MERISEL, INC.
                       1997 Stock Award and Incentive Plan
                       Nonqualified Stock Option Agreement


                  This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is
entered into this 14th day of January,  1998 (the "Grant Date"),  by and between
MERISEL,  INC., a Delaware corporation (the "Company"),  and FirstName LastName,
an employee of the Company (the  "Optionee").  Any capitalized terms not defined
herein shall have the meaning set forth in the Plan (as defined below).

                  1.  Grant of Option

                  Pursuant to the Merisel,  Inc.  1997 Stock Award and Incentive
Plan (the  "Plan"),  the  Committee  has  determined  that the Optionee is to be
granted,  on the terms and conditions set forth herein (and subject to the terms
and  provisions  of the Plan),  a  nonqualified  stock  option (an  "Option") to
purchase shares of the Company's common stock, par value $.01 per share ("Common
Stock"),  and  hereby  grants  such  Option.  It is  intended  that  the  Option
constitute a  "nonqualified  stock option" and not an  "incentive  stock option"
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code").

                  2.  Number of Shares and Option Price

                  The Option  entitles the Optionee to purchase  Total shares of
Common Stock (the "Option  Shares") at an exercise price (the "Option Price") of
$4.06 per share.

                  3.  Term of Option and Agreement

                  Subject to Section 5 hereof,  the Option,  this  Agreement and
all rights to acquire Common Stock  hereunder shall expire when the first of the
following occurs:

                           (a)      the  expiration of ten years from the Grant
Date,  provided,  however,  that if the Optionee is a 10 percent  stockholder
of the Company as detailed in Section 422A(c)(8) of the Code, the expiration of
five years from the Grant Date;

                           (b)      the  date and time of the  termination  of
the  Optionee's  employment  by, or status as an  independent  contractor  of,
the Company or a  Subsidiary,  except that,  with respect to any Option that is
vested and  exercisable  under Section 4(b) hereof upon the date of such
termination,  this Agreement  shall expire on the  expiration  of three  months
from the date of such  termination  (unless by reason of death) or, if such
termination is by reason of Optionee's  Disability (as  defined  below),  the
expiration  of  one  year  from  the  date  of  such termination; and

                           (c)      the  expiration  of one year from the date
of  Optionee's  death if such  death occurs while  Optionee  is, or not later
than three  months  after  Optionee has ceased to be, an  employee  or
independent  contractor  of the  Company  or any Subsidiary.
<PAGE>

         "Disability"   means  the   inability   of  the   Optionee  to  perform
substantially his duties and  responsibilities to the Company or a Subsidiary by
reason of a physical or mental  disability  or  infirmity  (i) for a  continuous
period of six months or (ii) such earlier time as the Optionee  submits  medical
evidence satisfactory to the Company that he has a physical or mental disability
or infirmity  which will likely prevent him from returning to the performance of
his work duties for six months or longer.  The date of such Disability  shall be
on the last  day of such  six-month  period  or the day on  which  the  Optionee
submits such satisfactory medical evidence, as the case may be.

                  4.  Exercise of Option

                  Subject to the  restrictions  on exercise set forth in Section
10, this Option may be exercised by the Optionee (or, after his or her death, by
the person designated in Section 6) in accordance with the following provisions:

                           (a) this Option may be exercised by the Optionee
upon  delivery of the following to the Company at its principal executive
offices:

                                    (i)     a written  notice  of  exercise,  in
         a form  provided  by or  otherwise satisfactory  to the Secretary of
         the Company,  which  identifies  this Agreement  and states  the
         number  (which may not be less than 100) of shares of Common Stock then
         being purchased;

                                    (ii)  payment of the Option Price either (A)
         in lawful money of the United States of America in an amount  equal to
         the Option  Price in such form as is  acceptable to the Company or (B)
         by delivery of shares of Common Stock having a Fair Market Value (as of
         the date of exercise)  equal to the Option Price or (C) any combination
         of (A) and (B) which equals the Option  Price or (D) by  transacting  a
         "same  day  sale"  and  thereby executing a "cashless" option exercise
         provided such a transaction does not violate any applicable federal or
         state laws or regulations; and

                                    (iii) if  requested  by the  Company  either
         before or after the Company's receipt  of  the  notice  of  exercise,
         payment  in  such  form  as is acceptable  to the Company of the amount
         of any taxes (other than stock issue or transfer  taxes) that the
         Company is  obligated  to collect or withhold by reason of the exercise
         of this Option.

                           (b)  Subject to the  provisions  of the Plan and this
Agreement, this Option shall become
vested and exercisable in the following installments:

  Anniversary of                                           Percentage of Option
   Grant Date                                                Shares Exercisable

 First Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25%
 Second Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25%
 Third Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25%
 Fourth Year     . . . . . . . . . . . . . . . . . . . . . . . . . . . .25%
<PAGE>
                  The  installments  shall be cumulative,  such that this Option
may be exercised as to any or all of the Option Shares covered by an installment
at any time or times after the  installment  becomes vested and  exercisable and
until this Option expires or terminates. Any other provision of the Plan or this
Agreement  notwithstanding,  no further  exercise or vesting rights shall accrue
after Optionee ceases to be an employee or independent contractor of the Company
or a Subsidiary.  If the Optionee takes a leave of absence from the Company or a
Subsidiary  in  excess  of six  months'  duration,  other  than a sick  leave or
disability  leave (to be  determined in the sole  discretion of the  Committee),
then the date when any installment of this Option would otherwise  become vested
and exercisable under the foregoing schedule shall be delayed for a period equal
to the duration of such leave of absence.

                  (c) Notwithstanding any contrary provisions of this Agreement,
the Option may not be exercised unless the restrictions on exercise set forth in
Section 10 have been met.

                  (d) The  Company  retains  the right to amend the  schedule of
vesting, as set forth in Section 4(b) above, as follows:

                                    (i)     accelerate  any  unvested and
         unexercisable  portion of this Option to permit the  Optionee  to
         exercise  this  Option  with  respect to that accelerated  portion and
         any previously vested and exercisable  portion of the Option hereby
         granted; or

                                    (ii)   accelerate  the  date  by  which  any
         unexercised portion of this Option terminates,   requiring   the
         Optionee  to  exercise  the  vested  and unexercised portion of the
         Option or forfeit such Option; however, such date shall,  in no event,
         be less than two (2) weeks from the date the Optionee is informed in
         writing of such acceleration.

                  (e) After  receiving a proper  notice of exercise,  and timely
payment of the Option  Price and any  applicable  tax  withholding,  the Company
shall cause to be issued a certificate or certificates  for the Option Shares as
to which this Option has been  exercised,  registered  in the name of the person
exercising  this Option (or in the names of such person and his or her spouse as
community  property or as joint tenants with right of survivorship)  and bearing
any  appropriate   legends.   The  Company  shall  cause  such   certificate  or
certificates to be delivered to or upon the order of the person  exercising this
Option.

                  5.  Termination of Employment

                  Notwithstanding  any other  provision of this  Agreement,  the
Company shall retain the right to terminate  all  unexercised  Options,  whether
vested or not, granted to an Optionee  pursuant to the Plan if the employment of
such  Optionee is  terminated,  except if such  termination  of employment is by
reason of death or Disability.
<PAGE>

                  6.  Death of Optionee; No Assignment

                  The rights of the  Optionee  under this  Agreement  may not be
assigned  or  transferred  except  by  will  or  by  the  laws  of  descent  and
distribution or pursuant to a qualified domestic relations order ("QDRO").  This
Option shall be exercisable during the Optionee's  lifetime only by the Optionee
or his guardian or legal  representative or as otherwise provided by a QDRO. Any
attempt to assign this Option in  contravention  of this Agreement shall be void
and shall have no effect.  If the Optionee should die while he or she is, or not
later  than  three  months  after he or she has  ceased  to be, an  employee  or
independent  contractor  of the  Company  or a  Subsidiary,  his  or  her  legal
representative,  his or her  legatee,  or the person who  acquired  the right to
exercise this Option by reason of the death of such  Optionee  (this group shall
be collectively  known as "Successors")  succeeds to the Optionee's rights under
this Agreement.  After the death of such Optionee, only his or her Successor may
exercise this Option.

                  7.  No Employment or Service Contract

                  Nothing in this  Agreement  or the Plan shall  confer upon the
Optionee any right to continue in the  employment  or service of the Company (or
any parent  corporation of the Company or Subsidiary  employing or retaining the
Optionee)  for any period of time or  interfere  with or restrict in any way the
rights of the Company (or any parent  corporation  of the Company or  Subsidiary
employing or retaining the  Optionee) or the  Optionee,  which rights are hereby
expressly  reserved by each, to terminate the  employment of the Optionee at any
time for any reason whatsoever, with or without cause.

                  8.  No Rights as Stockholders

                  The  Optionee  shall  have no rights as a  stockholder  of any
Option  Shares  until the date of issuance of a stock  certificate  representing
such Shares.

                  9.  Agreement Subject To Plan

                  This  Agreement is made under the  provisions  of the Plan and
shall be  interpreted  in a manner  consistent  with it. Any  provision  in this
Agreement  inconsistent  with the Plan shall be  superseded  and governed by the
Plan. A copy of the Plan is available to the Optionee at the Company's principal
executive  offices  upon  request and without  charge.  Optionee  has  carefully
reviewed the Plan and  understands  the  restrictions on the Option Shares to be
purchased by Optionee pursuant to this Option.

                  10.  Restrictions on Exercise

                  This Option may not be exercised until (a) the issuance to the
Optionee  and the  resale  to the  public of the  Option  Shares  issuable  upon
exercise have been registered  under the Securities Act of 1933, as amended (the
"Act"), on a Form S-8 (or equivalent Form) and such issuance  otherwise complies
with applicable federal and state securities laws or (b) the Company receives an
opinion of counsel to Optionee in form and substance satisfactory to the Company
that (i) the issuance of such Shares is exempt from  registration  under the Act
and otherwise  complies  with federal and state  securities  laws,  and (ii) the
issuance  of such  Shares,  when  combined  with the  issuance of stock or other
securities of the Company  issuable  under any employee  stock option or related
plan, will not result in a violation of federal or state  securities  laws. As a
condition of the  exercise of this Option,  the Company may require the Optionee
to make any  representation  and  warranty  to the  Company as the  Company  may
request in order to comply with any applicable law or regulation.
<PAGE>

                  11.  No Disclosure

                  Optionee acknowledges and agrees that neither the Company, its
stockholders  nor its  directors  and  officers  has any duty or  obligation  to
disclose to the Optionee any material information  regarding the business of the
Company or affecting the value of the Common Stock at any time,  whether before,
at  the  time  of or  after  termination  of  the  Optionee  as an  employee  or
independent  contractor  of the  Company  or a  Subsidiary,  including,  without
limitation,  any information  concerning  plans for the Company to make a public
offering of its  securities,  to acquire  another entity or to be acquired by or
merged with or into another firm or entity.

                  12.  Investment Representation

                  Upon  the  exercise  of all or any  part of this  Option,  the
Committee  may require the Optionee to furnish to the Company an  agreement  (in
such form as the  Committee may specify) in which the Optionee  shall  represent
that the Option Shares are to be acquired for the Optionee's own account and not
with a view to the sale or distribution thereof.

                  13.  Authority of the Committee

                  The  Committee  shall have full  authority  to  interpret  and
construe  the terms of the Plan and this  Agreement.  The  determination  of the
Committee  as to any such of  interpretation  or  construction  shall be  final,
binding and conclusive.

                  14. Governing Law

                  This   Agreement   shall  be  governed  by  and  construed  in
accordance  with  the  laws  of the  State  of  California,  without  regard  to
principles of conflicts of laws.


<PAGE>



                  The Company and the Optionee have  executed this  Agreement as
of the date set forth in the first paragraph.

                                            MERISEL, INC.


                         By: ___________________________
                                 James E. Illson
                             Executive Vice President and
                               Chief Financial Officer


                                            The  undersigned  hereby accepts and
                                            agrees   to  all   the   terms   and
                                            provisions    of    the    foregoing
                                            Agreement  and to all the  terms and
                                            provisions   of  the   Plan   herein
                                            incorporated by reference.


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                                            Optionee

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                                            Address

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