CHANGE OF CONTROL AGREEMENT


         This Change of Control  Agreement is dated as of August 18, 1999 and
is between  Merisel,  Inc.,  a Delaware  corporation  (the  "Company"),  Merisel
Americas,  Inc.,  a Delaware  corporation  ("Americas"),  and James R.  Stephens
("Associate").

         The  Company  and  Americas  desire to retain  Associate.  Accordingly,
Associate, the Company and Americas desire to set forth the terms and conditions
governing  Associate's  employment by Americas following a Change of Control (as
defined below). Associate, the Company and Americas 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)  The  "Company"  shall  mean  Merisel,  Inc.,  a  Delaware
corporation, and each of its successor enterprises that results from any merger,
consolidation,  reorganization, sale of assets or otherwise. As used herein, the
term  "Americas"  shall  also  include  each  successor  enterprise  of  Merisel
Americas, Inc. that results from any merger, consolidation, reorganization, sale
of assets or otherwise.

                  (c) An "Americas Change of Control" shall have occurred if (i)
any person, corporation,  partnership, trust, association,  enterprise or group,
other  than  the  Company,  shall  become  the  beneficial  owner,  directly  or
indirectly,  of outstanding capital stock of Americas possessing at least 50% of
the voting  power (for the election of  directors)  of the  outstanding  capital
stock of Americas,  or (ii) there shall be a sale of all or substantially all of
Americas' assets or Americas shall merge or consolidate with another corporation
and the  stockholders of Americas  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 Americas before the
transaction.  A  "Company  Change of  Control"  shall have  occurred  if (i) any
person, corporation,  partnership, trust, association, enterprise or group shall
become the  beneficial  owner,  directly or indirectly,  of outstanding  capital
stock of the  Company  possessing  at least  50% of the  voting  power  (for the
election of directors) of the outstanding  capital stock of the Company, or (ii)
there shall be a sale of all or substantially all of the Company's assets or the
Company shall merge or consolidate with another corporation and the stockholders
of the Company  immediately  prior to such  transaction do not own,  immediately

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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  the  Company  before  the
transaction.  A  "Change  of  Control"  shall be the first to occur of a Company
Change of Control or an Americas Change of Control.

                  (d)  "Covered   Termination"   shall  mean  any  cessation  of
Associate's  employment  by Americas 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
constitute  a material  reduction  in  Associate's  job  responsibilities,  (ii)
without  Associate's prior written approval,  Americas requires  Associate to be
based anywhere other than Associate's then current location, it being understood
that  required  travel  on  Americas'  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
Americas'  associates  and  similarly  situated  employees of any  purchasing or
surviving  corporation 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 the Company or Americas fails
to furnish Associate with the assumption agreement required by Section 8 hereof.

                  (f) "Termination for Cause" shall mean if Americas  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 Americas' 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, 2001.

         2.       At-Will  Employee.  Americas  shall have no  obligation  to
retain or continue Associate as an employee and Associate's employment status as
an "at-will" employee of Americas is not affected by this Agreement.

         3.  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)

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on the effective date of such Covered Termination, the Company or Americas shall
make a lump sum payment to Associate  equal to twelve (12) months of Associate's
Base Salary;  and (B) the Company or Americas will  reimburse  Associate for the
cost  of  Associate's  COBRA  payments  (at the  level  of  coverage,  including
dependent  care  coverage,  as in  effect  immediately  prior  to  such  Covered
Termination)  under the Company's health insurance plans for a twelve (12) month
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  Americas  upon  termination  in  the  ordinary  course,  such  as
reimbursement  for  business  expenses  and  vacation  pay  through  the date of
termination.  The  obligations  of the Company and Americas  hereunder  shall be
joint and several.

         4. Withholding.  The Company or Americas,  as applicable,  shall deduct
from all payments paid to Associate  under this  Agreement any required  amounts
for social security, federal and state income tax withholding,  federal or state
unemployment  insurance  contributions,  and state  disability  insurance or any
other required taxes.

         5. Benefit Reduction. In the event any payments are required to be made
pursuant to Section 3 hereof,  the first dollar amount of such payments shall be
reduced to the extent  necessary to assure that the  payments  that are received
pursuant to the terms and  conditions  of this  Agreement  which are  "parachute
payments"  under Internal  Revenue Code Section 280G (or any successor  section)
and the Department of Treasury  regulations  issued thereunder do not exceed the
maximum amount which may be paid hereunder without such amounts being treated as
subject to a loss of a federal income tax deduction under such section.

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

         7.  Associate's  Obligations.  In exchange  for the Company or Americas
providing the above-described benefits to Associate, Associate agrees that prior
to receiving any severance  compensation from the Company or Americas in respect
of  such  Covered  Termination,  whether  under  this  Agreement  or  otherwise,
Associate   will   execute   and   deliver  to  the  Company  a  Release  and  a
Confidentiality  Agreement, each substantially in the form provided to Associate
with this Agreement.

         8.  Assumption  Agreement.  The Company and  Americas  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 the Company
or Americas,  as the case may be,  expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company or Americas
would be required to perform it whether or not such succession had taken place.

         9.  Arbitration.  Any dispute that may arise between  Associate and the
Company  and/or  Americas in  connection  with or  relating  to this  Agreement,
including any monetary claim arising from 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

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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  her or his  own
attorney's fees and costs in connection with any such arbitration and each party
shall  pay half of all  costs  associated  with the  arbitration  including  the
arbitrator's fees.

         10.  Miscellaneous.  This Agreement  shall be binding upon and inure to
the benefit of Company,  Americas 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 the Company  and  Americas.  This  Agreement
together with the Merisel  Employment  Agreement  signed by Associate sets forth
the parties' entire agreement with regard to the subject matter hereof. No other
agreements, representations, or warranties have been made by either party to the
other with respect to the subject matter of this  Agreement.  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
State of  California.  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, INC.                                     James R. Stephens


By:
   -----------------------------------------      ----------------------------
Name: Dwight A. Steffensen
Title:   Chief Executive Officer


MERISEL AMERICAS, INC.


By:
   -----------------------------------------
Name: Dwight A. Steffensen
Title:   Chief Executive Officer