borrower or any Subsidiary for losses,
     damages, expenses, expenses or any other liabilities of any kind that any
     Lender or any Lender Affiliate may suffer by reason of a breach by the
     Borrower or any Subsidiary of any obligation, covenant or undertaking with
     respect to any Loan Document."

     (j)   The definition of "PERMITTED LIENS" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended by amending clause (a) thereof to read as
follows:

           "(a) Any Lien in favor of the Administrative Lender for the benefit
     of the Lenders and any Lender Affiliate to secure the Obligations;"

     (k)   The definition of "SUBSIDIARY GUARANTY" set forth in SECTION 1.1 of
the Credit Agreement is hereby amended to read as follows:

           "'SUBSIDIARY GUARANTY' means the Subsidiary Guaranty, executed by
     each Restricted Subsidiary of the Borrower (other than CompUSA Net.com),
     guarantying payment and performance of the Obligations, substantially in
     the form of EXHIBIT B hereto, as such agreement may be amended, modified,
     supplemented or restated from time to time."

     (l)   SECTION 1.1 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in proper alphabetical order:

           "ACCOUNT" has the meaning assigned to such term in the UCC.

           "APPROVED RESTRUCTURING CHARGES" means those certain restructuring 
     charges related to potential closing of distribution warehouse and 
     write-off of related DCC-OE software, potential store closings, 
     potential write-off of certain training software in connection with the 
     restructuring of the Borrower's training business, and other 
     restructuring charges of a similar nature, the cash charges with respect 
     to all of which may not exceed $5,000,000 in aggregate amount during the 
     term of this Agreement and the non-cash charges with respect to all of 
     which may not exceed $20,000,000 in aggregate amount during the term of 
     this Agreement; PROVIDED, HOWEVER , Approved Restructuring Charges shall 
     not include the restructuring charges of Comp USA Net.com and mail order 
     Subsidiaries in an aggregate amount of $10,000,000.

                                      -5-

<PAGE>

           "BORROWING BASE" means, at the time in question, an amount equal to
     75% of Eligible Accounts.

           "BORROWING BASE CERTIFICATE" means that certain certificate, signed
     by an Authorized Signatory, in substantially the form of Exhibit G,
     appropriately completed.

           "CAPITAL EXPENDITURES" means, for any period, cash expenditures made
     by the Borrower and its Subsidiaries to acquire or construct fixed assets,
     plant and equipment (including renewals, improvements and replacements
     during such period) computed in accordance with GAAP.

           "COLLATERAL" means any collateral granted by any Person to the
     Administrative Lender to secure the Obligations.

           "COLLATERAL DOCUMENT" means any document under which Collateral is
     granted and any document related thereto.

           "COMPUSA NET.COM" means CompUSA Net.com Inc.,  a Delaware
     corporation, of which 100% of the issued and outstanding capital stock will
     be owned by the Borrower on March 28, 1999, and which, until otherwise
     designated by the Borrower as an Unrestricted Subsidiary as provided
     herein, shall be a Restricted Subsidiary.

           "ELIGIBLE ACCOUNTS" means at the time of any determination thereof,
     each Account as to which the following requirements have been fulfilled to
     the reasonable satisfaction of the Administrative Lender:

           (a)    The Borrower or any Restricted Subsidiary has lawful and
     absolute title to such Account;

           (b)    Such Account is a valid, legally enforceable obligation of
     the Person who is obligated under such Account (the "account debtor") for
     goods or services delivered or rendered to such Person;

           (c)    If such Account and other Accounts are owed by a creditor of
     the Borrower or any Restricted Subsidiary, the amount of all such Accounts
     included as Eligible Accounts shall be the amount by which all such
     Accounts exceeds the aggregate accounts payable owed by the Borrower or
     such Restricted Subsidiary to such creditor;

           (d)    There has been excluded from such Account any portion that is
     subject to any asserted dispute, offset, discount, counterclaim or other
     claim or defense on the part of the account debtor or to any asserted claim
     on the part of the account debtor denying liability under such Account;

                                     -6-

<PAGE>

           (e)    The Borrower or any Restricted Subsidiary has full and
     unqualified right to assign and grant a security interest in such Account
     to the Administrative Lender as security for the Obligations;

           (f)    Such Account is evidenced by an invoice rendered to the
     account debtor (and is not evidenced by chattel paper, promissory note or
     other instrument payable to the Borrower or any Restricted Subsidiary) and
     is not the result of a conditional sales contract or agreement;

           (g)    Such Account has not been due and payable for more than 90
     days from the invoice date; provided, that no Accounts from an account
     debtor shall constitute Eligible Accounts if 50% or more of the aggregate
     dollar amount of all Accounts owed to the Borrower or any Restricted
     Subsidiary by such account debtor have been due and payable for 30 days or
     more from their respective invoice dates;

           (h)    No account debtor in respect of such Account is (i) primarily
     conducting business in and organized under the laws of any jurisdiction
     located outside the United States of America, (ii) the subject of a
     proceeding under any Debtor Relief Laws or (iii) a federal, state or local
     governmental body;

           (i)    No account debtor in respect of such Account is (i) an
     Affiliate of the Borrower or any Restricted Subsidiary or (ii) an employee
     of the Borrower or any Restricted Subsidiary; and

           (j)    Such Account is (i) subject to a fully perfected first
     priority security interest in favor of Administrative Lender pursuant to
     the Loan Documents, prior to the rights of, and enforceable as such
     against, any other Person (including holders of a purchase money security
     interest) and (ii) not subject to any Lien in favor of any other Person
     other than Permitted Liens.

           "INTEREST HEDGE AGREEMENTS" means any and all agreements, devices or
     arrangements designed to protect at least one of the parties thereto from
     the fluctuations of interest rates, exchange rates or forward rates
     applicable to such party's assets, liabilities or exchange transactions,
     including, but not limited to, dollar-denominated or cross-currency
     interest rate exchange agreements, forward currency exchange agreements,
     interest rate cap or collar protection agreements, forward rate current or
     interest rate options, puts and warrants, as the same may be amended or
     modified and in effect from time to time, and any and all cancellations,
     buy backs, reversals, terminations or assignments of any of the foregoing.

           "LENDER AFFILIATE" means any Person (a) that, directly or
     indirectly, Controls or is Controlled By or Under common Control with, any
     Lender and (b) that has entered into an Interest Hedge Agreement with the
     Borrower or any of its Subsidiaries.

                                      -7-

<PAGE>

           "NON-STOCK ACQUISITION CONSIDERATION" means any Acquisition
     Consideration which is not Stock Acquisition Consideration.

           "PERMITTED STOCK SALES" means the sale or sales of capital stock of
     CompUSA Net.com for fair market value (as determined by the Board of
     Directors of the Borrower) pursuant to an initial public offering or any
     other sale or sales to Persons who are not Affiliates, such that the public
     investors and/or such other investors that are not Affiliates would own in
     the aggregate up to 30% of the issued and outstanding capital stock of Comp
     USA Net.com.

           "SECURITY AGREEMENT" means that certain security agreement executed
     by the Borrower and each of its Restricted Subsidiaries, substantially in
     the form of EXHIBIT F hereto, as such agreement may be amended, modified,
     supplemented or restated from time to time.

           "STOCK ACQUISITION CONSIDERATION" means Acquisition Consideration
     consisting of capital stock or other equity securities or interests.

           "UTILIZATION PREMIUM DATE" means any date (a) on and after which the
     Senior Subordinated Notes have been paid in full (other than directly or
     indirectly with proceeds of Subordinated Debt) and (b) on which the
     Utilization Rate is greater than 4/10.

           "UTILIZATION RATE" means, at any date, a fraction (a) the numerator
     of which is the aggregate principal amount of all Advances and
     Reimbursement Obligations at such date and (b) the denominator of which is
     the amount of the Commitment at such date, determined in each case after
     giving effect to any transactions at such date.

     (m)   SECTION 2.4(a) of the Credit Agreement is hereby amended to read as
follows:

           "(a)   COMMITMENT FEE.  Subject to SECTION 11.9 hereof, the Borrower
     agrees to pay to the Administrative Lender, for the ratable account of the
     Lenders, a commitment fee on the daily average Unused Portion at the
     following per annum percentages, applicable in the following situations:

<TABLE>
<CAPTION>
                            Applicability                            Percentage
                            -------------                            ----------
     <S>                                                             <C>
     (a)    The Leverage Ratio is greater than 3.00 to 1               0.500

     (b)    The Leverage Ratio is less than or equal to 3.00 to 1

            (i)    The Fixed Charge Coverage Ratio is less than        0.350
                   and 2.00 to 1

                                     -8-

<PAGE>

            (ii)   The Fixed Charge Coverage Ratio is greater than     0.300
                   or equal to 2.00 to 1 but less than 2.25 to 1

            (iii)  The Fixed Charge Coverage Ratio is greater than     0.250
                   or equal to 2.25 to 1 but less than 3.00 to 1

            (iv)   The Fixed Charge Coverage Ratio is greater than     0.200
                   or equal to 3.00 to 1 but less than 3.75 to 1

            (v)    The Fixed Charge Coverage Ratio is greater than     0.175
                   or equal to 3.75 to 1 but less than 4.50 to 1

            (vi)   the Fixed Charge Coverage Ratio is greater than     0.150
                   or equal to 4.50 to 1
</TABLE>

     Such fee shall accrue beginning on the Agreement Date and shall be
     (i) payable in arrears on each Quarterly Date and on the Maturity Date,
     fully earned when due and, subject to SECTION 11.9 hereof, nonrefundable
     when paid and (ii) subject to SECTION 11.9 hereof, computed on the basis of
     a 360-day year, for the actual number of days elapsed.  The commitment fee
     shall be subject to reduction or increase, as applicable and as set forth
     in the table above, on a quarterly basis according to the performance of
     the Borrower as tested by using the Leverage Ratio or the Fixed Charge
     Coverage Ratio, as applicable, as of the end of the most recent Fiscal
     Quarter (calculated for the twelve Fiscal Periods preceding the date of
     determination).  Any such increase or reduction in such fee shall be
     effective on the date of receipt by the Lenders of the financial statements
     required pursuant to SECTION 6.1 or 6.2, as applicable, hereof and the
     Compliance Certificate required pursuant to SECTION 6.3 hereof.  If such
     financial statements and Compliance Certificate are not received by the
     Lenders on the date required, the fee payable in respect of the Commitment
     shall be determined as if the Leverage Ratio is greater than 3.00 to 1
     until such time as such financial statements and Compliance Certificate are
     received."

     (n)   SECTION 2.4 of the Credit Agreement is hereby further amended by
adding a new clause (d) thereto to read as follows:

           "(d)   ADDITIONAL FEE.  Subject to SECTION 11.9 hereof, the Borrower
     agrees to pay to the Administrative Lender, for the account of each Lender,
     on the first date, if any, that the Utilization Rate exceeds 4/10 during
     the period from and including the date on which the Senior Subordinated
     Notes are paid in full through and including the date 90 days after the
     Senior Subordinated Notes are paid in full, a fee in an amount equal to the
     product of (a) 0.25% multiplied by (b) each Lender's pro rata part of the
     Commitment."

     (o)   SECTION 2.16(f)(i) of the Credit Agreement is hereby amended to read
as follows:

                                       -9-

<PAGE>

           "(f)   COMPENSATION FOR STANDBY LETTERS OF CREDIT.

                  (i)    CREDIT FEE.  Subject to SECTION 11.9 hereof, the
           Borrower shall pay to the Administrative Lender for the account of
           each Lender a fee (which shall accrue beginning on the Agreement
           Date and shall be payable quarterly in arrears on each Quarterly
           Date and on the Maturity Date) on the average daily amount available
           for drawing under all outstanding Standby Letters of Credit at the
           following per annum percentages, applicable in the following
           situations:

<TABLE>
<CAPTION>
                            Applicability                             Percentage
                            -------------                             ----------
           <S>                                                        <C>
           (a)   The Leverage Ratio is greater than 3.50 to 1           2.250

           (b)   The Leverage Ratio is greater than 3.00 to 1 but       1.750 
                 less than or equal to 3.50 to 1 

           (c)   The Leverage Ratio is less than or equal to
                 3.00 to 1 and

                 (i)    The Fixed Charge Coverage Ratio is less         1.250 
                        than 2.00 to 1

                 (ii)   The Fixed Charge Coverage Ratio is greater     1.000 
                        than or equal to 2.00 to 1 but less than
                        2.25 to 1

                 (iii)  The Fixed Charge Coverage Ratio is greater      0.875 
                        than or equal to 2.25 to 1 but less than
                        3.00 to 1 

                 (iv)   The Fixed Charge Coverage Ratio is greater      0.750 
                        than or equal to 3.00 to 1 but less than
                        3.75 to 1 

                 (v)    The Fixed Charge Coverage Ratio is greater      0.625 
                        than or equal to 3.75 to 1 but less than
                        4.50 to 1

                 (vi)   The Fixed Charge Coverage Ratio is grater       0.500 
                        than or equal to 4.50 to 1
</TABLE>

           The fee payable in respect of the Standby Letters of Credit shall be
           subject to reduction or increase, as applicable and as set forth in
           the table above, on a quarterly basis according to the performance
           of the Borrower as tested by using the Leverage Ratio or the Fixed
           Charge Coverage Ratio, as applicable, as of the end of the most
           recent Fiscal Quarter (calculated for the twelve Fiscal Periods
           preceding the date of determination).  Any such increase or
           reduction in such fee shall be effective on the date of receipt by
           the Lenders of the financial statements required pursuant to
           SECTION 6.1 or 6.2, as applicable, hereof and the Compliance
           Certificate required pursuant to SECTION 6.3 hereof.  If such
           financial statements and Compliance Certificate are not received by
           the date required, the fee payable in respect of the

                                       -10-

<PAGE>

           Letters of Credit shall be determined as if the Leverage Ratio is 
           greater than 3.50 to 1 until such time as such financial 
           statements and Compliance Certificate are received.  In addition, 
           the fee payable in respect of Letters of Credit shall be increased 
           above the per annum percentages set forth above by 0.750 on each 
           Utilization Premium Date.  Subject to SECTION 11.9 hereof, such 
           fee shall be computed on the basis of a 360-day year for the 
           actual number of days elapsed."

     (p)   SECTION 3.2 of the Credit Agreement is hereby amended by
(i) deleting "and" after clause (c) thereof, (ii) deleting "." at the end of
clause (d) thereof and inserting "; and" in lieu thereof and (iii) adding the
following new clause (e) thereto to read as follows:

           "(e)   The Administrative Lender shall have received a duly executed
     Borrowing Base Certificate evidencing that, after giving effect to the
     proposed Advance or Letter of Credit, the aggregate Advances and Letters of
     Credit do not exceed the Borrowing Base."

     (q)   SECTION 5.9 of the Credit Agreement is hereby amended to read as
follows:

           "Section 5.9  USE OF PROCEEDS.  The Borrower shall use the proceeds
     of Advances for general corporate purposes, including, without limitation,
     (i) refinancing all outstanding debt (other than in respect of the Existing
     Letters of Credit) under the Existing Credit Agreement, (ii) working
     capital advances, (iii) capital expenditures, (iv) acquisitions,
     (v) funding reimbursements of letter of credit drawings, and
     (vi) repurchasing or redeeming the Senior Subordinated Notes in part or in
     full after December 31, 1999."

     (r)   ARTICLE 5 of the Credit Agreement is hereby amended by adding the
following SECTION 5.12 thereto to read as follows:

           "Section 5.12 FURTHER ASSURANCES.  At any time or from time to
     time upon reasonable request by the Administrative Lender, the Borrower or
     any of its Subsidiaries shall execute and deliver such further documents
     and do such other acts and things as the Administrative Lender may
     reasonably request in order to effect fully the purposes of this Agreement
     and the other Loan Documents and to provide for payment of the Obligations
     in accordance with the terms of this Agreement and the other Loan
     Documents.  At the time of delivery of the financial statements set forth
     in SECTIONS 6.1 and 6.2 hereof, if the information provided therein has
     changed since the last delivery thereof, the Borrower agrees to update and
     deliver to the Administrative Agent SCHEDULE 4 hereto (with respect to the
     identifies, jurisdictions of organizations and ownership of the Borrower's
     Subsidiaries).  The Borrower further agrees to update the information on
     the Schedules to the Security Agreements promptly upon discovery that the
     information provided therein is not complete and correct.  The Borrower
     shall cause each Restricted Subsidiary (other than CompUSA Net.com) to
     execute and deliver a Subsidiary Guaranty and shall cause each Restricted
     Subsidiary (other than CompUSA Net.com) to execute and deliver a Security
     Agreement, together with such board

                                      -11-

<PAGE>

     resolutions, officer's certificates and opinions of counsel as the
     Administrative Lender shall reasonably request related thereto."

     (s)   ARTICLE 6 of the Credit Agreement is hereby amended by adding the
following SECTION 6.7 thereto to read as follows:

           "Section 6.7  COLLATERAL.  Within 15 days after the end of any
     calendar month in which Advances or Letters of Credit were outstanding on
     the last day of such month, a Borrowing Base Certificate, together with an
     aging of Accounts in form and substance satisfactory to the Administrative
     Lender.

     (t)   SECTION 7.1 of the Credit Agreement is hereby amended by amending
clause (e) thereto to read as follows:

           "(e)   Indebtedness of (i) a Restricted Subsidiary to the Borrower,
     (ii) a Restricted Subsidiary to a Restricted Subsidiary (other than CompUSA
     Net.com), (iii) the Borrower to a Restricted Subsidiary (other than CompUSA
     Net.com), (iv) of CompUSA Net.com to one of its subsidiaries, or
     (v) indebtedness of subsidiaries of CompUSA Net.com to CompUSA Net.com;"

     (u)   SECTION 7.3 of the Credit Agreement is hereby amended by amending
clause (b) thereto to read as follows:

           "(b)   Investments in, or transfer of any assets to, (i) CompUSA
     Net.com not to exceed the greater of (A) $60,000,000 in aggregate principal
     amount calculated on a net basis (excluding the contribution of assets of
     PCs Compleat, Inc. to CompUSA Net.com to be made on March 28, 1999), or
     (B) 15% of Net Worth at any time, and provided that if there are any
     amounts outstanding under the intercompany loan made by the Borrower to
     CompUSA Net.com (the "INTERCOMPANY LOAN") and CompUSA Net.com receives cash
     from the issuance of equity or from a contribution from a Person which is
     not an Affiliate, CompUSA Net.com must repay the Intercompany Loan in full
     to the Borrower if (a) there are Advances outstanding or (b) if there are
     no Advances outstanding and the Borrower has less than $12,000,000 in Cash
     and Cash Equivalents, (ii) one or more Subsidiaries that (A)(1) are or
     immediately become subject to the provisions hereof, and (2) are or
     immediately become party to the Subsidiary Guaranty and the Security
     Agreement, (iii) have been formed for the sole purpose of engaging in a
     securitization permitted by SECTION 7.4(a)(iii) hereof, or
     (iv) Unrestricted Subsidiaries; PROVIDED, HOWEVER, the aggregate amount of
     Investments in Unrestricted Subsidiaries pursuant to this clause (iv)
     (calculated on a net basis by taking into account any proceeds received by
     the Borrower or any Restricted Subsidiary on a liquidation or repayment of
     any such Investments) shall not exceed, together with other Investments
     pursuant to SECTION 7.3(f) hereof and net Investments in CompUSA Net.com
     pursuant to clause (i) above, 15% of Net Worth at any time;"

                                      -12-

<PAGE>

     (v)   SECTION 7.3 of the Credit Agreement is hereby further amended by
amending clause (f) thereto to read as follows:

           "(f)   Other Investments (calculated on a net basis by taking into
     account any proceeds received by the Borrower or any Restricted Subsidiary
     on a liquidation or replacement of any such Investment) not to exceed,
     together with Investments in Unrestricted Subsidiaries pursuant to
     SECTION 7.3(b)(iv) hereof and net Investments in CompUSA Net.com pursuant
     to SECTION 7.3(b)(i) hereof, 15% of Net Worth at any time; and"

     (w)   SECTION 7.4(a) of the Credit Agreement is hereby amended by
(a) deleting "and" after clause (v) thereof and (b) adding an new clause (vi)
thereto to read as follows:

           "(vi)  Permitted Stock Sales;"

     (x)   SECTION 7.4(a) of the Credit Agreement is hereby further amended by
redesignating clause "(vi)" thereof as clause "(vii)" and amending such clause
to read as follows:

           "(vii) any other sale, lease, abandonment, transfer or disposition
     in any Fiscal Year of assets (other than Collateral) for full and fair
     consideration and which assets do not in aggregate amount exceed 5% of Net
     Worth as of the end of the immediately preceding Fiscal Year;"

     (y)   SECTION 7.4(b) of the Credit Agreement is hereby amended to read as
follows:

           "(b)   enter into any merger or consolidation (i) unless with
     respect to a merger or consolidation, the Borrower shall be the surviving
     corporation, unless the merger or consolidation involves a Restricted
     Subsidiary (other than CompUSA Net.com) and the Borrower is not merging or
     consolidating with another Person, and either (A) such Restricted
     Subsidiary shall be the surviving corporation, (B) the survivor of the
     merger becomes a Restricted Subsidiary that becomes a party to the
     Subsidiary Guaranty and the Security Agreement, (C) the entity formed in
     the consolidation becomes a Restricted Subsidiary that becomes a party to
     the Subsidiary Guaranty and the Security Agreement, or (i) the survivor is,
     or is properly designated as, an Unrestricted Subsidiary, (ii) if such
     transaction is being utilized to circumvent compliance with any term or
     provision herein and (iii) unless no Default or Event of Default shall then
     be in existence or occur as a result of such transaction; or"

     (z)   SECTION 7.6 of the Credit Agreement is hereby amended to read as
follows:

           "Section 7.6  RESTRICTED PAYMENTS.  The Borrower shall not, and shall
     not permit any Restricted Subsidiary to, directly or indirectly declare,
     pay or make any Restricted Payments; provided, however, (a) any Restricted
     Subsidiary may declare and pay Dividends to the Borrower or another
     Restricted Subsidiary (other than CompUSA Net.com), (b) the

                                       -13-

<PAGE>

     Borrower may make loans to directors, officers and employees of Borrower 
     and its Subsidiaries during any Fiscal Year (calculated net of loan 
     repayments), together with the Guaranty of Indebtedness of directors, 
     officers and employees permitted pursuant to SECTION 7.5 hereof during 
     such Fiscal Year, in an aggregate amount not to exceed $1,000,000, (c) 
     the Borrower may defease, redeem, repurchase or prepay the Senior 
     Subordinated Notes in part or in full (but not with proceeds of Advances 
     prior to January 1, 2000), and (d) provided that the Leverage Ratio was 
     less than 4.00 to 1 and the Fixed Charge Coverage Ratio was greater than 
     1.50 to 1 for the two consecutive Fiscal Quarters immediately preceding 
     any proposed Dividend or Treasury Stock Purchase, the Borrower may pay 
     Dividends and make Treasury Stock Purchases (net of cash proceeds 
     received by the Borrower upon the reissuance of any treasury stock) of 
     its shares of capital stock in an aggregate amount (excluding the amount 
     of any Treasury Stock Purchases during the Special Repurchase Period) 
     not to exceed the sum of (i) $50,000,000, plus (ii) 50% of cumulative 
     Net Income for the period from, but not including, September 27, 1997 
     through the date of the proposed payment or purchase (but excluding from 
     the calculation of such cumulative Net Income the effect, if any, of any 
     Fiscal Quarter (or portion of a Fiscal Quarter not then ended) of the 
     Borrower for which Net Income was a negative number); provided, however, 
     the Borrower shall not pay or make any such Restricted Payments set 
     forth in clause (b), (c) or (d) above unless there shall exist no 
     Default prior to or after giving effect to any such proposed Restricted 
     Payment."

     (aa)  SECTION 7.9 of the Credit Agreement is hereby amended to read as
follows:

           "Section 7.9  LEVERAGE RATIO.  At the end of each Fiscal Quarter
     indicated below, the Borrower shall not permit the Leverage Ratio to be
     greater than the ratio set forth below opposite such Fiscal Quarter.

<TABLE>
<CAPTION>

                      Fiscal Quarter                           Ratio
                      --------------                           -----
      <S>                                                    <C>
      Third Fiscal Quarter of Fiscal Year 1999               4.85 to 1

      Fourth Fiscal Quarter of Fiscal Year 1999              4.55 to 1

      First Fiscal Quarter of Fiscal Year 2000               5.25 to 1

      Second Fiscal Quarter of Fiscal Year 2000              5.75 to 1

      Third Fiscal Quarter of Fiscal Year 2000               5.25 to 1

      Fourth Fiscal Quarter of Fiscal Year 2000              5.00 to 1

      First Fiscal Quarter of Fiscal Year 2001               4.40 to 1

      Second Fiscal Quarter of Fiscal Year 2001              4.10 to 1

      Third Fiscal quarter of Fiscal Year 2001               4.00 to 1"
</TABLE>

                                      -14-

<PAGE>

     (ab)  SECTION 7.10 of the Credit Agreement is hereby amended to read as
follows:

           "Section 7.10 FIXED CHARGE COVERAGE RATIO.  The Borrower shall
     not permit the Fixed Charged Coverage Ratio to be less than the ratio set
     forth below opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
                         Fiscal Quarter                            Ratio
                         --------------                            -----
     <S>                                                         <C>
     Third Fiscal Quarter of Fiscal Year 1999                    1.10 to 1

     Fourth Fiscal Quarter of Fiscal Year 1999                   1.10 to 1

     First Fiscal Quarter of Fiscal Year 2000                    1.20 to 1

     Second Fiscal Quarter of Fiscal Year 2000                   1.00 to 1

     Third Fiscal Quarter of Fiscal Year 2000                    1.20 to 1

     Fourth Fiscal Quarter of Fiscal Year 2000                   1.25 to 1

     Each Fiscal Quarter thereafter                              1.50 to 1"
</TABLE>

     (ac)  SECTION 7.11 of the Credit Agreement is hereby amended to read as
follows:

           "Section 7.11 NET WORTH.  The Borrower shall not permit the Net
     Worth to be less than an amount equal to the sum of (i) $390,000,000, plus
     (ii) 50% of cumulative Net Income for the period from, but not including,
     March 27, 1999 through the date of calculation (but excluding from the
     calculation of such cumulative Net Income the effect, if any, of any Fiscal
     Quarter (or portion of a Fiscal Quarter not then ended) of the Borrower for
     which Net Income was a negative number), plus (iii) an amount equal to 75%
     of the net worth of any Person that becomes a Subsidiary of the Borrower or
     is merged into or consolidated with the Borrower or any Subsidiary of the
     Borrower or substantially all of the assets of which are acquired by the
     Borrower or any Subsidiary of the Borrower to the extent the purchase price
     paid therefor if paid in equity securities of the Borrower or any of its
     Subsidiaries, plus (iv) 75% of the Net Cash Proceeds (but without
     duplication to the extent that such Net Cash Proceeds are included in
     determining Net Income and accounted for in clause (ii) above) of any
     offerings of capital stock or other equity interests of the Borrower or any
     of its Subsidiaries or pursuant to the conversion or exchange of any
     convertible Subordinated Debt or redeemable preferred stock into capital
     stock or other equity interests of the Borrower or any of its Subsidiaries
     since  March 27, 1999."

     (ad)  SECTION 7.15 of the Credit Agreement is hereby amended to read as
follows:

           "Section 7.15 ACQUISITIONS.  The Borrower shall not, and shall not
     permit any Restricted Subsidiary to, make any Acquisition; provided,
     however, if immediately prior to

                                      -15-

<PAGE>

     and after giving effect to the proposed Acquisition there shall not 
     exist a Default or Event of Default, the Borrower or any Restricted 
     Subsidiary may make an Acquisition so long as (i) such Acquisition shall 
     not be opposed by the board of the directors of the Person being 
     acquired, (ii) the Administrative Lender shall have received written 
     notice of such Acquisition at least 15 calendar days prior to the date 
     of consummation of such Acquisition, together with a Compliance 
     Certificate setting forth the covenant calculations after giving effect 
     to the proposed Acquisition, (iii) the assets, property or business 
     acquired shall be within the description contained in SECTION 4.1(d) 
     hereof, (iv) if the Acquisition results in a new Restricted Subsidiary, 
     (A) such Subsidiary shall execute a Subsidiary Guaranty and a Security 
     Agreement and (B) the Administrative Lender receives within five (5) 
     calendar days after the consummation of such Acquisition such board 
     resolutions, officer's certificates and opinions of counsel as the 
     Administrative Lender shall reasonably request in connection with such 
     Acquisition, and (v)(A) the Acquisition Consideration for such 
     Acquisition consists entirely of Stock Acquisition Consideration or (B) 
     if the Acquisition Consideration for such Acquisition includes Non-Stock 
     Acquisition Consideration, the Leverage Ratio was less than 4.00 to 1 
     and the Fixed Charge Coverage Ratio was greater than 1.50 to 1 for the 
     two consecutive Fiscal Quarters immediately preceding such proposed 
     Acquisition."

     (ae)  ARTICLE 7 of the Credit Agreement is hereby amended by adding a new
SECTION 7.17 thereto to read as follows:

           "Section 7.17 CAPITAL EXPENDITURES.  The Borrower shall not, and
     shall not permit any Restricted Subsidiary to, directly or indirectly incur
     Capital Expenditures in an aggregate amount in excess of (a) $131,000,000
     during Fiscal Year 1999, (b) $95,000,000 during Fiscal Year 2000, and
     (c) $42,000,000 during Fiscal Year 2001; PROVIDED, HOWEVER, that the
     Borrower and the Restricted Subsidiaries may carry forward the amount of
     any Capital Expenditures permitted to be made in any Fiscal Year but not
     made in such Fiscal Year to the following Fiscal Year, and, if such
     carry-forward is made, Capital Expenditures made in such following Fiscal
     Year shall be applied first against amounts for such following Fiscal Year
     and then against amounts so carried forward from the previous Fiscal Year,
     except that no amount of Capital Expenditures permitted to be carried
     forward pursuant to this PROVISO may be carried forward more than one
     Fiscal Year."

     (af)  ARTICLE 7 of the Credit Agreement is hereby further amended by
adding a new SECTION 7.18 thereto to read as follows:

           "Section 7.18 BORROWING BASE.  The Borrower shall not permit the
     sum of the aggregate outstanding Advances and Reimbursement Obligations to
     exceed the Borrowing Base at any time."

     (ag)  SECTION 8.1 of the Credit Agreement is hereby amended by
(i) deleting "or" after clause (m) thereof, (ii) deleting "." after the end of
clause (n) thereof and adding "; or" in lieu thereof and (iii) adding the
following new clause (o) thereto to read as follows:

                                    -16-

<PAGE>

           "(o)   Any Collateral Document shall for any reason cease to create
     a valid and perfected first priority Lien in any Collateral subject
     thereto, other than as expressly provided or permitted in such Collateral
     Document or in this Agreement."

     (ah)  SECTION 11.11 of the Credit Agreement is hereby amended by
(i) deleting ";" at the end of subclause (vii) of clause (a) thereof and
inserting "," in lieu thereof and (ii) adding a new subclause (viii) to
clause (a) thereof to read as follows:

           "(viii)  amend the definition of Borrowing Base or Eligible
     Receivables or amend SECTION 7.18;"

     (ai)  EXHIBIT C to the Credit Agreement, the Compliance Certificate, is
hereby amended to be in the form of EXHIBIT C to this Third Amendment.

     (aj)  EXHIBIT F to the Credit Agreement, the Security Agreement, is hereby
added to the Credit Agreement, to be in the form of EXHIBIT F to this Third
Amendment.

     (ak)  EXHIBIT G to the Credit Agreement, the Borrowing Base Certificate,
is hereby amended to be in the form of EXHIBIT G to this Third Amendment.

     2.    REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT.  By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendments contemplated by the
foregoing Section 1:

     (a)   the representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date hereof
as made on and as of such date;

     (b)   no event has occurred and is continuing which constitutes a Default
or an Event of Default;

     (c)   Borrower has full power and authority to execute and deliver this
Third Amendment, the Collateral Documents, the $49,066,666.68 Promissory Note
payable to the order of NationsBank, N.A., the $23,000,000 Promissory Note
payable to the order of Wells Fargo Bank (Texas), N.A., the $22,233,333.33
Promissory Note payable to the order of Hibernia National Bank,  the
$22,233,333.33 Promissory Note payable to the order of Credit Lyonnais New York
Branch,  the $22,233,333.33 Promissory Note payable to the order of Credit
Suisse First Boston,  the $22,233,333.33 Promissory Note payable to the order of
Fleet National Bank, the $11,500,000 Promissory Note payable to the order of
First Union National Bank,  the $11,500,000 Promissory Note payable to the order
of Fifth Third Bank,  the $11,500,000 Promissory Note payable to the order of
The Bank of Nova Scotia,  the $11,500,000 Promissory Note payable to the order
of Chase Bank of Texas, National Association,  the $11,500,000 Promissory Note
payable to the order of The Bank of New York, and  the $11,500,000 Promissory
Note payable to the order of Bank One, Texas,

                                      -17-

<PAGE>

N.A. (collectively, the "Replacement Notes", a draft form of which is 
attached to this Third Amendment as EXHIBIT A), each Subsidiary executing a 
Collateral Document has full power and authority to execute and deliver such 
Collateral Document, and the Credit Agreement, as amended hereby, the Third 
Amendment, the Replacement Notes and the Collateral Documents, constitute the 
legal, valid and binding obligations of the Borrower and each Subsidiary, as 
applicable, enforceable in accordance with their respective terms, except as 
enforceability may be limited by applicable debtor relief laws and by general 
principles of equity (regardless of whether enforcement is sought in a 
proceeding in equity or at law) and except as rights to indemnity may be 
limited by federal or state securities laws;

     (d)   neither the execution, delivery and performance of this Third 
Amendment, the Replacement Notes, the Collateral Documents or the Credit 
Agreement, as amended hereby, nor the consummation of any transactions 
contemplated herein or therein, will conflict with any Law, the articles of 
incorporation, bylaws or other governance document of the Borrower or any of 
its Subsidiaries, or any indenture, agreement or other instrument to which 
the Borrower or any of its Subsidiaries or any of their respective property 
is subject; and

     (e)   no authorization, approval, consent, or other action by, notice 
to, or filing with, any governmental authority or other Person, is required 
for the execution, delivery or performance by the Borrower or any of its 
Subsidiaries of this Third Amendment, the Replacement Notes or the Collateral 
Documents, as applicable, or the acknowledgment of this Third Amendment by 
any Guarantor.

     3.    CONDITIONS OF EFFECTIVENESS.  This Third Amendment shall be 
effective as of March 27, 1999 (provided that the reduction of the Commitment 
set forth in Section 1(b) of this Third Amendment shall be effective as of 
May 5, 1999), subject to the following:

     (a)   the Administrative Lender shall have received counterparts of this 
Third Amendment executed by the Determining Lenders;

     (b)   the Administrative Lender shall have received counterparts of this 
Third Amendment executed by the Borrower and acknowledged by each Guarantor;

     (c)   the Administrative Lender shall have received from the Borrower, 
for the account of each Lender delivering an executed signature page to this 
Third Amendment to the Administrative Lender by 5:00 p.m., Dallas time, May 
4, 1999, an amount equal to the product of (A) 0.25% multiplied by (B) each 
Lender's pro rata part of the Commitment;

     (d)   the Administrative Lender shall have received for each Lender such 
Lender's duly executed Replacement Note;

     (e)   the Administrative Lender shall have received the duly executed 
Security Agreement, together with related UCC financing statements, stock 
certificates and stock powers;

                                     -18-

<PAGE>

     (f)   the Administrative Lender shall have received copies of UCC 
searches satisfactory to it;

     (g)   the Administrative Lender shall have received a certified 
resolution of the Board of Directors of the Borrower and each Subsidiary 
executing a Collateral Document authorizing the execution, delivery and 
performance of this Third Amendment, the Collateral Documents and the 
Replacement Notes, as applicable;

     (h)   the Administrative Lender shall have received an opinion of 
counsel to the Borrower, in form and substance satisfactory to the 
Administrative Lender, with respect to the matters set forth in Section 2(c), 
(d) and (e) of this Third Amendment; and

     (i)   the Administrative Lender shall have received, in form and 
substance satisfactory to the Administrative Lender and its counsel, such 
other documents, certificates and instruments as the Administrative Lender 
shall require.

     4.    GUARANTOR ACKNOWLEDGMENT.  By signing below, each of the 
Guarantors (i) acknowledges, consents and agrees to the execution and 
delivery of this Third Amendment, (ii) acknowledges and agrees that its 
obligations in respect of its Subsidiary Guaranty are not released, 
diminished, waived, modified, impaired or affected in any manner by this 
Third Amendment or any of the provisions contemplated herein, (iii) ratifies 
and confirms its obligations under its Subsidiary Guaranty, and (iv) 
acknowledges and agrees that it has no claims or offsets against, or defenses 
or counterclaims to, its Subsidiary Guaranty.

     5.    REFERENCE TO THE CREDIT AGREEMENT.

     (a)   Upon the effectiveness of this Third Amendment, each reference in 
the Credit Agreement to "this Agreement", "hereunder", or words of like 
import shall mean and be a reference to the Credit Agreement, as amended by 
this Third Amendment.

     (b)   The Credit Agreement, as amended by this Third Amendment, and all 
other Loan Documents shall remain in full force and effect and are hereby 
ratified and confirmed.

     6.    COSTS, EXPENSES AND TAXES.  The Borrower agrees to pay on demand 
all costs and expenses of each Lender in connection with the preparation, 
reproduction, execution and delivery of this Third Amendment and the other 
instruments and documents to be delivered hereunder (including the reasonable 
fees and out-of-pocket expenses of counsel for each Lender with respect 
thereto and with respect to advising each Lender as to its rights and 
responsibilities under the Credit Agreement, as amended by this Third 
Amendment).

     7.    NO OBLIGATIONS OF COMPUSA NET.COM.  To the extent that CompUSA
Net.com assumed obligations of PCs Compleat, Inc. ("COMPLEAT"), Comp USA Net.com
shall not

                                       -19-

<PAGE>

be deemed to have assumed the obligations of Compleat under the Subsidiary 
Guaranty.  Compleat is to be merged into the Borrower as of March 29, 1999.

     8.    EXECUTION IN COUNTERPARTS.  This Third Amendment may be executed 
in any number of counterparts and by different parties hereto in separate 
counterparts, each which when so executed and delivered shall be deemed to be 
an original and all of which taken together shall constitute but one and the 
same instrument.

     9.    GOVERNING LAW:  BINDING EFFECT.  This Third Amendment shall be 
governed by and construed in accordance with the laws of the State of Texas 
and shall be binding upon the Borrower and each Lender and their respective 
successors and assigns.

     10.   HEADINGS.  Section headings in this Third Amendment are included 
herein for convenience of reference only and shall not constitute a part of 
this Third Amendment for any other purpose.

     11.   ENTIRE AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD 
AMENDMENT, AND 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 BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.



-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                  REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------





                                       -20-

<PAGE>

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

                                   COMPUSA INC.



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






                                  -21-

<PAGE>

                                   NATIONSBANK, N.A., as Administrative Lender
                                   and as a Lender



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





                                    -22-

<PAGE>


                                   WELLS FARGO BANK (TEXAS), N.A., as a Co-Agent
                                   and as a Lender



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





                                  -23-

<PAGE>

                                   HIBERNIA NATIONAL BANK, as a Co-Agent and as
                                   a Lender



                                   By:  s/Angela Bentley 
                                        --------------------------------------
                                        Angela Bentley
                                        Portfolio Manager






                                  -24-

<PAGE>

                                   CREDIT LYONNAIS NEW YORK BRANCH, as a
                                   Co-Agent and as a Lender



                                   By:  s/Robert Ivosevich 
                                        --------------------------------------
                                        Robert Ivosevich
                                        Senior Vice President





                                  -25-

<PAGE>


                                   CREDIT SUISSE FIRST BOSTON, as a Co-Agent and
                                   as a Lender



                                   By:  s/Thomas G. Muoio 
                                        --------------------------------------
                                        Thomas G. Muoio
                                        Vice President



                                   By:  s/Robert N. Finney 
                                        --------------------------------------
                                        Robert N. Finney
                                        Managing Director





                                  -26-

<PAGE>


                                   FLEET NATIONAL BANK, as a Co-Agent and as a
                                   Lender



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





                                  -27-

<PAGE>


                                   FIRST UNION NATIONAL BANK



                                   By:  s/Randal D. Southern 
                                        --------------------------------------
                                        Randal D. Southern
                                        Vice President







                                  -28-

<PAGE>


                                   FIFTH THIRD BANK



                                   By:  s/Anne Koch
                                        --------------------------------------
                                        Anne Koch
                                        National Accounts Officer







                                   -29-

<PAGE>

                                   THE BANK OF NOVA SCOTIA



                                   By:  s/F.C.H. Ashby
                                        --------------------------------------
                                        F.C.H. Ashby
                                        Senior Manager
                                        Loan Operations








                                   -30-

<PAGE>


                                   CHASE BANK OF TEXAS NATIONAL ASSOCIATION



                                   By:  s/Todd R. Nordeen 
                                        --------------------------------------
                                        Todd R. Nordeen
                                        Vice President








                                  -31-

<PAGE>

                                   THE BANK OF NEW YORK



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










                                   -32-

<PAGE>


                                   BANK ONE, TEXAS, N.A.



                                   By:  s/Catherine A. Muszynski
                                        --------------------------------------
                                        Catherine A. Muszynski
                                        Officer











                                  -33-

<PAGE>


ACKNOWLEDGED AND AGREED:

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


COMPUSA MANAGEMENT COMPANY



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





                                        -34-

<PAGE>

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






                                         -35-
<PAGE>

                                      EXHIBIT A

                                   PROMISSORY NOTE


Dallas, Texas                       $_____________                 May ___, 1999


     CompUSA Inc., a Delaware corporation (the "Borrower"), for value 
received, promises to pay to the order of ___________________________________ 
("Lender"), at the principal office of NationsBank, N.A., in lawful money of 
the United States of America, the principal sum of _________________________
__________ DOLLARS ($___________ ), or such lesser sum as shall be due and 
payable from time to time hereunder, as hereinafter provided.  All terms used 
but not defined herein shall have the meanings set forth in the Credit 
Agreement described below.

     Principal of and interest on the unpaid principal balance of Advances 
under this Note from time to time outstanding shall be due and payable as set 
forth in the Credit Agreement.

     This Note is issued pursuant to and evidences Advances under a Second 
Amended and Restated Credit Agreement, dated as of March 12, 1998, among the 
Borrower, NationsBank, N.A. (successor by merger to NationsBank of Texas, 
N.A.), as Administrative Lender, certain Co-Agents and the lenders parties 
thereto (as amended, restated, supplemented, renewed, extended or otherwise 
modified from time to time, "Credit Agreement"), to which reference is made 
for a statement of the rights and obligations of the Lender and the duties 
and obligations of the Borrower in relation thereto; but neither this 
reference to the Credit Agreement nor any provision thereof shall affect or 
impair the absolute and unconditional obligation of the Borrower to pay the 
principal sum of and interest on this Note when due.  This Note is a 
replacement and modification (but not a novation of the debt evidenced 
thereby) of that certain Promissory Note, dated as of ____________, 199___, 
payable by the Borrower to the order of the Lender in the principal amount of 
$___________.

     The Borrower and all endorsers, sureties and guarantors of this Note 
(without waiving any notice that any Lender is specifically required to give 
pursuant to SECTION 8.1 of the Credit Agreement) hereby severally waive 
demand, presentment for payment, protest, notice of protest, notice of 
intention to accelerate the maturity of this Note, notice of acceleration of 
this Note, diligence in collecting, the bringing of any suit against any 
party and any notice of or defense on account of any extensions, renewals, 
partial payments or changes in any manner of or in this Note or in any of its 
terms, provisions and covenants, or any releases or substitutions of any 
security, or any delay, indulgence or other act of any trustee or any holder 
hereof, whether before or after maturity.

     THIS NOTE, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL 
AGREEMENT BETWEEN THE PARTIES AND MAY NOT


<PAGE>

BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL 
AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS 
BETWEEN THE PARTIES.

                                   CompUSA Inc.



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






                                   -2-
<PAGE>

                                      EXHIBIT C

                                COMPLIANCE CERTIFICATE

To:       NationsBank, N.A.

From:     CompUSA Inc.

Date:     _________________, ______

Re:       Second Amended and Restated Credit Agreement, dated as of March 12,
          1998 ("Credit Agreement"), among CompUSA Inc. ("Borrower"), certain
          Lenders, certain Co-Agents and NationsBank, N.A. as administrative
          lender


     This Compliance Certificate is delivered pursuant to Section 6.3 of the 
Credit Agreement.  All capitalized terms used herein and defined in the 
Credit Agreement shall be used herein as so defined.  For purposes hereof, 
section references herein related to sections of the Credit Agreement, and 
bracketed amounts or ratios refer to the maximum or minimum amounts or ratios 
required under the relevant sections of the Credit Agreement.

     1.   FIXED CHARGE COVERAGE RATIO (calculated for the 12 Fiscal Periods 
preceding the date of determination)

a.   EBITDAR

     (1)  Pretax Net Income (excluding therefrom, to the extent     $_____
          included in determining Pretax Net Income, any items
          of extraordinary gain, including net gains on the sale
          of assets other than asset sales in the ordinary course
          of business, and adding thereto, to the extent included
          in determining Pretax Net Income, any items of
          extraordinary loss, including net losses on the sale of
          assets other than asset sales in the ordinary course of
          business)

     (2)  Interest expense (including but not limited to interest   $_____
          expense pursuant to Capital Lease Obligations)

     (3)  Depreciation                                              $_____

     (4)  Amortization                                              $_____

     (5)  Lease expense pursuant to Operating Leases                $_____

     (6)  Approved Restructuring Charges                            $_____

     (7)  EBITDAR  [(1) + (2) + (3) + (4) + (5) + (6)]                    $_____

<PAGE>

b.   Fixed Charges, calculated for the Borrower and its Subsidiaries on a
     consolidated basis

     (1)  Interest expense (including but not limited to     $_____
          interest expense pursuant to Capitalized Lease
          Obligations)

     (2)  Lease expense under Operating Leases               $_____

     (3)  GAAP interest expense related to Securitizations   $_____

     (4)  Dividends and Treasury Stock Purchases             $_____

     (5)  Fixed Charges  [(1) + (2) + (3) + (4)]                      $_____

c.   Fixed Charge Coverage Ratio  [a to b]                            ___ to 1

     2.   COVENANT CALCULATIONS.  [To be completed quarterly]  Demonstration 
of compliance with certain covenants contained in Article 7 of the Credit 
Agreement

a.   SECTION 7.1(i)  Indebtedness under the Senior
     Subordinated Notes and other Subordinated Debt

     (1)  Maximum in aggregate principal amount outstanding
          at any time                                             $260,000,000

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

b.   SECTION 7.1(j)  Other Indebtedness [not otherwise
     permitted pursuant to Section 7.1(a) through (i)]

     (1)  Maximum in aggregate principal amount outstanding
          at any time                                             $300,000,000

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

c.   SECTION 7.1(j)(A)  Senior Debt

     (1)  Maximum in aggregate principal amount                   $100,000,000

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

d.   SECTION 7.1(j)(B)  Senior Debt with an original maturity
     date earlier than 180 days after the Maturity Date

     (1)  Maximum in aggregate principal amount                   $ 50,000,000

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

                                       2
<PAGE>

e.   SECTION 7.3(b)(i) Investments in CompUSA Net.com,
     SECTION 7.3(b)(iv)  Investments in Unrestricted
     Subsidiaries and 
     SECTION 7.3(f)  Other Investments

     (1)  Net Worth                                       $___________

     (2)  Maximum in aggregate amount at any time (15%
          of Net Worth)                                             $___________

     (3)  Net Investments in CompUSA Net.com              $___________

     (4)  Actual Investments in Unrestricted Subsidiaries $___________

     (5)  Actual other Investments under Section 7.3(f)   $___________

     (6)  Total [(3) + (4) + (5)]                                   $___________

     (7)  Difference  [(2) - (6)]                                   $___________

f.   SECTION 7.4(a)(iii)  Sales or pledges of Accounts or
     interests in Accounts pursuant to Securitizations

     (1)  Maximum in aggregate amount outstanding at any
          time                                                    $200,000,000

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

g.   SECTION 7.4(a)(vi)  Any other sale, lease,
     abandonment, transfer or disposition in any Fiscal
     Year of assets (other than Collateral) for full and
     fair consideration

     (1)  Maximum in aggregate amount: 5% of Net Worth as of
          the immediately preceding Fiscal Year                   $___________

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

h.   SECTION 7.5(d)  Guaranty of Indebtedness of directors,
     officers and employees of Borrower and its Subsidiaries

     (1)  Maximum during any Fiscal Year in aggregate amount,
          when combined with the loans to officers and employees
          permitted pursuant to Section 7.6 of the Credit
          Agreement (calculated net of loan repayment)            $1,000,000

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

                                       3
<PAGE>

i.   SECTION 7.6(b)  Loans to directors, officers and employees
     of Borrower and its Subsidiaries (calculated net of
     loan repayments)

     (1)  Maximum during any Fiscal Year in aggregate amount,
          when combined with Guaranty of Indebtedness of
          directors, officers and employees permitted pursuant
          to Section 7.5 of the Credit Agreement                  $1,000,000

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

j.   SECTION 7.6(d)  Dividends paid and Treasury Stock Purchases
     (net of cash proceeds received by the Borrower upon the
     reissuance of any treasury stock) other than during
     Special Repurchase Period

     (1)  Maximum in aggregate amount

          (a)  50% of cumulative Net Income for the period        $___________
               from, but not including, September 27, 1997
               through the date of the proposed payment or
               purchase (but excluding from the calculation
               of such cumulative Net Income the effect, if
               any, of any Fiscal Quarter or portion of a
               Fiscal Quarter not then ended for which Net
               Income was a negative number)                     

          (b)  Maximum  [(a) + $50,000,000]                       $___________

     (2)  Actual (net of Reissuances)                             $___________

     (3)  Difference  [(1) - (2)]                                 $___________

k.   SECTION 7.9  Leverage Ratio (for the preceding 12
     Fiscal Periods)

     (1)  Maximum

          (a)  For the third Fiscal Quarter of Fiscal Year 1999   4.85 to 1

          (b)  For the fourth Fiscal Quarter of Fiscal Year 1999  4.55 to 1

          (c)  For the first Fiscal Quarter of Fiscal Year 2000   5.25 to 1

          (d)  For the second Fiscal Quarter of Fiscal Year 2000  5.75 to 1

          (e)  For the third Fiscal Quarter of Fiscal Year 2000   5.25 to 1

          (f)  For the fourth Fiscal Quarter of Fiscal Year 2000  5.00 to 1

          (g)  For the first Fiscal Quarter of Fiscal Year 2001   4.40 to 1

          (h)  For the second Fiscal Quarter of Fiscal Year 2001  4.10 to 1

          (i)  For the third fiscal Quarter of Fiscal Year 2001   4.00 to 1

                                       4
<PAGE>

     (2)  Actual

          (a)  Total Funded Debt as of the date of
               determination, calculated for the Borrower
               and its Subsidiaries on a consolidated basis

               i)   Debt for Borrowed Money                  $____

               ii)  Capitalized Lease Obligations            $____

               iii) Total Funded Debt  [i) + ii)]                 $___________

          (b)  Lease expense pursuant to Operating Leases
               for the immediately preceding twelve Fiscal
               Periods (multiplied by 6)                          $___________

          (c)  EBITDAR  (see 1.a.(6) above)                       $___________

          (d)  Leverage Ratio [(a) + (b)] to (c)                  _______ to 1

l.   SECTION 7.10  Fixed Charge Coverage Ratio (calculated
     for the 12 Fiscal Periods preceding the date of
     determination)

     (1)  Minimum

          (a)  For the third Fiscal Quarter of Fiscal Year 1999   1.10 to 1

          (b)  For the fourth Fiscal Quarter of Fiscal Year 1999  1.10 to 1

          (c)  For the first Fiscal Quarter of Fiscal Year 2000   1.20 to 1

          (d)  For the second Fiscal Quarter of Fiscal Year 2000  1.00 to 1

          (e)  For the third Fiscal Quarter of Fiscal Year 2000   1.20 to 1

          (f)  For the fourth Fiscal Quarter of Fiscal Year 2000  1.25 to 1

          (g)  Each Fiscal Quarter thereafter                     1.50 to 1

     (2)  Actual  (see 1.c. above)                                _______ to 1

m.   SECTION 7.11  Net Worth

     (1)  Minimum

          (a)  50% of cumulative Net Income from, but not    $____
               including March 27, 1999 through the date
               of calculation (excluding the effect, if
               any, of any fiscal quarter or portion of
               fiscal quarter not then ended for which
               Net Income was a negative number)

                                       5
<PAGE>

          (b)  75% of net worth of Person that becomes a     $____
               Subsidiary of the Borrower or is merged
               into or consolidated with the Borrower or
               any Subsidiary of the Borrower or
               substantially all of the assets of which
               are acquired by the Borrower or any
               Subsidiary of the Borrower to the extent
               the purchase price paid therefor is paid in
               equity securities (including the reissuance
               of treasury stock during the Special
               Repurchase Period)                      

          (c)  75% of Net Cash Proceeds (but without         $____
               duplication to the extent that such Net
               Cash Proceeds are included within Net Income
               and accounted for in (a) above) of any
               offerings of capital stock or other equity
               interests of the Borrower or any of its
               Subsidiaries (including the reissuance of
               treasury stock during the Special Repurchase
               Period) or pursuant to the conversion or
               exchange of any convertible Subordinated Debt
               or redeemable preferred stock into capital
               stock or other equity interests of the Borrower
               or any of its Subsidiaries since March 27, 1999

          (d)  Minimum Tangible Net Worth [(a) + (b) + (c) +      $___________
               $390,000,000]

     (2)  Actual

          (a)  Capital stock taken at stated or par value    $____

          (b)  Paid in capital                               $____

          (c)  Retained earnings                             $____

          (d)  Approved Restructuring Charges                $____

          (e)  Treasury stock (net of Reissuances)           $____

          (f)  Net Worth  [(a) + (b) + (c) + (d) - (e)       $____

     (3)  Difference  [(2) - (1)]                                 $___________

n.   SECTION 7.16  Unrestricted Subsidiaries

     (1)  Maximum aggregate amount of EBITDAR of all
          Unrestricted Subsidiaries during any period of
          twelve consecutive Fiscal Periods: 10% of
          EBITDAR of Borrower and all of its Subsidiaries
          during any such period                                  $___________

     (2)  Actual                                                  $___________

     (3)  Difference  [(1) - (2)]                                 $___________

                                       6
<PAGE>

     (4)  Maximum aggregate amount of assets of all
          Unrestricted Subsidiaries as of the end of any
          Fiscal Quarter: 10% of assets of Borrower and
          all of its Subsidiaries                                 $___________

     (5)  Actual                                                  $___________

     (6)  Difference  [(1) - (2)]                                 $___________

o.   SECTION 7.17  Capital Expenditures

     (1)  (a)  Maximum for Fiscal Year 1999                       $131,000,000

          (b)  Actual for Fiscal Year 1999                        $___________

     (2)  (a)  Maximum for Fiscal Year 2000                       $95,000,000
                                                                  (plus any
                                                                  carry-over
                                                                  from Fiscal
                                                                  Year 1999)

          (b)  Actual for Fiscal Year 2000                        $___________

     (3)  (a)  Maximum for Fiscal Year 2001                       $42,000,000
                                                                  (plus any
                                                                  carry-over
                                                                  from Fiscal
                                                                  Year 2000)

          (b)  Actual for Fiscal Year 2001                        $___________

     3.   Approved Restructuring Charges

     (1)  (a)  Maximum cash charges                               $5,000,000

          (b)  Actual cash charges through calculation date       $___________

     (2)  (a)  Maximum non-cash charges                           $20,000,000

          (b)  Actual non-cash charges through calculation date   $___________

     4.   COMPLIANCE CERTIFICATE.  [To be completed
          quarterly]  The undersigned hereby certifies to you
          as follows:

     (a)  I am the duly elected, qualified and acting _______________________ of
          Borrower.

     (b)  I have reviewed the provisions of the Credit Agreement and the other
          Loan Documents, and a review of the activities of Borrower during the
          period from ____________, 19___ to ____________, 19___ (the "Reporting
          Period") has been made under my supervision with a view toward
          determining whether, during the Reporting Period, Borrower has kept,
          observed, performed and fulfilled all its obligations under the Credit
          Agreement and such Loan Documents.

                                       7
<PAGE>

     (c)  The representations and warranties made in the Loan Documents are true
          and correct in all material respects as of the date hereof as though
          made at and as of the date hereof, except for such representations and
          warranties which relate to a particular date or which fail to be true
          and correct as a result of events or occurrences permitted under the
          Loan Documents, and no Default or Event of Default has occurred or is
          continuing or is imminent.

     This Compliance Certificate is executed and delivered on the _____ day 
of _____________, 19___.

                                   ____________________________
                                   Name:_______________________
                                   Title:______________________

                                       8

<PAGE>

                                      EXHIBIT F

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








                                  SECURITY AGREEMENT

                                        Among

                              The Grantors Named Herein
                                     as Grantors

                                         and
                                  NATIONSBANK, N.A.,
                               as Administrative Lender

                         Dated Effective as of March 27, 1999








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

<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
     <S>            <C>                                                     <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 . . . . . . . . . . . . . . . . . . 4
     Section 1.4    DELIVERY OF INSTRUMENTS AND SECURITIES COLLATERAL. . . . . 4

                                      ARTICLE 2

                           REPRESENTATIONS AND WARRANTIES

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

                                      ARTICLE 3

                                      COVENANTS

     Section 3.1    FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . 6
     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 . . . 9
     Section 3.6    THE ADMINISTRATIVE LENDER APPOINTED ATTORNEY-IN-FACT . . . 9

                                      ARTICLE 4

                   RIGHTS AND POWERS OF THE ADMINISTRATIVE LENDER

     Section 4.1    THE ADMINISTRATIVE LENDER MAY PERFORM. . . . . . . . . . .10
     Section 4.2    THE ADMINISTRATIVE LENDER'S DUTIES . . . . . . . . . . . .10
     Section 4.3    REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . .10
     Section 4.4    INDEMNITY AND EXPENSES . . . . . . . . . . . . . . . . . .13


<PAGE>

                                      ARTICLE 5

                                    MISCELLANEOUS

     Section 5.1    CUMULATIVE RIGHTS. . . . . . . . . . . . . . . . . . . . .13
     Section 5.2    MODIFICATIONS; AMENDMENTS; ETC.. . . . . . . . . . . . . .13
     Section 5.3    CONTINUING SECURITY INTEREST . . . . . . . . . . . . . . .13
     Section 5.4    GOVERNING LAW; TERMS . . . . . . . . . . . . . . . . . . .14
     Section 5.5    WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . .14
     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. . . . . . .15
     Section 5.12   SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . .15
     Section 5.13   OBLIGATIONS NOT AFFECTED . . . . . . . . . . . . . . . . .15
     Section 5.14   COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . .15
     Section 5.15   ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . .16
     Section 5.16   CONFLICTS. . . . . . . . . . . . . . . . . . . . . . . . .16
</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:

                                       [GRANTORS]


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


                                       ADMINISTRATIVE LENDER:

                                       NATIONSBANK, N.A.


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


                                       -16-

<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:
                                                ------------------------------

<PAGE>

                                      EXHIBIT G

                              BORROWING BASE CERTIFICATE


TO:       NationsBank, N.A.,                              ________, _____
 

FROM:     CompUSA Inc.

     Re:  Second Amended and Restated Credit Agreement, dated as of March 12,
          1998 ('Credit Agreement") among CompUSA Inc. ("Borrower"), certain
          Lenders, certain Co-Agents and NationsBank, N.A. as Administrative
          Lender

     This Borrowing Base Certificate is made as of              ,      .  The 
undersigned certifies that the calculations set forth herein are true, 
accurate, and complete, and are made in accordance with the provisions of the 
Credit Agreement.  All defined terms used herein but not specifically defined 
shall have the meanings set forth in the Credit Agreement.

1.   BORROWING BASE.  [to be completed for each Advance or Letter of Credit and
     monthly if Advances or Letters of Credit are outstanding]

     Borrower hereby represents and warrants that the following Borrowing Base
     Report is true and correct in all respects as of ___________, _____ (the
     "Reporting Date").  The Borrowing Base is determined as follows:

A.   ELIGIBLE ACCOUNTS        

     1.   All Accounts                                                   $______

     2.   Less ineligible Accounts (without duplication)         

          a.   Accounts to which Borrower or a Restricted Subsidiary $______
               does not have lawful and absolute title               

          b.   Accounts which are not the valid, legally enforceable $______
               obligation of the account debtor for goods or services 
               delivered or rendered to such Person                  

          c.   Accounts owed by a creditor of Borrower or a          $______
               Restricted Subsidiary to the extent that such Account 
               equals the amount owed to such creditor         

          d.   Portion of Accounts subject to any asserted dispute,  $______
               offset, discount, counterclaim, or other claim or 
               defense of account debtor or to any asserted claim on 
               the part of the account debtor denying liability under 
               such Account         

          e.   Accounts which Borrower or any Restricted  Subsidiary $______
               may not assign or grant a security interest to 
               Administrative Lender          


<PAGE>

          f.   Accounts not evidenced by an invoice rendered to the  $______
               account debtor         

          g.   Accounts evidenced by chattel paper, promissory notes,$______
               or other instruments or the result of a conditional 
               sales agreement       

          h.   Accounts subject to a Lien in favor of any Person     $______
               other than Administrative Lender other than Permitted 
               Liens       

          i.   Accounts due and payable for more than 90 days from   $______
               invoice date      

          j.   Accounts of account debtors primarily conducting      $______
               business in and organized under a jurisdiction outside 
               the United States         

          k.   Accounts where the account debtor is a federal, state $______
               or local governmental body        

          l.   Accounts where the account debtor is the subject of a $______
               proceeding under a Debtor Relief Law          

          m.   Accounts of account debtors who have more than 50% of $______
               accounts due and payable for more than 30 days from 
               invoice date          

          n.   Accounts not subject to a fully perfected first       $______
               priority security interest in favor of Administrative 
               Lender        

          o.   Accounts where the account debtor is an Affiliate or  $______
               employee         

          Ineligible Accounts                                            $______

     3.   Eligible Accounts [(1) - (2)]                                  $______

     4.   Eligible Accounts included in Borrowing Base [75%x(3)]         $______


                                                  COMPUSA INC.



                                                  By:___________________________
                                                       Name:____________________
                                                       Title:___________________


                                       2