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                                        AMENDMENT NO. 13 dated as
                              of January 31, 1996, to the
                              DISTRIBUTION AND SERVICES AGREEMENT
                              dated as of January 31, 1994, as
                              amended through the date hereof
                              (the "Agreement"), between VANSTAR
                              CORPORATION, a Delaware corporation
                              formerly known as ComputerLand
                              Corporation (the "Seller"), and
                              MERISEL FAB, INC., a Delaware
                              corporation (the "Buyer").
                              
                              
          The Seller, the Buyer and Merisel, Inc., a Delaware
corporation ("Merisel"), have entered into a letter of intent
dated July 12, 1995 (the "Letter of Intent"), regarding their
intent to amend the Agreement and to amend the Asset Purchase
Agreement dated as of January 31, 1994, among the Seller, the
Buyer and Merisel.  This Amendment No. 13 constitutes the
amendments to the Agreement contemplated by the Letter of Intent.

          NOW THEREFORE, for good and valuable consideration, the
parties do hereby agree as follows:

              Capitalized Terms; Effectiveness of Amendments.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Agreement.  Except as
otherwise provided in this Amendment No. 13, all amendments and
prior letters of agreement executed between the parties shall
continue in effect through the end of the Winding Down Period or
the earlier termination of the Agreement, except for the
following amendments and letters of agreement which shall
terminate commencing upon the effective date of this Amendment
No. 13: Amendments Nos. 1, 2 and 7; letter of agreement dated
March 31, 1995 entitled "Drop Ship Fee Reduction" and letter of
agreement dated September 15, 1995 relating to Apple Computer
distribution fees and rebates.

              Amendments to Section 1.1.

                  Effective as of April 1, 1995, the definition
of "Base Percentage" set forth in Section 1.1 of the Agreement is
amended to read in its entirety as follows:

                  "Base Percentage" means [*].
             
                  Effective as of April 1, 1995, the definition
of "Baseline Revenue" set forth in Section 1.1 of the Agreement
is amended to read in its entirety as follows:

                 "Baseline Revenue" means [*] for each calendar
          month.  For the period prior to February 1, 1996,
          Baseline Revenue is subject to adjustment pursuant to

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          Section 2.36 upon the occurrence of any Baseline
          Adjustment Event.
          
                  The definition of "Distribution Period" set
forth in Section 1.1 of the Agreement is amended by substituting
the phrase "the Scheduled Termination Date" for the date "January
31, 1996"; and Section 1.1 of the Agreement is amended by adding
thereto in appropriate alphabetical order the following
definition:

                  "Scheduled Termination Date" means
             April 30, 1997.
             
                  Effective as of April 1, 1995, the definition
of "Excess Percentage" set forth in Section 1.1 of the Agreement
is amended to read in its entirety as follows:

                  "Excess Percentage" means [*].
             
                  The definition of "Extended Payment
Termination Date" set forth in Section 1.1 of the Agreement is
amended to read in its entirety as follows:

                  "Extended Payment Termination Date"
             means the first to occur of (i) the
             termination of the Distribution Period and
             (ii) July 15, 1997.
             
                  Effective as of April 1, 1995, each of the
definitions of "Adjusted Freight", "Adjusted Freight Percentage",
"Adjusted Gross Margin", "Baseline Period", "Customer Freight
Accruals", and "Total MDF Percentage" set forth in Section 1.1 of
the Agreement is deleted in its entirety.

                  Section 1.1 of the Agreement is amended by
adding thereto in appropriate alphabetical order the following
definitions:

                  "Basic Extended Payment Amount" means,
             for any date on or after January 31, 1996
             set forth on Schedule 1.1-2A, the amount
             set forth in Column A opposite such date on
             such Schedule 1.1-2A; provided, however,
             that for any date on or after the date of
             termination of the Distribution Period, the
             Basic Extended Payment Amount shall be [*].
             
                  "Additional Extended Payment Amount"
             means (i) for any date prior to the
             Extended Payment Termination Date, the
             amount set forth in Column B opposite such
             date on Schedule 1.1-2A, and (ii) for any

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             date on or after the Extended Payment
             Termination Date, [*].
             
                  Effective as of April 1, 1995, clause (ii) of
the definition of "Material Default" set forth in Section 1.1 of
the Agreement is amended to read in its entirety as follows:

                  (ii) in the case of Buyer, the failure
             by Buyer to pay to Seller, when due in
             accordance with Section 2.5(a) or any other
             applicable Section hereof (including on any
             extended due date as provided in Section
             2.34), the Buyer Purchase Price for any
             products shipped by Seller hereunder, or
             any other amount due to Seller under this
             Agreement not later than 2 p.m., California
             time, on the date of receipt (or on the
             immediately following Business Day if such
             date of receipt is not a Business Day) by
             Buyer of notice from Seller stating the
             amount past due (a "Payment Failure"),
             which Payment Failure continues uncured for
             a period of 20 consecutive days; provided,
             however, that if, subject to Section
             2.5(d), Buyer in good faith disputes that
             it is obligated to pay all or any portion
             of any amount claimed by Seller hereunder,
             and Buyer has paid each amount not disputed
             in good faith to Seller not later than 2
             p.m., California time, on the date of
             receipt (or on the immediately following
             Business Day if such date of receipt is not
             a Business Day) by Buyer of the notice
             referred to in this sentence applicable to
             such amount, and (if the aggregate of all
             amounts in dispute exceed $1,000,000) has
             paid all disputed amounts into escrow
             pursuant to Section 2.26 not later than
             such time, then, pending resolution of such
             dispute pursuant to Article VIII hereof
             (whether pursuant to negotiation, mediation
             or litigation), the failure of Buyer to pay
             to Seller any amounts so disputed shall not
             constitute a Payment Failure for purposes
             of this definition.  Seller shall not be
             permitted to give any notice referred to in
             this clause (ii) prior to the first
             Business Day following the date any such
             payment was due and any such notice
             received after 12 noon, California time, on
             any day shall be deemed to have been
             received on the immediately following day.
             
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                  The definition of "Monthly Distribution Fee"
set forth in Section 1.1 of the Agreement is hereby amended by
adding thereto the following proviso:

                  , provided that, for purposes of the
             foregoing, [*] shall not include [*]
             
                  The definition of "Winding Down Period" set
forth in Section 1.1 of the Agreement is amended by replacing the
reference to "Section 6.2(a)" with a reference to "Section 7.1".

              Amendment to Section 2.2.  Clause (iii) of Section
2.2(e) of the Agreement is hereby amended to read in its entirety
as follows:

               (iii)  Buyer, in its sole discretion, overrides
          any such credit hold through the override function of
          CAMBAR.
          
              Amendment to Section 2.5.  Section 2.5(c) of the
Agreement is amended to read in its entirety as follows:

               (c)  Anything contained herein to the contrary
          notwithstanding, Seller may suspend all sales to Buyer
          under this Agreement, and all shipments to Customers on
          Buyer's behalf hereunder, if Buyer fails to pay to
          Seller, when due (after taking into account any right
          of set off to which Buyer is then entitled under
          Section 5.7) in accordance with Section 2.5(a) or any
          other applicable Section hereof (including on any
          extended due date as provided in Section 2.34), the
          Buyer Purchase Price for any products shipped by Seller
          hereunder, or any other amount due to Seller under this
          Agreement, not later than 2 p.m., California time, on
          the first Business Day after the date of receipt (or on
          the immediately following Business Day if such date of
          receipt is not a Business Day) by Buyer of notice from
          Seller stating the amount past due; provided, however,
          that if, subject to Section 2.5(d), Buyer in good faith
          disputes that it is obligated to pay all or any portion
          of any amount claimed by Seller hereunder, and Buyer
          has paid each amount not disputed in good faith to
          Seller not later than 2 p.m., California time, on the
          date of receipt (or on the immediately following
          Business Day if such date of receipt is not a Business
          Day) by Buyer of the notice referred to in this
          sentence applicable to such amount, and (if the
          aggregate of all amounts in dispute exceed $1,000,000)
          has paid all disputed amounts into escrow pursuant to
          Section 2.26 not later than such time, then, pending
          resolution of such dispute pursuant to Article VIII
          hereof (whether pursuant to negotiation, mediation or
          litigation), Seller shall not suspend any sales and/or

<PAGE>

          shipments pursuant to this SectionE2.5(c) by reason of
          Buyer's failure to pay such disputed amounts to Seller.
          Seller shall not be permitted to give any notice
          referred to in the preceding sentence prior to the
          first Business Day following the date any such payment
          was due, and any such notice received after 12 noon,
          California time, on any day shall be deemed to have
          been received on the immediately following day.  During
          any period of such suspension of sales and shipments,
          the Performance Standards shall also be suspended.
          Without prejudice to the rights of Seller to suspend
          sales to Buyer and shipments to Customers as provided
          in this Section 2.5(c), any dispute regarding the
          obligation of Buyer to make any payment to Seller
          hereunder shall be submitted for resolution pursuant to
          Article VIII hereof; provided, however, that if the
          aggregate of all amounts in dispute is in excess of
          $1,000,000, the expedited procedures of Section 8.3
          shall apply.  Following any suspension of sales to
          Buyer and shipments to Customers for nonpayment as
          provided in this Section 2.5(c), Seller may, as a
          condition to resuming such sales and shipments, require
          that Buyer provide adequate assurance that future
          amounts due to Seller hereunder will be paid when due.
          Anything contained herein to the contrary
          notwithstanding, Seller may suspend all sales to Buyer
          under this Agreement, and all shipments to Customers on
          Buyer's behalf hereunder, if Buyer fails to pay to
          Seller (or, in the case of a good faith dispute, into
          escrow in accordance with the proviso to the first
          sentence of this Section 2.5(c)) by 2 p.m., California
          time, on the date due any amount in excess of [*]
          payable pursuant to Section 2.8(b).
          
              Amendment to Section 2.5(d).  Section 2.5(d) of the
Agreement is amended by adding the following phrase immediately
following the word "notwithstanding" contained in the first
sentence of such Section 2.5(d) and immediately following the
word "otherwise" contained in the second sentence of such Section
2.5(d):

          , except as permitted by Section 5.7,
          
              Amendment to Section 2.7(e).  Section 2.7(e) of the
Agreement is amended by adding the following immediately
following the first sentence of such Section:

          Notwithstanding the above, Seller shall within 30 days
          of each month's end provide Buyer a monthly
          reconciliation of [*] and [*] showing any underpayment
          or overpayment by Buyer to Seller of [*] and [*]in that
          month.  If Seller fails to provide that monthly
          reconciliation within 30 days of the month's end, then

<PAGE>

          Buyer shall not be obligated to pay Seller for any
          underpayment by Buyer for [*] and [*] in that month.
          
              Amendment to Section 2.8.  Clauses (iv) and (v) of
Section 2.8(b) of the Agreement and the immediately following
paragraph are amended to read in their entirety as follows:

               (iv)  the Additional Receivable Amount outstanding
          at the beginning of such Business Day and the Maximum
          Extended Payment Amount (as defined in Section 2.34)
          for the immediately following Business Day; and
          
               (v)  the amount of any wire transfer made by Buyer
          to Seller on such Business Day pursuant to Section
          2.5(a) (to the extent that Buyer shall have given
          notice of such wire transfer pursuant to such Section
          2.5(a)).
          
               Subject to the further provisions of this Section
          2.8(a), (i) if the Daily Net Payment Amount is
          positive, then Buyer shall pay that amount to Seller by
          the following Business Day pursuant to Section 2.5(a),
          and (ii) if the Daily Net Payment Amount is negative,
          then Seller shall pay that amount to Buyer by the
          following Business Day by wire transfer of immediately
          available funds, in accordance with Section 2.12(c).
          Notwithstanding the immediately preceding sentence, (i)
          if the Additional Receivable Amount to be outstanding
          as of the end of the next Business Day is less than the
          Maximum Extended Payment Amount as of such next
          Business Day, then no payment pursuant to the preceding
          sentence shall be made by Buyer other than for the
          amount of the Daily Net Payment Amount that would
          otherwise cause the Additional Receivable Amount to
          exceed the Maximum Extended Payment Amount and (ii) if
          the Additional Receivable Amount to be outstanding as
          of the end of the next Business Day would otherwise
          exceed the Maximum Extended Payment Amount as of such
          next Business Day, then any payment otherwise to be
          made by Buyer on such next Business Day shall be
          increased, or any payment that would otherwise be made
          by Seller on such next Business Day shall be decreased,
          or a combination of the two, so that such excess does
          not occur.  Seller shall provide Buyer, on a monthly
          basis, with a printed summary of all transactions
          completed hereunder, in a form reasonably acceptable to
          Buyer.  Buyer shall reimburse Seller on a monthly basis
          for the postage costs of mailing printed invoices.

<PAGE>
          
               Amendments to Section 2.10.
          
                  Section 2.10(b) of the Agreement is amended by
deleting clauses (ii)(4), (ii)(8), (ii)(10) and (ii)(11) thereof
and by replacing each such clauses with the following words
immediately after the foregoing arabic numbers:  "[Intentionally
Omitted.]"

                  Section 2.10(c) of the Agreement is amended to
read in its entirety as follows:

                  On the Determination Date in each month,
Seller shall calculate and certify to Buyer, substantially in the
form of Schedule 2.10(d), the Monthly Distribution Fee for the
preceding month.

                  Section 2.10(d) of the Agreement is deleted in
its entirety and replaced with the following:  "(d)
[Intentionally Omitted.]".

                  Section 2.10(e)(i)(A) of the Agreement is
amended to read in its entirety as follows:

                 (A) the Monthly Distribution Fee
          
                  Clauses (ii)(A) and (ii)(B) of Section 2.10(e)
of the Agreement are amended to read in their entirety as
follows:

                 (A) the Monthly Distribution Fee
          
                 plus  (B) [*] [previous provision intentionally
          omitted]
          
                  The last sentence of Section 2.10(g) of the
Agreement is deleted in its entirety.

              Amendment to Section 2.17.  Section 2.17(g) of the
Agreement is hereby terminated in its entirety and replaced with
the following:  "(g)  [Intentionally Omitted]"

              Amendment to Section 2.18.  Section 2.18(f) of the
Agreement is hereby deleted in its entirety and replaced with the
following:  "(f)  [Intentionally Omitted]"

              Amendment to Section 2.27.  Section 2.27(c) is
amended by deleting the words "second anniversary of the Closing
Date" and by replacing such words with the words "Scheduled
Termination Date."

              Amendment to Section 2.34.  Section 2.34 of the
Agreement is amended to read in its entirety as follows:

                  2.34  Additional Receivable Amount.
             (a)  Anything contained herein to the

<PAGE>

             contrary notwithstanding, on any date
             occurring on or after January 31, 1996,
             Buyer shall not be in default of its
             payment obligations to Seller under Section
             2.8(b) if and to the extent that the
             aggregate principal amount of all Extended
             Payment Obligations (the "Additional
             Receivable Amount") does not exceed the
             sum, determined as of such date, of (i) the
             Basic Extended Payment Amount and (ii) the
             Additional Extended Payment Amount.  Such
             sum shall be referred to herein as the
             "Maximum Extended Payment Amount".
             Anything contained herein to the contrary
             notwithstanding, if on any date on or after
             January 31, 1996 the Additional Receivable
             Amount would otherwise exceed the Maximum
             Extended Payment Amount, then Buyer shall
             pay to Seller the amount of such excess in
             immediately available funds on such date.
             
                  (b)  Buyer shall pay a financing fee
             to Seller on the amount from time to time
             by which (i) the Additional Receivable
             Amount exceeds (ii) the Basic Extended
             Payment Amount.  Subject to the last
             sentence of this Section 2.34(b), such
             financing fee shall be payable at a
             variable rate per annum equal to the Prime
             Rate minus 2 percent per annum.  Such
             financing fee shall be due and payable
             monthly in arrears pursuant to Section
             2.10.  Anything contained herein to the
             contrary notwithstanding, Buyer shall pay
             on demand a financing fee to Seller at the
             rate set forth in Section 2.5(b) on that
             portion of the Extended Payment Obligations
             that is not paid when due (taking into
             account the provisions of this Section
             2.34).
             
                  (c)  All amounts paid by Buyer
             pursuant to Section 2.8(b) shall be applied
             to reduce the Extended Payment Obligations
             in the order in which they were incurred.
             
              Amendment to Section 2.36.  Effective as of
February 1, 1996, Section 2.36 of the Agreement is amended by
inserting the following phrase immediately following the word
"paid" in the introductory clause thereof:  "for the period
ending prior to February 1, 1996"

              Amendments to Section 3.2.

<PAGE>

                  Section 3.2(a) and Section 3.2(c) of the
Agreement are each amended by deleting the words "two-year
period" and by replacing such words with the words "period ending
on the Scheduled Termination Date".

                  Section 3.2(b) of the Agreement is amended by
deleting the words "second anniversary of the Closing Date" and
by replacing such words with the words "Scheduled Termination
Date".

              Amendments to Section 5.2.  The definitions of
"Class C Event" and "Special Transition Period" contained in
Section 5.2 of the Agreement are each amended by deleting the
words "second anniversary of the Closing Date" and by replacing
such words with the words "Scheduled Termination Date".

              Amendment to Section 5.6.  Section 5.6(a)(iii) of
the Agreement is hereby amended to read in its entirety as
follows:

                 (iii)  the Assumed Distribution Fee
          
              Amendment to Section 5.7.  Section 5.7 of the
Agreement is amended to read in its entirety as follows:

             If, on the last day of the Winding Down Period,
     Buyer shall have outstanding any unpaid claim (an "Unpaid
     Claim") for monetary damages pursuant to this Agreement,
     then, in addition to any other remedies under this
     Agreement, Buyer shall be entitled to an offset up to the
     amount of such Unpaid Claim, against the      [*]
     that would otherwise be due on the last day of the Winding
     Down Period.  If Seller's liability for the Unpaid Claim, or
     the amount of the Unpaid Claim, has not been resolved by
     agreement between Buyer and Seller or by a final,
     nonappealable order of a court with jurisdiction in the
     matter, the amount so offset shall be paid by Buyer into
     escrow as contemplated by Section 2.26.
     
In the last sentence of Section 2.26, the reference to "the
Closing Date" shall be deemed to refer to "January 31, 1996."

              Amendments to Section 7.1.  Section 7.1(a) of the
Agreement is amended to read in its entirety as follows:

               (a)The Seller and the Buyer shall continue to
          negotiate in good faith to establish a timetable and
          procedures for the termination of the Logistics
          Services provided pursuant to Article II.  Such
          negotiations shall include (i) discussions regarding
          the Seller's proposed maintenance of inventories solely
          at the Indianapolis DC from which all shipments to

<PAGE>

          Customers on Buyer's behalf hereunder would be made
          during the Winding Down Period (as defined below); and
          (ii) discussions regarding Buyer's purchase of
          inventory from Seller during the Winding Down Period.
          
          If the Seller and the Buyer shall be unable to agree
          upon such a timetable and procedures prior to June 30,
          1996, the Distribution Period shall automatically be
          extended until the date that is   [*]    following the
          Scheduled Termination Date (such [*]  period being
          referred to as the "Winding Down Period").  Anything
          contained in Section 1.1 and Article II to the contrary
          notwithstanding, the "Monthly Distribution Fee" payable
          for any month during the Winding Down Period shall be
          calculated by multiplying (i) the Applicable Revenue
          for such month by (ii) the percentage derived by
          dividing (A) the aggregate Monthly Distribution Fee
          payable for the [*]  period ending on the Scheduled
          Termination Date by (B) the aggregate Applicable
          Revenue for such [*]  period.  As shall be reasonably
          requested by Buyer, Seller shall provide Buyer with
          information necessary for Buyer and Seller to manage
          inventory prior to and during the Winding Down Period
          including but not limited to information pertaining to
          SKU's, on-hand inventory, orders, product availability
          and Buyer's daily run rate.
          
          Unless otherwise agreed to by Seller and Buyer, the
          volume of products sold by Seller to Buyer hereunder
          shall be reduced ratably in each month during the
          Winding Down Period to reduce the volume of products
          sold by Seller to Buyer hereunder to zero at the end of
          the Winding Down Period.  Such reduction will be
          effected by reducing the number of Customers eligible
          to place orders for delivery pursuant to this Agreement
          in accordance with the further provisions of this
          Section 7.1(a).  On or prior to the date two months
          prior to the Scheduled Termination Date (the "Reduction
          Designation Date"), Buyer will provide Seller with a
          list (the "Reduction List") of all Customers,
          designating for each Customer whether such Customer's
          eligibility to place orders will cease on the first day
          of the   [*]     of the Winding Down Period and the
          last day of the Winding Down Period (each a "Reduction
          Date").  Such designations shall be made so that on
          each Reduction Date Customers representing
          approximately  [*]  of the aggregate sales volume under
          this Agreement (based on the average of the monthly
          sales figures for the  [*]   period ending on the date
          [*]   prior to the Scheduled Termination Date) will
          cease to be eligible to place orders hereunder.  If
          Buyer fails to deliver the Reduction List by the date
          seven days following the Reduction Designation Date,

<PAGE>

          then Seller may deliver a Reduction List to Buyer not
          later than the date 14 days following the Reduction
          Designation Date.  Customers shall cease to be eligible
          to place orders in accordance with the Reduction List.
          
          Buyer further recognizes that Seller has an interest in
          reducing the inventory at its distribution centers in
          proportion to the reduction of Buyer's volume of
          products purchased during the Winding Down Period.
          Accordingly, Buyer and Seller have agreed that Buyer
          and Seller shall negotiate in good faith and reach
          agreement on a plan for the reduction of Seller's
          inventory.  Unless otherwise agreed in connection with
          the agreement reached pursuant to the previous
          sentence, Buyer shall purchase from Seller on each
          Reduction Date an amount of inventory of each SKU equal
          to the product of (x) the Pro Rata Percentage times (y)
          the amount (determined as of the date that is two
          Business Days prior to the Reduction Date) of Excess
          Inventory (as defined below) with respect to such SKU;
          provided, however, that Buyer shall have no obligation
          to purchase inventory on any Reduction Date pursuant to
          this sentence to the extent that the aggregate purchase
          price for such inventory shall exceed   [*]   .  Buyer
          and Seller shall negotiate in good faith an allocation
          of those SKU's to be sold to Buyer pursuant to the
          previous sentence.  If no agreement is reached, each of
          Buyer and Seller shall designate SKU's having an
          aggregate purchase price of  [*]   as those SKU's to be
          so sold.
          
          The purchase price for all inventories purchased by
          Buyer from Seller pursuant to the provisions of this
          Section 7.1(a) shall be paid by Buyer to Seller, on or
          prior to the date of shipment, in cash or on terms that
          are substantially equivalent to cash (such as, for
          example, by credit against an amount then due and
          payable in cash from Seller to Buyer). Such purchase
          price shall equal the sum of (i) [*]   for such
          inventories reduced by an amount equal to such [*]
          multiplied by the Prime Rate (in effect on the date
          that is two Business Days prior to the payment date)
          plus [*]   multiplied by a fraction the numerator of
          which shall equal 30 and the denominator of which shall
          equal 365, (ii)  [*]    for such inventories and (iii)
          [*]    for such inventories. Seller shall arrange for
          the delivery of all inventories purchased pursuant to
          this Section 7.1(a) at Seller's cost to Buyer's
          warehouse in either the greater Chicago, Illinois area
          or the Hayward, California area, such warehouse to be
          designated by Buyer.  Title and risk of loss with
          respect to all such inventories shall pass from Seller
          to Buyer, F.O.B. Seller's Indianapolis DC or Livermore
<PAGE>

          DC, as applicable.  Seller shall transfer to Buyer the
          benefit of        [*]                 with the purchase
          of inventory by Buyer pursuant to this Section 7.1 and
          to which Buyer would have otherwise be entitled if such
          purchase had been made during the Distribution Period
          even if received after the Distribution Period
          terminates.
          
          In addition to the foregoing, Buyer and Seller shall
          negotiate in good faith with vendors with whom
          outstanding orders for allocation to Buyer exist on the
          Scheduled Termination Date to transfer Buyer's orders
          associated with inventory on allocation to Buyer.  In
          the event and to the extent that a vendor does not
          cooperate with the foregoing transfer request, Buyer
          shall have the option to purchase Buyer's proportionate
          share of allocable inventory received by Seller from
          such vendor during the Winding Down Period.  For
          purposes of the preceding sentence, Buyer's
          proportionate share shall be determined in accordance
          with the allocation percentages for each vendor in
          effect on the Scheduled Termination Date as
          contemplated by Section 2.22(b).  If Buyer has not
          exercised its option to purchase its proportionate
          share of any allocable inventory received by Seller
          within five Business Days of delivery by Seller to
          Buyer of notice of such receipt, then Seller shall be
          free to sell such allocable inventory.
          
          For the purposes of this Section 7.1(a), the following
          terms shall have the meanings set forth below:
          
                  "Historical Run Rate" shall have the
             meaning set forth in Schedule 2.21.
             
                  "Monthly Run Rate" means, for any SKU
             as of any date, the product of (x) twenty-
             one (i.e., the average number of working
             days in a month) times (y) the Historical
             Run Rate for such SKU as of such date.
             
                  "Buy-In Inventory" means: (i) any
             Status 1 and Status 2 SKUs (as defined in
             Schedule 2.3(a)) to the extent that the
             total number of that SKU received by Seller
             during a month in the Buy-In Period exceeds
             the Monthly Run Rate for the SKU as
             determined at the beginning of that month;
             or (ii) any SKU where a vendor promised
             Seller special terms and conditions if
             Seller purchased that SKU in a certain
             quantity unless Buyer agreed in writing to:

<PAGE>

             (A) the purchase of that SKU in that
             quantity under those terms; and (B) that
             the purchase is excepted from determination
             of the Buy-In Inventory calculation for
             that SKU.
             
                  "Buy-In Period" means the period
             beginning two months before the Scheduled
             Termination Date and ending on the last day
             of the Winding Down Period.
             
                  "Buyer Run Rate" means, for any SKU,
             the product of (x) twenty-one (i.e., the
             average number of working days in a month)
             times (y) the portion of the Historical Run
             Rate for such SKU as of the Scheduled
             Termination Date attributable to the
             Subject Business.
             
                  "Excess Inventory" means, for any SKU
             as of any date, the lesser of (x) the
             excess, if any, of (1) the total amount of
             Seller's available inventory of such SKU
             (not including obsolete or discontinued
             product or Buy-In Inventory) minus (2) the
             Monthly Run Rate for such SKU as of such
             date or (y) an amount equal to three times
             the Monthly Run Rate for such SKU as of
             such date.
             
                  "Inventory Need" means, for any SKU,
             an amount equal to  [*]   of the Buyer Run
             Rate for such SKU.
             
                  "Pro Rata Percentage" means, for any
             SKU as of any date, the quotient obtained
             by dividing (x) the Inventory Need for such
             SKU by (y) the Monthly Run Rate for such
             SKU as of such date.
             
          Anything contained herein to the contrary
          notwithstanding, the provisions of this Article VII
          shall not apply to any termination of the Distribution
          Period pursuant to Section 5.5 or Article VI.
          
<PAGE>          
          
              Amendments to Section 9.11.

                  Section 9.11 of the Agreement is amended by
replacing the words "second anniversary of the date hereof" with
the words "Scheduled Termination Date".

                  Section 9.11(b) of the Agreement is amended by
terminating clauses (A)(ii) and (iii) contained therein in their
entirety and by replacing such clauses with the following:  "(ii)
[Intentionally Omitted];  (iii) [Intentionally Omitted]; and"

                  Section 9.11(b) of the Agreement is further
amended by terminating clause (B)(ii) contained therein in its
entirety and by replacing such clause with the following:  "(ii)
[Intentionally Omitted]; and"

                  Section 9.11(b) of the Agreement is further
amended by adding to clause (B)(iii) contained therein the
following:  "; provided, however, that in any event such
purchaser shall execute and deliver to Seller prior to the sale
by Buyer a confidentiality agreement in form and substance
satisfactory to Seller pursuant to which such purchaser shall
agree with Seller that it shall not disclose any confidential
information of Seller that has been accessible to and used by
Buyer or that becomes accessible to or is used by such purchaser.

              Amendments to Article X.  Article X of the
Agreement is hereby terminated in its entirety and replaced with
the following:  "ARTICLE X  [Intentionally Omitted.]".

              Amendment to Schedules.   The Agreement is amended
by adding thereto as Schedule 1.1-2A the Schedule set forth on
Annex A to this Amendment No. 13. Schedule 2.21 to the Agreement
is amended by replacing the words "second anniversary of the
Closing Date" with the words "Scheduled Termination Date"
wherever they appear in such Schedule 2.21.  Each of Schedules
11.7(a)(ii) and 11.7(a)(iii) to the Agreement is hereby
terminated in its entirety and replaced with the following:
"[Intentionally Omitted.]".

              Payment of Excess Distribution Fee.  On JanuaryE31,
1996, Seller shall pay to Buyer by wire transfer the amount equal
to the difference between the   [*]   , as calculated in
accordance with this Amendment No. 13 and the amount of the [*]
actually paid by the Buyer for the period from AprilE1, 1995
through December 31, 1995, together with interest on the amount
of such difference calculated at an annual rate equal to the
Prime Rate plus  [*]   from the date on which the applicable
Distribution Fee was paid.

              Amendment to Sublease.  Concurrently with the
execution and delivery of this Amendment, Buyer and Seller are
entering into an Extension of Sublease substantially in the form
attached hereto as Annex B.

              Continued Effect of Agreement.  Except as amended
hereby, the Agreement shall remain in full force and effect in
accordance with its terms and conditions.  The extension to the
Distribution and Services Period provided by this Amendment No.

<PAGE>

13 shall not obligate any party to the Agreement to agree to any
further extension to such Period.

              Miscellaneous.  This Amendment No. 13 (a) shall be
governed by the laws of the State of California, (b) shall be
binding upon and inure to the benefit of the Seller and the Buyer
and their respective successors and permitted assigns, (c) shall
not be amended or modified except by written instrument signed by
the Seller and the Buyer and (d) represents the entire agreement
of the parties with respect to the subject matter hereof and
supersedes all prior written and oral agreements and
understandings with respect thereto, including those portions of
the Letter of Intent contemplating the amendments provided
hereby.

              Counterparts.  This Amendment No. 13 may be
executed in counterpart by the parties hereto.

[*] Omitted pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as 
amended

<PAGE>

          IN WITNESS WHEREOF, the parties have set their hands as
of the date first written above.

                              VANSTAR CORPORATION
                              
                              
                              
                              By:________________________________
                                 Name:
                                 Title:
                              
                              
                              MERISEL FAB, INC.
                              
                              
                              
                              By:________________________________
                                 Name:
                                 Title:

<PAGE>
                                                          ANNEX A

                         SCHEDULE 1.1-2A
                                
     For Any Day
                                
                            (A)         (B)         (C)
                           Basic    Additional    Maximum
                          Payment    Extended     Extended
                         Extended     Payment     Payment
  On or       But Not     Amount      Amount       Amount
  After        After
                                                      
    T          T           T           T           T

                                                      








*    Notwithstanding anything set forth in the foregoing table,
on and after the date on which the Distributed Period is
terminated, the Basic Extended Payment Amount, the Additional
Extended Payment Amount and the Maximum Extended Payment Amount
shal be T and all Extended Payment Obligations shall be due and
payable on such dated of termination.

**   If an inventory reduction is agreed, then this amount may
decline on an accelerated basis.

T     Omitted pursuant to Rule 24b-2 of the Securities Act of
1934, as amended.