RETENTION AGREEMENT



                   This Retention  Agreement is dated as of April 4, 2001 and is
between Merisel  Americas,  Inc., a Delaware  corporation (the  "Company"),  and
Jeffrey Hansen ("Associate").

         The Company and Associate 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 provided
for in paragraph 2 hereunder or as the same may be increased  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)  "Benefit  Period"  shall mean the number of months of Base  Salary
that Associate is entitled to be paid as a severance  payment under  paragraph 4
hereunder.

         (c) The "Company" shall mean Merisel  Americas,  Inc., a Delaware
corporation,  and each of its successor enterprises that result from any merger,
consolidation, reorganization, sale of assets or otherwise.

         (d) A resignation by Associate shall be with "Good Reason" if after the
date hereof (i)  without  Associate's  prior  written  approval,  the Company or
Optisel  requires  Associate to be based  anywhere other than  Associate's  then
current  location,  it being understood that required travel on the Company's or
Optisel's business to an extent consistent with Associate's normal and customary
business travel  obligations does not constitute "Good Reason," or (ii) there is
a  reduction  in  Associate's  Base  Salary,  except  that  an  across-the-board
reduction in the salary  level of all of the  Company's  executives  in the same
percentage  amount  as  part of a  general  salary  level  reduction  shall  not
constitute "Good Reason."

         (e) "Optisel" shall mean Optisel,  Inc., a Delaware  corporation  and
wholly owned  subsidiary of Merisel, Inc.,  the sole  stockholder  of the
Company,  and each of its successor  enterprises  that result from any merger,
consolidation, reorganization sale of assets or otherwise.

         (f)  "Termination  for  Cause"  shall  mean if the  Company  or Optisel
terminates Associate's employment for any of the following reasons:  Associate's
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 the  Company's  or  Optisel'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.
<PAGE>

2.       Terms of Employment.
----------------------------

         (a)  Effective  as of the  date  hereof,  Associate  shall  assume  the
position of President of Optisel. In addition to the normal  responsibilities of
the position, Associate's prime objectives will be to obtain clients for Optisel
and, if requested by the Company,  undertake such activities as are necessary or
desirable in connection with the sale or potential sale of Optisel. In addition,
Associate  shall  assist  in  developing  a  transition  strategy  and  plan for
relocating  Optisel from  Charlottesville  to Los Angeles,  including  hiring an
individual  to serve as President  or as a senior sales  executive to manage the
Optisel business and the Company's software licensing business.

         (b) Associate  shall be paid a base salary of $225,000,  effective with
the pay period commencing February 26, 2001.

         3. Bonus Payments.
            --------------

         (a) The Company or Optisel shall pay to Associate  $5,000 (the "Monthly
Retention  Bonus")  for each month  commencing  with  March 2001 and  continuing
through May 2001,  provided that Associate remains an employee of the Company or
Optisel  through June 1, 2001.  Such payment  shall be made on the first regular
paydate in June 2001.  If  Associate's  employment  with  Optisel or the Company
terminates  on or prior to June 1, 2001 for any reason other than as a result of
Termination for Cause, death or permanent disability, or Associate's resignation
without Good Reason,  Associate  shall be paid the Monthly  Retention  Bonus for
each full month  commencing  with March 2001 that  Associate was employed by the
Company or Optisel.

         (b) If a Sale  Transaction is completed on or prior to May 15, 2001 and
Associate  remains an employee of Optisel or the Company through such completion
date, unless Associate's employment with Optisel or the Company terminates prior
to such completion date for any reason other than as a result of Termination for
Cause, death or permanent  disability,  or Associate's  resignation without Good
Reason,  then the Company or Optisel  shall make a lump sum payment to Associate
equal to  $30,000.  "Sale  Transaction"  shall mean a  transaction  in which the
capital stock of, or substantially  all of the assets of, Optisel are sold to an
unrelated  third party,  provided  that the third party intends to use Optisel's
assets in the operation of an on-going business.

         (c)  Associate  shall be entitled to a bonus payment of $5,000 for each
client that, on or prior to June 1, 2001,  enters into an agreement with Optisel
for  logistics  and/or  e-services to be provided for not less than three months
where the  forecasted  volume is at least an average of 500 units per day during
the first three  months the  services  are to be provided  under the  agreement,
provided  that  Associate  is an  employee of Optisel or the Company on the date
such  agreement is executed.  Any such bonus  payments  shall be earned and paid
only upon the achievement of such minimum forecasted volume.
<PAGE>

         (d) Associate  shall be eligible to  participate  in an incentive  plan
tied to the  performance  of Optisel's  business  with an annual bonus target of
$70,000 for 2001.  Provided that Associate remains an employee of the Company or
Optisel  through  December  31,  2001,  on the  first  regular  paydate  in 2002
Associate  shall be paid a minimum  annual  bonus of $35,000 to the extent  such
amount has not been previously paid or is not payable  pursuant to the following
sentence. Associate shall be entitled to be paid $17,500 of his annual bonus for
each single or client combination (not to exceed two payments) that, on or prior
to December 31, 2001, enters into an agreement with Optisel for logistics and/or
e-services to be provided for not less than six months for each client where the
forecasted volume is at least an average of 2,000 units per day during the first
six months the services are to be provided  under the  agreement,  provided that
Associate is an employee of Optisel or the Company on the date such agreement is
executed.  Any such  bonus  payments  shall be  earned  and paid  only  upon the
achievement of such minimum forecasted volume.

         4. Severance  Obligations.  If Associate's employment by the Company or
Merisel  Americas  terminates  for  any  reason  other  than  as a  result  of a
Termination for Cause, death or permanent disability, or Associate's resignation
without  Good Reason,  then:  (A) the Company  shall pay  Associate as severance
compensation  an amount equal to 50 percent of  Associate's  Base Salary,  which
shall be paid to Associate  bi-weekly  over a period of six months in accordance
with  the  Company's  standard  payroll  practices,  and (B) the  Company  shall
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  termination)  under the Company's  health  insurance plans for a six-month
period  following  the  date of such  termination.  The  payments  to be made to
Associate upon a termination contemplated by this paragraph 4 are in addition to
the payments made to employees by the Company or Optisel upon termination in the
ordinary course,  such as reimbursement  for business  expenses and vacation pay
through the date of termination.

         5.  Withholding.  The Company  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.

         6. At-Will Employee; Termination of Employment. The Company and Optisel
shall have no  obligation  to retain or continue  Associate  as an employee  and
Associate's employment status as an "at-will" employee of the Company or Optisel
is not affected by this Agreement.  The termination of Associate's employment by
one  of the  Company  or  Optisel  shall  not be  considered  a  termination  of
employment for purposes of this Agreement if Associate is or becomes an employee
of the other or an affiliate of either the Company or Optisel.

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

         8.  Associate's  Obligations.  In exchange for the Company  agreeing to
provide the above-described  benefits to Associate,  Associate agrees that prior

<PAGE>

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

         9.  Confidentiality.  Associate agrees that the terms of this Agreement
and the amount and nature of all payments received by Associate  hereunder shall
remain  confidential  and shall not be disclosed to any other person (other than
Associate's  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.

         10.  Arbitration.  Any dispute that may arise between Associate and the
Company or Optisel 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 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,  except that the Company
shall pay the fees of the arbitrator.

         11.  Miscellaneous.  This Agreement  shall be binding upon and inure to
the benefit of the Company 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. This Agreement,  together with the
Merisel  Employment  Agreement  entered into between  Associate and the Company,
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  the  Retention  Agreement  dated as of November  10, 2000
between Associate and the Company.  Neither party has made any other agreements,
representations,  or warranties to the other with respect to the subject  matter
of this  Agreement.  This  Agreement may be amended only by a written  agreement
signed by both parties.  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.  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.
<PAGE>

         11.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument,  which shall be effective upon the
execution  hereof by all of the parties  hereto.  A complete set of counterparts
shall be made available to each party hereto.


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

MERISEL AMERICAS, INC.


By:
   --------------------------------------------------
      Timothy N. Jenson
      Chief Executive Officer


JEFFREY HANSEN