WAIVER AND RELEASE AGREEMENT


         THIS WAIVER AND RELEASE  AGREEMENT  ("Agreement")  is entered into as
of this 8th day of November, 2000, between Merisel, Inc., a Delaware corporation
(the "Company"), and Dwight A. Steffensen ("Executive").

         WHEREAS,  the Executive has been  employed by the Company in the
capacity of Chief Executive Officer and President;

         WHEREAS,  effective as of August 4, 2000, the Board of Directors of the
Company removed Executive as Chairman of the Board,  Chief Executive Officer and
President of the Company; and

         WHEREAS,  Executive has entered into (i) an Employment  Agreement dated
as of February  12, 1997  between  Executive  and the Company  (the  "Employment
Agreement"),  (ii) an Indemnity  Agreement dated as of February 12, 1996 between
Executive and the Company and (iii) various stock option agreements  pursuant to
which the Company has granted stock options to Executive  (collectively with the
Merisel   Employment   Agreement  and  the  Indemnity   Agreement,   the  "Other
Agreements").

         NOW, THEREFORE, the parties hereby agree as follows:

         1. Release by Executive.  Executive hereby  releases,  covenants not to
sue and holds harmless the Company and any direct or indirect parent, subsidiary
or affiliate of the Company  (collectively,  the "Company  Entities")  and their
respective  employee  benefit  plans,  together  with the  directors,  trustees,
officers,  employees and agents of the Company  Entities,  and their  respective
heirs, executors and administrators,  successors and assigns (collectively,  the
"Released  Parties"),  with  respect  to and  from  any and all  claims,  wages,
demands, rights, liens, agreements, contracts, covenants, actions, suits, causes
of action,  obligations,  debts,  costs,  expenses,  attorneys'  fees,  damages,
judgments,  orders  and  liabilities  of any kind  whatsoever  or nature in law,
equity or otherwise, including, but not limited to, any claims arising under the
Age  Discrimination in Employment Act, the Older Workers Benefit  Protection Act
of 1990,  Title  VII of the Civil  Rights  Act of 1964,  the Equal Pay Act,  the
Employee  Retirement  Income Security Act of 1986, the Fair Labor Standards Act,
and the Consolidated  Omnibus Budget  Reconciliation Act of 1986, whether now or
hereafter known or unknown, suspected or unsuspected  (collectively,  "Claims"),
which Executive may have against (i) the Company Entities arising out of any act
or omission  occurring before the date hereof,  including,  without  limitation,
claims arising out of or in connection with Executive's employment by any of the
Company  Entities  or the  termination  of  Executive's  employment  or (ii) the
Released  Parties  other than the  Company  Entities  arising  out of any act or
omission occurring before the date hereof relating in any manner to the business
of the Company Entities, including, without limitation, claims arising out of or
in connection with Executive's  employment by any of the Company Entities or the
termination of Executive's  employment;  provided,  however, that this Agreement
shall  not  operate  so as to  terminate  any of  the  provisions  of the  Other
Agreements that have not by their own terms already expired except to the extent

<PAGE>

specifically  stated herein.  Executive  represents that he has not assigned any
Claim or portion thereof.  Notwithstanding  the foregoing,  this Section 1 shall
not be effective with respect to any Released Party that makes any claim against
Executive covered by Section 2 hereof or that would have been covered by Section
2 hereof if such Released Party were a Company Entity.

         2. Release by Company. The Company, on behalf of itself and the Company
Entities, hereby releases, covenants not to sue and holds harmless Executive and
his heirs,  executors and administrators,  successors and assigns (collectively,
the "Executive Released Parties"),  with respect to and from any and all claims,
demands, rights, liens, agreements, contracts, covenants, actions, suits, causes
of action,  obligations,  debts,  costs,  expenses,  attorneys'  fees,  damages,
judgments,  orders  and  liabilities  of any kind  whatsoever  or nature in law,
equity or  otherwise,  whether now or hereafter  known or unknown,  suspected or
unsuspected  (collectively,  "Company Claims"), which the Company or any Company
Entity may have against Executive  arising out of any act or omission  occurring
before the date hereof, including, without limitation,  claims arising out of or
in  connection  with  Executive's  employment  by any of the  Company  Entities;
provided,  however, that this Agreement shall not operate so as to terminate any
of the  provisions  of the  Other  Agreements  that  have not by their own terms
already  expired except to the extent  specifically  stated herein.  The Company
represents  that it has not assigned any Company  Claim or any portion  thereof.
Notwithstanding  the  foregoing,  this  Section  2 shall not be  effective  with
respect to any Executive Released Party that makes any claim against the Company
or any Company Entity covered by Section 1 hereof.

         3.  Acknowledgment and Waiver. The parties hereto acknowledge that each
party has expressly bargained for the benefits accruing to such party under this
Agreement.  Executive  further  acknowledges  that this  Agreement is a full and
final  release of all Claims.  Each party waives any right to any benefits  that
may be  available  to such party  under the  provisions  of Section  1542 of the
California Civil Code, to the extent applicable, which provides as follows:

         "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE CREDITOR  DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING  THE RELEASE,
WHICH IF KNOW BY HIM MUST  HAVE  MATERIALLY  AFFECTED  HIS  SETTLEMENT  WITH THE
DEBTOR."

         In  connection  with the above  waiver,  each  party is aware that such
party may hereafter  discover  claims or facts in addition to or different  from
those such party now knows or  believes  to exist  with  respect to the  subject
matter  of this  instrument  or the  Released  Parties  or,  in the  case of the
Company,  the Company Released Parties.  However,  each party hereby settles and
releases all of the claims that such party may have against the Released Parties
or, in the case of the Company, the Company Released Parties, in either case, to
the extent provided in this Agreement.  Notwithstanding anything to the contrary
in this Agreement,  none of the covenants,  representations or warranties of any
party  as  provided  in  this  Agreement  is  being  released  pursuant  to this
Agreement.



<PAGE>


  4. Consideration.  In exchange for Executive's execution of this Agreement,
the Company agrees to:


(i)       keep Executive on the Company's  payroll  through  October 31, 2000 at
          Executive's  base salary in effect on August 4, 2000, with payments to
          be made in accordance with the Company's standard payroll policies and
          the Employment Agreement;
(ii)      pay to Executive a lump sum payment in an amount  equal to  $400,000,
          less amounts required to be withheld;
(iii)     assign the car lease associated with the 1995 Mercedes Benz 500SL to
          Executive, provided that Executive
          agrees to assume the Company's obligations thereunder;
(iv)      extend the period  during which  Executive is entitled to exercise the
          stock  options  that were  vested as of August 7, 2000 to  February 7,
          2003; and
(v)       release Executive from any obligations under Section 9.2 of the
          Employment Agreement.

         5.  Resignation  by  Executive  as a  Director.  Concurrently  with the
execution of this  Agreement,  Executive  agrees to submit his  resignation as a
Director  of the  Company  effective  as of the date  seven  days after the date
hereof.

          6. Confidentiality.  Executive agrees that the terms and conditions of
this Agreement shall remain confidential and shall not be disclosed to any other
person  (other  than  Executive's   immediate  family  members,   attorneys  and
accountants who shall be informed of and bound by the confidentiality provisions
of this  Agreement)  other than as required  by court  order,  legal  process or
applicable law or as otherwise agreed to by the Company and Executive. Executive
also agrees that as a Director,  Officer  and  employee of the  Company,  he has
received confidential information,  including,  without limitation,  information
which  would be  protected  by the  attorney-client  privilege  or  work-product
doctrine,  and Executive  further  agrees not to disclose any such  confidential
information to anyone other than Executive's  attorney unless compelled to do so
by legal  process and  Executive has first given the Company at least five days'
advance written notification of his intention to disclose or such shorter period
as is reasonably practicable.

         7.  Further  Assurances  and  Future   Cooperation.   The  Company  and
Executive,  without further consideration,  agree to cooperate fully and execute
any and all documents, and to take all additional actions that may be necessary,
convenient or  appropriate  to give full force and effect to the basic terms and
intent of this  Agreement.  In addition,  Executive  agrees to cooperate in good
faith  with the  Company  and its  counsel  in  connection  with any  pending or
subsequent  administrative  proceeding,  mediation,  arbitration  or  litigation
including,   without   limitation,   providing   information  and/or  documents,
participating  in informal  interviews,  and  appearing for  depositions  and/or
testimony.  The Company agrees to reimburse  Executive for any costs incurred by
Executive at the request of the Company.  Executive further agrees to notify the
Company immediately,  telephonically and in writing, of any subpoena,  interview
or deposition,  or any request therefor, with respect to his employment with the
Company.  The  Company  agrees  to be bound  under  the  terms of the  Indemnity
Agreement dated as of February 12, 1996 between the Company and Executive.
<PAGE>

         8. No  Admissions.  Executive  agrees and  acknowledges  that this
Agreement  is not to be  construed  as an  admission  of  any  violation  of any
federal,  state  or  local  statutes,  ordinances  or  regulations  of any  duty
allegedly owed by any Released Party to Executive.

         9. Time  Periods.  Executive  acknowledges  and agrees that he has been
advised to consult with an attorney prior to executing this  Agreement;  that to
the extent he has  desired he has  availed  himself of that  right;  that he has
carefully read and understand all of the provisions of this  Agreement;  that he
was given twenty-one (21) days in which to consider this Agreement;  that he may
revoke this  agreement  within seven (7) days after he has executed it; and that
he is voluntarily entering into this Agreement.

         10. No  Inducements.  Executive  further  warrants  that no  promise or
inducement  for this  Agreement has been made except as set forth  herein,  that
this Agreement is executed without reliance upon any statement or representation
by any Released Party concerning any fact material to his act in releasing them,
and that he is legally  competent  to execute  this  Agreement  and accept  full
responsibility  therefor.  The  Company  further  warrants  that no  promise  or
inducement  for this  Agreement has been made except as set forth  herein,  that
this Agreement is executed without reliance upon any statement or representation
by any Executive  Released  Party  concerning any fact material to the Company's
act in  releasing  them,  and  that the  execution  of this  Agreement  has been
authorized by all necessary corporate action.

         11. Invalidity.  Should any provisions of this Agreement be declared to
be or be determined  by any court to be illegal or invalid,  the validity of the
remaining  parts,  terms or  provisions  shall not be affected  thereby and said
illegal or invalid  part,  term or  provision  shall be deemed not to be part of
this Agreement.

         12.  Arbitration.  Any dispute that may arise between Executive and the
Company or any other  Released  Party in  connection  with or  relating  to this
Agreement  will be  submitted to final and binding  arbitration  in Los Angeles,
California, in accordance with the rules of the American Arbitration Association
("AAA")  then  in  effect.  Such  arbitration  shall  proceed  before  a  single
arbitrator who shall be selected by the mutual agreement of the parties.  If the
parties are unable to agree on the selection of an arbitrator,  such  arbitrator
shall be selected in accordance with the Employment Dispute Resolution Rules and
procedures of the AAA. The decision of the arbitrator,  including  determination
of the amount of any damages suffered, shall be conclusive, final and binding on
such  arbitrating  parties,   their  respective  heirs,  legal  representatives,
successors,  and assigns.  Each party to any such  arbitration  proceeding shall
bear such  party's own  attorney's  fees and costs in  connection  with any such
arbitration, except that the Company shall pay the fees of the arbitrator.

         13.  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties  hereto and their  successors  and  assigns;
provided that Executive  shall not assign any of his rights or duties under this
Agreement without the express prior written consent of the Company.

         14.  Applicable  Law. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of California.
<PAGE>

         IN WITNESS  WHEREOF,  this Waiver and Release  Agreement  has been duly
executed as of the date first set forth above.


                                    MERISEL, INC.



                                    By: ________________________________
                                         Name:
                                         Title:



                                         DWIGHT A. STEFFENSEN


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