RESTRICTED STOCK UNIT AGREEMENT


         This RESTRICTED STOCK UNIT AGREEMENT (the  "Agreement") is entered into
as of this ____ day of  _______________,  1999, by and between MERISEL,  INC., a
Delaware  corporation  (the  "Company"),  and  FirstName  LastName,   an
employee  of  the  Company  or  one of its  subsidiaries  (the  "Grantee").  Any
capitalized  terms not  defined  herein  shall have the meaning set forth in the
Plan (as defined below).

         Pursuant to the Merisel,  Inc. 1997 Stock Award and Incentive Plan (the
"Plan") and in consideration of Grantee's services, which has been determined by
the Board of Directors of the Company to be sufficient  consideration hereunder,
the Committee has determined that the Grantee is to be granted, on the terms and
conditions  set forth  herein (and  subject to the terms and  provisions  of the
Plan), restricted stock units ("Restricted Stock Units"), and hereby awards such
Restricted  Stock Units.  Each  Restricted  Stock Unit  represents  the right to
receive one share of the Company's  common stock  ("Stock"),  par value $.01 per
share, subject to the conditions and restrictions set forth herein.

         1. Number of Restricted  Stock Units and Date of Grant.  The Grantee is
entitled  to  Grants  Restricted  Stock  Units  pursuant  to the  terms  and
conditions of this Agreement and the provisions of the Plan.

         2.       Restrictions; Vesting Period; Issuance of Stock.

                  a.  Restrictions.   The  rights  of  the  Grantee  under  this
Agreement  and the  Restricted  Stock Units  granted  hereunder may not be sold,
assigned, transferred,  pledged, hypothecated or otherwise disposed of and shall
be subject to a risk of  forfeiture  as described in Paragraph 4 below until the
termination of the Vesting Period (as defined below).

                  b. Vesting  Period.  Unless the Vesting  Period is  previously
terminated pursuant to Subparagraph 2.c. of this Agreement, the Grantee shall be
entitled to receive one share of Stock for each Restricted Stock Unit at the end
of the period ending on August 17, 2002 (the "Vesting Period").

                  c. Early  Termination  of Vesting  Period.  The Vesting Period
shall  terminate as to all or a portion of the Restricted  Stock Units,  and the
Grantee shall be entitled to receive shares of Stock for such  Restricted  Stock
Units, if the Company's consolidated pre-tax net income for any four consecutive
fiscal  quarters,  as a percentage of total net sales for such four  consecutive
fiscal quarters, equals or exceeds any of the percentages set forth below:

             Pre-tax Net Income as a            Restricted Stock Units for which
             Percentage of Total Net Sales      Vesting Period Terminates

                1.25%                                       100%
                1.00%                                        75%
                0.75%                                        50%
                0.50%                                        25%


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                                                         2
In  determining  the number of  Restricted  Stock  Units as to which the Vesting
Period terminates,  the applicable  percentage shall be applied to the number of
Restricted  Stock  Units  granted  pursuant  to Section 1 above,  provided  that
Grantee  shall not be entitled  hereunder to more than the number of  Restricted
Stock Units  granted.  The  determination  as to whether the Vesting  Period has
terminated with respect to all or a portion of the Restricted Stock Units at the
end of any fiscal quarter shall be made, and the Vesting Period shall  terminate
if at all, on the day that the Company  publicly  releases its earnings for such
fiscal quarter.  At the sole and absolute  discretion of the Committee,  pre-tax
net income shall be calculated to exclude any  extraordinary  gains or losses or
other non-recurring items.

         In addition,  the Committee,  in its sole and absolute discretion,  may
terminate the Vesting Period at any time with respect to all or a portion of the
Restricted Stock Units.

                  d.  Issuance  of  Shares  of Stock.  Upon  termination  of the
Vesting  Period with respect to all or a portion of the  Restricted  Stock Units
and upon  satisfaction  of any  applicable  tax  withholding  requirements,  the
Company shall cause to be issued a certificate or certificates for the shares of
Stock to which the Grantee is entitled,  registered  in the name of the Grantee.
The Company shall cause such  certificate or  certificates to be delivered to or
upon the order of the Grantee.

         3.  Rights of a  Stockholder.  The  Grantee  shall  have no rights as a
stockholder  of the  Company  with  respect to the shares of Stock  issuable  in
respect  of  Restricted  Stock  Units  until  the  date of  issuance  of a stock
certificate representing such shares.

         4. Forfeiture Upon Termination of Employment. In the event that Grantee
ceases to be employed by the Company for any reason,  then the Restricted  Stock
Units as to which the Vesting  Period has not  terminated  shall be forfeited to
the  Company  without  payment of any  consideration  therefor,  and neither the
Grantee nor any of his successors,  heirs, assigns, or personal  representatives
shall  thereafter have any further rights or interests in such Restricted  Stock
Units or any right to  receive  shares of Stock in  respect  of such  Restricted
Stock Units.

         5.  Withholding  Taxes.  Any federal,  state or local taxes  arising by
virtue  of this  Agreement  and  assessed  against  or based on the value of the
Restricted Stock Units awarded to the Grantee,  or the shares of Stock issued to
the  Grantee  in  respect  of such  Restricted  Stock  Units,  shall be the sole
responsibility of the Grantee; provided that the Company shall have the right to
withhold  any amounts  required to be so withheld  for  federal,  state or local
income tax purposes. All such taxes and withholding must be paid or provided for
according to law and in a manner  satisfactory  to the Company before any Stock,
or certificates therefor, can be delivered to the Grantee.

         6. Notices. Any notice required or permitted under this Agreement shall
be deemed  given when  delivered  personally,  or when  deposited  with a postal
service,  postage prepaid,  addressed, as appropriate,  to the Grantee either at
his address set forth below or such other  address as he or she may designate in
writing to the Company,  or to the Company:  Attention:  General  Counsel at the
Company's offices located at 200 Continental Boulevard,  El Segundo, CA 90245 or
such other address as the Company may designate in writing to the Grantee.

         7.  Failure  to Enforce  Not a Waiver.  The  failure of the  Company to
enforce at any time any provision of this Agreement shall in no way be construed
to be a waiver of such provision or of any other provision hereof.

         8.  Governing  Law. This  Agreement  shall be governed by and construed
according to the laws of the State of Delaware  without regard to its principles
of conflict of laws.

         9. Incorporation of Plan. The Plan is hereby  incorporated by reference
and made a part hereof,  and both the grant  hereunder  and this  Agreement  are
subject to all of the terms and conditions of the Plan.

         10.  Amendments.  This Agreement may be amended or modified at any time
by an instrument in writing signed by the parties hereto.

         11.  Agreement  Not a Contract of  Employment.  Neither  the Plan,  the
granting of Restricted Stock Units,  this Restricted  Stock Unit Agreement,  nor
any other action taken  pursuant to the Plan shall  constitute or be evidence of
any agreement or understanding, express or implied, that the Grantee has a right
to continue as an employee of the Company or any Subsidiary or affiliate for any
period of time or at any specific rate of compensation.

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

         13. Termination of this Agreement.  Upon termination of this Agreement,
all rights of the Grantee hereunder shall cease.



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

                                           MERISEL, INC.


                                           By:
                                           Dwight A. Steffensen
                                           Chief Executive 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,  which are
controlling and which are herein incorporated by reference.


                                           Grantee (please sign here)





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