RETENTION AGREEMENT


         This  Retention  Agreement is dated as of April 1, 2001 and is between
Merisel, Inc., a Delaware corporation (the "Company"), Merisel Americas, Inc., a
Delaware corporation ("Merisel Americas"), and Timothy N. Jenson ("Executive").

         The Company and Executive 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 Executive'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) "Canada Sale  Transaction"  shall mean a transaction in which the
capital stock of, or substantially  all of the assets of, Merisel Canada Inc.
are sold to an unrelated third party.

         (c) The "Company" shall mean Merisel,  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 Executive shall be with "Good Reason" if after the
date  hereof  (i)  there  has  been a  material  reduction  in  Executive's  job
responsibilities from those that existed immediately prior to such reduction, it
being understood that a reduction in responsibilities resulting from a reduction
in the size of the Company's  business shall not constitute a material reduction
in Executive's  job  responsibilities,  (ii) without  Executive's  prior written
approval,  the Company  requires  Executive to be based  anywhere other than, or
within  a  20-minute  commute  from,  Executive's  current  location,  it  being
understood  that  required  travel  on  the  Company's  business  to  an  extent
consistent with  Executive's  normal and customary  business travel  obligations
does not constitute  "Good Reason," or (iii) there is a reduction in Executive's
Base Salary.

         (e)  "Intercompany  Note"  shall  mean the  intercompany  note or notes
payable by Merisel  Canada to Merisel  Americas,  which at March 19,  2001 had a
principal amount of CDN$7,426,891.

         (f) "Merisel  Americas" shall mean Merisel  Americas,  Inc., a Delaware
corporation and wholly owned subsidiary of the Company,  and each of its
successor  enterprises that result from any merger,  consolidation,
reorganization sale of assets or otherwise.
<PAGE>

         (g) "Merisel Canada" shall mean Merisel Canada Inc., an Ontario, Canada
corporation  and wholly owned  subsidiary of Merisel  Americas,  and each of its
successor   enterprises   that   result   from   any   merger,    consolidation,
reorganization, sale of assets or otherwise.

         (h) "Sale Proceeds"  means the payments  received from a purchaser in a
Canada Sale Transaction or SWL Sale Transaction,  reduced by the amount of third
party debt or  liabilities  of Merisel  Americas  or  Merisel  Canada  repaid by
Merisel Americas or Merisel Canada in connection with the transaction,  plus the
aggregate amount of cash paid by Merisel Canada to Merisel  Americas  subsequent
to the date hereof to reduce the outstanding balance of the Intercompany Note.

         (i) "SWL Sale  Transaction"  shall mean a  transaction  in which assets
relating  to  Merisel  Americas'  software  licensing  business  are  sold to an
unrelated third party.

         (i)  "Termination  for  Cause"  shall  mean if the  Company  or Merisel
Americas  terminates  Executive's  employment for any of the following  reasons:
Executive'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  Executive  in  violation  of the  Company's  or  Merisel
Americas' policies);  excessive absenteeism;  abuse of sick time; or Executive's
conviction  for or a plea of nolo  contendere  by  Executive  to a felony or any
crime involving moral turpitude.

2.       Terms of Employment.


         (a)  Effective  as of the  date  hereof,  Executive  shall  assume  the
positions of Chief Executive Officer and President of the Company and of Merisel
Americas.

         (b)      Executive shall be paid an annual base salary of $400,000.

3.       Bonus  Payments.  Executive  will be  entitled  to bonus  payments  in
accordance  with the  terms set forth on Schedule I hereto.

         4.  Severance  Obligations.  If  Executive's  employment by the Company
terminates  for any reason  other than as a result of a  Termination  for Cause,
death or permanent disability,  or Executive's  resignation without Good Reason,
then:  (A) on the effective date of such  termination,  the Company shall make a
lump sum payment to Executive equal to one times  Executive's  Base Salary,  and
(B) the Company  shall  reimburse  Executive for the cost of  Executive'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  twelve-month   period   following  the  date  of  such
termination.   The  payments  to  be  made  to  Executive   upon  a  termination
contemplated  by  this  paragraph  4 are in  addition  to the  payments  made to
employees  by the Company  upon  termination  in the  ordinary  course,  such as
reimbursement  for  business  expenses  and  vacation  pay  through  the date of
termination.
<PAGE>

         5.  Withholding.  The Company  shall deduct from all  payments  paid to
Executive 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  shall
have no obligation to retain or continue Executive as an employee and
Executive's  employment  status as an "at-will"  employee of the Company is not
affected by this Agreement.

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

         8.  Executive's  Obligations.  In exchange for the Company  agreeing to
provide the above-described  benefits to Executive,  Executive agrees that prior
to  receiving  any  severance  compensation  from the Company in respect of such
termination,  whether under this Agreement or otherwise,  Executive will execute
and deliver to the Company a Waiver,  Release and  Confidentiality  Agreement in
the form provided by the Company.

         9.  Confidentiality.  Executive agrees that the terms of this Agreement
and the amount and nature of all payments received by Executive  hereunder shall
remain  confidential  and shall not be disclosed to any other person (other than
Executive'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 Executive and the
Company 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. Guaranty by Merisel  Americas.  Merisel Americas  guarantees the
payment of all amounts payable hereunder by the Company.

         12.  Miscellaneous.  This Agreement  shall be binding upon and inure to
the benefit of the Company and  Executive;  provided  that  Executive  shall not
assign any of  Executive's  rights or duties  under this  Agreement  without the
express prior written  consent of the Company.  The Company shall have the right

<PAGE>

to assign its obligations  hereunder to Merisel  Americas,  Inc. This Agreement,
together with the Merisel  Employment  Agreement  entered into between Executive
and Merisel  Americas,  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 Bonus Agreement dated as of August 10,
2000 between Merisel Americas and Executive and the Severance Agreement dated as
of March 3, 1999  between the  Company  and  Executive.  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.

         13.  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.


<PAGE>


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

MERISEL, INC.


By:
    -------------------------------------------------
       Name:
       Title:

MERISEL AMERICAS, INC.


By:
    -------------------------------------------------
       Name:
       Title:



TIMOTHY N. JENSON