CHANGE OF CONTROL AGREEMENT



         This Change of Control  Agreement is dated as of February 1, 2001 and
is between  Merisel Canada Inc., an Ontario  corporation ("Canada"), and
Mitchell Martin ("Associate").


         Canada desires to retain Associate.  Accordingly,  Associate and Canada
desire to set forth the terms and conditions governing Associate's employment by
Canada  following a Change of Control (as defined  below).  Associate and Canada
hereby agree as follows:

         1.       Definitions.  For purposes of this Agreement, the following
terms shall have the meanings set forth below:


                  (a) "Base Salary" shall mean Associate's annual base salary as
in effect on the business  day  preceding a Change of Control or as the same may
be increased  thereafter from time to time,  exclusive of any bonus or incentive
compensation,  benefits  (whether standard or special),  automobile  allowances,
relocation or tax equalization payments,  pension payments or reimbursements for
professional services.

                  (b)      "Canada"  shall  include each  successor  enterprise
of Merisel  Canada Inc.  that results from any merger, consolidation,
reorganization, sale of assets or otherwise.

                  (c) A "Change  of  Control"  shall  have  occurred  if (i) any
person, corporation, partnership, trust, association, enterprise or group, other
than the Merisel,  Inc.,  Merisel Americas,  Inc. or one of their  subsidiaries,
shall  become the  beneficial  owner,  directly or  indirectly,  of  outstanding
capital  stock of Canada  possessing  at least 50% of the voting  power (for the
election of directors) of the outstanding capital stock of Canada, or (ii) there
shall be a sale of all or  substantially  all of Canada's assets or Canada shall
merge or consolidate  with another  corporation  and the  stockholders of Canada
immediately  prior  to such  transaction  do not  own,  immediately  after  such
transaction, stock of the purchasing or surviving corporation in the transaction
(or of the  parent  corporation  of the  purchasing  or  surviving  corporation)
possessing  more than 50% of the voting power (for the election of directors) of
the  outstanding  capital stock of that  corporation,  which  ownership shall be
measured  without  regard to any stock of the  purchasing,  surviving  or parent
corporation owned by the stockholders of Canada before the transaction.

                  (d)  "Covered   Termination"   shall  mean  any  cessation  of
Associate's  employment  by Canada that occurs  after a Change of Control  other
than as a  result  of (i)  Termination  for  Cause,  (ii)  Associate's  death or
permanent disability,  or (iii) Associate's  resignation without Good Reason (as
hereinafter defined).

                  (e) A resignation by Associate  shall be with "Good Reason" if
after a Change of Control (i) there has been a material reduction in Associate's
job responsibilities  from those that existed immediately prior to the Change of
Control,  it being  understood  that a mere  change  in title  alone  shall  not

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constitute  a material  reduction  in  Associate's  job  responsibilities,  (ii)
without  Associate's  prior written  approval,  Canada requires  Associate to be
based anywhere other than Associate's then current location, it being understood
that  required  travel  on  Canada's  business  to  an  extent  consistent  with
Associate's  business travel obligations prior to the Change of Control does not
constitute "Good Reason," (iii) there is a reduction in Associate's Base Salary,
except that an across-the-board reduction in the salary level of all of Canada's
associates  in the same  percentage  amount  as part of a general  salary  level
reduction  shall not  constitute  "Good  Reason," or (iv) a successor  to all or
substantially  all of the  business  and  assets  of  Canada  fails  to  furnish
Associate with the assumption agreement required by Section 6 hereof.

                  (f)  "Termination  for Cause" shall mean if Canada  terminates
Associate's  employment for any of the following reasons:  Associate  misconduct
(misconduct  includes  physical  assault,   insubordination,   falsification  or
misrepresentation  of facts  on  company  records,  fraud,  dishonesty,  willful
destruction of company property or assets, or harassment of another associate by
Associate in violation of Canada's policies);  excessive  absenteeism;  abuse of
sick  time;  or  Associate's  conviction  for or a plea  of nolo  contendere  by
Associate to a felony or any crime involving moral turpitude.

                  (g)      "Expiration Date" shall mean July 31, 2002.

         2.  Covered  Termination  Following  Change of Control.  If a Change of
Control  shall  occur  on  or  before  the  Expiration  Date  and  if a  Covered
Termination  shall occur within one year after the Change of Control,  then: (A)
Canada  shall pay  Associate as  severance  compensation  an amount equal to one
times  Associate's  Base Salary,  which shall be paid to Associate  bi-weekly in
equal amounts over a period of fifty-two (52) weeks in accordance  with Canada's
standard payroll practices and (B) Canada will reimburse  Associate for the cost
of Associate's extended health coverage (including dental care) payments (at the
level of coverage,  including dependent care coverage,  as in effect immediately
prior to such Covered  Termination)  under Canada's health insurance plans for a
fifty-two (52) week period  following the date of the Covered  Termination.  The
payments to be made to Associate upon a Covered  Termination  are in addition to
the  payments  made to  employees  by Canada upon  termination  in the  ordinary
course, such as reimbursement for business expenses and vacation pay through the
date of termination.  The amount of any pay in lieu of notice to which Associate
is entitled upon termination of employment,  including statutory termination pay
and severance  pay, if any,  shall be reduced by the payments made or to be made
to Associate under this section.

         3.       Withholding. Canada shall deduct from all payments paid to
Associate under this Agreement any statutory deductions.


         4.       Mitigation.  Associate shall have no obligation to mitigate
the amount of any payment  provided for in this Agreement by seeking employment
or otherwise.

         5.  Associate's  Obligations.  In  exchange  for Canada  providing  the
above-described benefits to Associate,  Associate agrees that prior to receiving

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any severance  compensation from Canada in respect of such Covered  Termination,
whether under this Agreement or otherwise, Associate will execute and deliver to
Canada a Waiver,  Release and Confidentiality  Agreement in the form provided by
Canada.

         6.  Assumption  Agreement.  Canada will require any successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the business and assets of Canada  expressly to assume and
agree to perform  this  Agreement in the same manner and to the same extent that
Canada would be required to perform it whether or not such  succession had taken
place.

         7. Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of Canada and Associate; provided that Associate shall not assign any of
Associate's  rights or duties  under this  Agreement  without the express  prior
written consent of Canada.  This Agreement  together with the Merisel Employment
Agreement  signed by Associate  sets forth the parties'  entire  agreement  with
regard to the  subject  matter  hereof  and  supersedes  any  other  agreements,
representations, or warranties made by either party to the other with respect to
the subject matter of this Agreement,  including any change of control agreement
entered  into prior to the date  hereof  between  Associate  and  Canada  and/or
Merisel,  Inc. This Agreement may be amended only by a written  agreement signed
by the parties  hereto.  This  Agreement  shall be governed by and  construed in
accordance with the laws of the Province of Ontario.  Any waiver by either party
of any breach of any  provision  of this  Agreement  shall not  operate as or be
construed as a waiver of any subsequent breach. If any legal action is necessary
to enforce the terms of this Agreement,  the prevailing  party shall be entitled
to  reasonable  attorneys'  fees in addition  to any other  relief to which that
party may be entitled.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the day and year first written above.

MERISEL CANADA INC.                               Mitchell Martin


By:
   -----------------------------------------      ----------------------------
Name: Timothy N. Jenson
Title: Executive Vice President