indemnity agreement


    

      
         

      

    

    
      EXHIBIT
        10.2

    

    
      INDEMNITY
        AGREEMENT

      


      This
        Indemnification Agreement (“Agreement”) is made as of
        _____________, 2006 by and between Merisel, Inc., a Delaware corporation
        (the
“Company”), and _________________________ (“Indemnitee”).

       

      RECITALS

      


      WHEREAS,
        highly competent persons have become more reluctant to serve
        corporations as directors or officers or in other capacities unless they
        are
        provided with adequate protection through insurance or adequate indemnification
        against inordinate risks of claims and actions against them arising out of
        their
        service to and activities on behalf of the corporation;

       

      WHEREAS,
        directors, officers, and other persons in service to
        corporations or business enterprises are being increasingly subjected to
        expensive and time-consuming litigation relating to, among other things,
        matters
        that traditionally would have been brought only against the Company or business
        enterprise itself; 

       

      WHEREAS,
        the Board of Directors of the Company (the “Board”) has
        determined that, in order to attract and retain qualified individuals, the
        Company will maintain on an ongoing basis, at its sole expense, liability
        insurance to protect persons serving the Company and its subsidiaries from
        certain liabilities, unless this provision is subsequently amended by action
        of
        the Board; 

       

      WHEREAS,
        the Bylaws of the Company (the “Bylaws”) and the Delaware
        General Corporation Law (the “DGCL”) permit indemnification of the directors and
        officers of the Company; 

       

      WHEREAS,
        the DGCL expressly provides that the indemnification
        provisions set forth therein are not exclusive, and thereby contemplate that
        contracts may be entered into between the Company and members of the Board,
        officers and other persons with respect to indemnification;

       

      WHEREAS,
        the uncertainties relating to such insurance and to
        indemnification have increased the difficulty of attracting and retaining
        such
        persons;

       

      WHEREAS,
        the Board has determined that the increased difficulty in
        attracting and retaining such persons is detrimental to the best interests
        of
        the Company’s stockholders and that the Company should act to assure such
        persons that there will be increased certainty of such protection in the
        future;

       

      WHEREAS,
        it is reasonable, prudent and necessary for the Company
        contractually to obligate itself to indemnify, and to advance expenses on
        behalf
        of, such persons to the fullest extent permitted by applicable law so that
        they
        will serve or continue to serve the Company free from undue concern that
        they
        will not be so indemnified; 

       

      WHEREAS,
        this Agreement is a supplement to and in furtherance of the
        Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed
        a
        substitute therefor, nor to diminish or abrogate any rights of Indemnitee
        thereunder;

       

      WHEREAS,
        Indemnitee does not regard the protection available under
        the Company’s Bylaws and insurance as adequate in the present circumstances, and
        may not be willing to serve as an officer or director without adequate
        protection, and the Company desires Indemnitee to serve in such capacity.
        Indemnitee is willing to serve, continue to serve and to take on additional
        service for or on behalf of the Company on the condition that he be so
        indemnified; and

       

      NOW,
        THEREFORE, in consideration of the premises and the covenants
        contained herein, the Company and Indemnitee do hereby covenant and agree
        as
        follows:

       

      Section
        1.  Services to the Company. Indemnitee
        agrees to continue to serve as a director [and/or officer]of the Company
        or any
        subsidiary of the Company. Indemnitee may at any time and for any reason
        resign
        from such position (subject to any other contractual obligation or any
        obligation imposed by operation of law), in which event the Company shall
        have
        no obligation under this Agreement to continue Indemnitee in such position.
        This
        Agreement shall not be deemed an employment contract between the Company
        (or any
        of its subsidiaries or any Enterprise (as defined below)) and Indemnitee.
        Indemnitee specifically acknowledges that Indemnitee’s employment with the
        Company (or any of its subsidiaries or any Enterprise), if any, is at will,
        and
        the Indemnitee may be discharged at any time for any reason, with or without
        cause, except as may be otherwise provided in any written employment contract
        between Indemnitee and the Company (or any of its subsidiaries or any
        Enterprise), other applicable formal severance policies duly adopted by the
        Board, or, with respect to service as a director or officer of the Company,
        by
        the Company’s Certificate of Incorporation, the Bylaws, and the DGCL. The
        foregoing notwithstanding, this Agreement shall continue in force after
        Indemnitee has ceased to serve as a director and/or officer of the Company
        or
        its subsidiaries, irrespective of whether Indemnitee is terminated with or
        without cause as those terms may be defined in such Indemnitee’s written
        employment agreement with the Company .

       

      Section
        2.  Definitions. As used in this
        Agreement:

       

      (a)  A
“Change
        in Control” shall be deemed to occur upon the earliest to occur after
        the date of this Agreement of any of the following events:

       

      i.  Acquisition
        of Stock by Third Party. Any Person
        (as defined below), other than Phoenix Acquisition Company II, LLC (“Investor”)
        or its Affiliates (as defined below), is or becomes the Beneficial Owner
        (as
        defined below), directly or indirectly, of securities of the Company
        representing thirty percent (30%) or more of the combined voting power of
        the
        Company’s then outstanding securities;

       

      ii.  Change
        in Board of Directors. During any period
        of two (2) consecutive years (not including any period prior to the execution
        of
        this Agreement), individuals who at the beginning of such period constitute
        the
        Board, and any new director (other than a director designated by a person
        who
        has entered into an agreement with the Company to effect a transaction described
        in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election
        by the Board or nomination for election by the Company’s stockholders was
        approved by a vote of at least two-thirds of the directors then still in
        office
        who either were directors at the beginning of the period or whose election
        or
        nomination for election was previously so approved, cease for any reason
        to
        constitute at least a majority of the members of the Board;

       

      iii.  Corporate
        Transactions. The effective date of
        a merger or consolidation of the Company with any other entity, other than
        a
        merger or consolidation which would result in the voting securities of the
        Company outstanding immediately prior to such merger or consolidation continuing
        to represent (either by remaining outstanding or by being converted into
        voting
        securities of the surviving entity) more than 51% of the combined voting
        power
        of the voting securities of the surviving entity outstanding immediately
        after
        such merger or consolidation and with the power to elect at least a majority
        of
        the board of directors or other governing body of such surviving entity;

       

      iv.  Liquidation.
        The approval by the stockholders
        of the Company of a complete liquidation of the Company or an agreement for
        the
        sale or disposition by the Company of all or substantially all of the Company’s
        assets; and

       

      v.  Other
        Events. There occurs any other event of a
        nature that would be required to be reported in response to Item 6(e) of
        Schedule 14A of Regulation 14A (or a response to any similar item on any
        similar
        schedule or form) promulgated under the Exchange Act (as defined below),
        whether
        or not the Company is then subject to such reporting requirement.

       

      For
        purposes of this Section 2(a), the following terms shall have the
        following meanings:

       

      (A) “Affiliate”
shall
        have the meaning given to such term
        pursuant to Rule 12b-2 promulgated under the Exchange Act (as defined
        below).

       

      (B) “Beneficial
        Owner” shall have the meaning given to such term
        in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial
        Owner
        shall exclude any Person otherwise becoming a Beneficial Owner by reason
        of the
        stockholders of the Company approving a merger of the Company with another
        entity.

       

      (C) “Exchange
        Act” shall mean the Securities Exchange Act of
        1934, as amended.

       

      (D) “Person”
shall
        have the meaning as set forth in Sections
        13(d) and 14(d) of the Exchange Act; provided, however, that Person shall
        exclude (i) the Company, (ii) any trustee or other fiduciary holding securities
        under an employee benefit plan of the Company, and (iii) any corporation
        owned,
        directly or indirectly, by the stockholders of the Company in substantially
        the
        same proportions as their ownership of stock of the Company. 

       

      (b)  
“Corporate
        Status” describes the status of a person
        who is or was a director, officer, employee or agent of the Company or any
        of
        its subsidiaries, or of any other corporation, limited liability company,
        partnership or joint venture, trust, employee benefit plan or other Enterprise
        which such person is or was serving at the request of the Company.

       

      (c)  “Disinterested
        Director” means a director of the
        Company who is not and was not a party to, nor an officer, director or partner
        of a party to, the Proceeding in respect of which indemnification is sought
        by
        Indemnitee.

       

      (d)  “Enterprise”
        shall mean the Company and any other corporation, limited liability company,
        partnership, joint venture, trust, employee benefit plan or other enterprise
        of
        which Indemnitee is or was serving at the request of the Company as a director,
        officer, employee, agent or fiduciary.

       

      (e)  “Expenses”
        shall include all reasonable attorneys’ fees, retainers, court costs, transcript
        costs, fees of experts, witness fees, travel expenses, duplicating costs,
        printing and binding costs, telephone charges, postage, delivery service
        fees,
        and all other disbursements or expenses of the types customarily incurred
        in
        connection with prosecuting, defending, preparing to prosecute or defend,
        investigating, being or preparing to be a witness in, or otherwise participating
        in, a Proceeding. Expenses also shall include (i) Expenses incurred in
        connection with any appeal resulting from any Proceeding, including without
        limitation the premium, security for, and other costs relating to any cost
        bond,
        supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes
        of Section 12(d) only, Expenses incurred by Indemnitee in connection with
        the interpretation, enforcement or defense of Indemnitee’s rights under this
        Agreement, by litigation or otherwise. Expenses, however, shall not include
        amounts paid in settlement by Indemnitee or the amount of judgments or fines
        against Indemnitee.

       

      (f)  “Independent
        Counsel” means a law firm, or a member of
        a law firm that is experienced in matters of corporation law and neither
        presently is, nor in the past five years has been, retained to represent:
        (i)
        the Company or Indemnitee in any matter material to either such party (other
        than with respect to matters concerning the Indemnitee under this Agreement,
        or
        of other indemnitees under similar indemnification agreements), or (ii) any
        other party to the Proceeding giving rise to a claim for indemnification
        hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
        not include any person who, under the applicable standards of professional
        conduct then prevailing, would have a conflict of interest in representing
        either the Company or Indemnitee in an action to determine Indemnitee’s rights
        under this Agreement. The Company agrees to pay the reasonable fees and expenses
        of the Independent Counsel referred to above and to fully indemnify such
        counsel
        against any and all Expenses, claims, liabilities and damages arising out
        of or
        relating to this Agreement or its engagement pursuant hereto.

       

      (g)  The
        term “Proceeding” shall include any threatened,
        pending or completed action, suit, arbitration, alternate dispute resolution
        mechanism, investigation, inquiry, administrative hearing or any other actual,
        threatened or completed proceeding, formal or informal, whether brought in
        the
        right of the Company or otherwise and whether of a civil, criminal,
        administrative or investigative nature, in which Indemnitee was, is or will
        be
        involved as a party or otherwise by reason of the fact that Indemnitee is
        or was
        a director or officer of the Company, by reason of any action taken or omitted,
        or alleged to have been taken or omitted, by him or of any action taken or
        omitted, or alleged to have been taken or omitted, on his part while acting
        as
        director or officer of the Company, or by reason of the fact that he is or
        was
        serving at the request of the Company as a director, officer, employee or
        agent
        of another corporation, limited liability company, partnership, joint venture,
        trust or other enterprise, in each case whether or not (i) the claim arose
        or is
        based on acts occurring before or after the date of this Agreement or (ii)
        he is
        acting or serving in such capacity at the time any liability or expense is
        incurred for which indemnification, reimbursement, or advancement of expenses
        can be provided under this Agreement; except one initiated by an Indemnitee
        to
        enforce his rights under this Agreement. 

       

      (h)  Reference
        to “other enterprise” shall include employee
        benefit plans; references to “fines” shall include any excise tax assessed with
        respect to any employee benefit plan; references to “serving at the request of
        the Company” shall include any service as a director, officer, employee or agent
        of the Company which imposes duties on, or involves services by, such director,
        officer, employee or agent with respect to an employee benefit plan, its
        participants or beneficiaries; and a person who acted in good faith and in
        a
        manner he reasonably believed to be in the best interests of the participants
        and beneficiaries of an employee benefit plan shall be deemed to have acted
        in
        manner “not opposed to the best interests of the Company” as referred to in this
        Agreement.

       

      Section
        3.  Indemnity in Proceedings. 

       

      (a)  Third
        Party Proceedings. The Company shall
        indemnify Indemnitee in accordance with the provisions of this Section
        3(a) if Indemnitee is, or is threatened to be made, a party to or a
        participant in any Proceeding other than a Proceeding by or in the right
        of the
        Company to procure a judgment in its favor. Pursuant to this Section
        3(a), Indemnitee shall be indemnified to the fullest extent permitted by
        applicable law against all Expenses, judgments, fines and amounts paid in
        settlement actually and reasonably incurred by Indemnitee or on his behalf
        in
        connection with such Proceeding or any claim, issue or matter therein if
        Indemnitee acted in good faith and in a manner he reasonably believed to
        be in
        or not opposed to the best interests of the Company and, in the case of a
        criminal proceeding had no reasonable cause to believe that his conduct was
        unlawful.

       

      (b)  Indemnity
        in Proceedings by or in the Right of the
        Company. The Company shall indemnify Indemnitee in accordance with the
        provisions of this Section 3(b) if Indemnitee is, or is threatened to be
        made, a
        party to or a participant in any Proceeding by or in the right of the Company
        to
        procure a judgment in its favor. Pursuant to this Section 3(b), Indemnitee
        shall
        be indemnified to the fullest extent permitted by applicable law against
        all
        Expenses actually and reasonably incurred by him or on his behalf in connection
        with such Proceeding or any claim, issue or matter therein, if Indemnitee
        acted
        in good faith and in a manner he reasonably believed to be in or not opposed
        to
        the best interests of the Company. No indemnification for Expenses shall
        be made
        under this Section 3(b) in respect of any claim, issue or matter as to which
        Indemnitee shall have been finally adjudged by a court to be liable to the
        Company, unless and only to the extent that the Delaware Court of Chancery
        or
        any court in which the Proceeding was brought shall determine upon application
        that, despite the adjudication of liability but in view of all the circumstances
        of the case, Indemnitee is fairly and reasonably entitled to indemnification.
        

       

      Section
        4.  Indemnification for Expenses of a Party Who
        is Wholly or Partly Successful. Notwithstanding any other provisions of this
        Agreement, to the fullest extent permitted by applicable law and to the extent
        that Indemnitee is a party to (or a participant in) and is successful, on
        the
        merits or otherwise, in any Proceeding or in defense of any claim, issue
        or
        matter therein, in whole or in part, the Company shall indemnify Indemnitee
        against all Expenses actually and reasonably incurred by him in connection
        therewith. If Indemnitee is not wholly successful in such Proceeding but
        is
        successful, on the merits or otherwise, as to one or more but less than all
        claims, issues or matters in such Proceeding, the Company shall indemnify
        Indemnitee against all Expenses actually and reasonably incurred by him or
        on
        his behalf in connection with each successfully resolved claim, issue or
        matter.
        If the Indemnitee is not wholly successful in such Proceeding, the Company
        also
        shall indemnify Indemnitee against all Expenses reasonably incurred in
        connection with a claim, issue or matter related to any claim, issue, or
        matter
        on which the Indemnitee was successful. For purposes of this Section and
        without
        limitation, the termination of any claim, issue or matter in such a Proceeding
        by dismissal, with or without prejudice, shall be deemed to be a successful
        result as to such claim, issue or matter.

       

      Section
        5.  Indemnification For Expenses of a
        Witness. Notwithstanding any other provision of this Agreement, to the
        fullest extent permitted by applicable law and to the extent that Indemnitee
        is,
        by reason of his Corporate Status, a witness in any Proceeding to which
        Indemnitee is not a party, he shall be indemnified against all Expenses actually
        and reasonably incurred by him or on his behalf in connection therewith.

       

      Section
        6.  Additional Indemnification.

       

      (a)  Notwithstanding
        any limitation in Section 3 or Section 4, the Company shall
        indemnify Indemnitee to the fullest extent permitted by applicable law if
        Indemnitee is a party to or threatened to be made a party to any Proceeding
        (including a Proceeding by or in the right of the Company to procure a judgment
        in its favor) against all Expenses, judgments, fines and amounts paid in
        settlement actually and reasonably incurred by Indemnitee in connection with
        the
        Proceeding. 

       

      (b)  For
        purposes of Section 6(a), the meaning of the phrase “to the fullest
        extent permitted by applicable law” shall include, but not be limited to:

       

      i.  to
        the fullest extent permitted by the provision of the
        DGCL that authorizes or contemplates additional indemnification by agreement,
        or
        the corresponding provision of any amendment to or replacement of the DGCL,
        and

       

      ii.  to
        the fullest extent authorized or permitted by any
        amendments to or replacements of the DGCL adopted after the date of this
        Agreement that increase the extent to which a corporation may indemnify its
        officers and directors.

       

      Section
        7.  Exclusions. Notwithstanding any
        provision in this Agreement, the Company shall not be obligated under this
        Agreement to make any indemnity in connection with any claim made against
        Indemnitee:

       

      (a)  for
        which payment has actually been made to or on
        behalf of Indemnitee under any insurance policy or other indemnity provision,
        except with respect to any excess beyond the amount paid under any insurance
        policy or other indemnity provision; or

       

      (b)  for
        (i) an accounting of profits made from the
        purchase and sale (or sale and purchase) by Indemnitee of securities of the
        Company within the meaning of Section 16(b) of the Exchange Act (as defined
        in
Section 2(a)), or similar provisions of state statutory law or common law
        or (ii) any reimbursement of the Company by the Indemnitee of any remuneration,
        bonus or other incentive-based or equity-based compensation or of any profits
        realized by the Indemnitee from the sale of securities of the Company, as
        required in each case under the Exchange Act or if such remuneration,
        compensation or profit was in violation of law; or

       

      (c)  except
        as provided in Section 12(d), in
        connection with any Proceeding (or any part of any Proceeding) initiated
        by
        Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
        by Indemnitee against the Company or its directors, officers, employees or
        other
        indemnitees, unless (i) the Board of Directors of the Company authorized
        the
        Proceeding (or any part of any Proceeding) prior to its initiation or (ii)
        the
        Company provides the indemnification, in its sole discretion, pursuant to
        the
        powers vested in the Company under applicable law; or 

       

      (d)  to
        indemnify Indemnitee in connection with proceedings
        or claims involving the enforcement of non-compete and/or non-disclosure
        agreements or the non-compete and/or non-disclosure provisions of employment,
        consulting or similar agreements the Indemnitee may be a party to with the
        Company, or any subsidiary of the Company or any other applicable corporation,
        partnership, joint venture, trust or other Enterprise, if any.

       

      Any
        provision herein to the contrary notwithstanding, the Company
        shall not be obligated to indemnify the Indemnitee or otherwise act pursuant
        to
        the terms hereof in violation of any undertaking appearing in, and required
        by
        the rules and regulations promulgated under the Securities Act of 1933, as
        amended (the “Act”), any registration statement filed with the SEC under the
        Act. The Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation
        S-K promulgated under the Act requires the company to undertake in connection
        with any registration statement filed under the Act to submit the issue of
        the
        enforceability of the Indemnitees’ rights under this Agreement in connection
        with any liability under the Act on public policy grounds to a court of
        appropriate jurisdiction and to be governed by any final adjudication of
        such
        issues. The Indemnitee specifically agrees that any such undertaking shall
        supersede the provisions of this Agreement and to be bound by any such
        undertaking. 

       

      Any
        provisions herein to the contrary notwithstanding, the Company
        shall not be obligated pursuant to the terms of this Agreement to indemnify
        the
        Indemnitee under this Agreement for any amounts paid in settlement of a
        Proceeding effected without the Company’s prior written consent, which shall not
        be unreasonably withheld. 

       

      Section
        8.  Advances of Expenses. Notwithstanding
        any provision of this Agreement to the contrary, the Company shall advance,
        to
        the extent not prohibited by law, the expenses incurred by Indemnitee in
        connection with any Proceeding, and such advancement shall be made within
        30
        days after the receipt by the Company of a statement or statements requesting
        such advances from time to time, whether prior to or after final disposition
        of
        any Proceeding. Advances shall be unsecured and interest free. Advances shall
        be
        made without regard to Indemnitee’s ability to repay the expenses and without
        regard to Indemnitee’s ultimate entitlement to indemnification under the other
        provisions of this Agreement. Advances shall include any and all reasonable
        Expenses incurred pursuing an action to enforce this right of advancement,
        including Expenses incurred preparing and forwarding statements to the Company
        to support the advances claimed. The Indemnitee shall qualify for advances
        upon
        the execution and delivery to the Company of this Agreement which shall
        constitute an undertaking providing that the Indemnitee undertakes to repay
        the
        advance to the extent that it is ultimately determined that Indemnitee is
        not
        entitled to be indemnified by the Company. This Section 8 shall not apply
        to any claim made by Indemnitee for which indemnity is excluded pursuant
        to
Section 7.

       

      Section
        9.  Procedure for Notification and Defense of
        Claim.

       

      (a)  To
        obtain indemnification under this Agreement,
        Indemnitee shall submit to the Company a written request, including therein
        or
        therewith such documentation and information as is reasonably available to
        Indemnitee and is reasonably necessary to determine whether and to what extent
        Indemnitee is entitled to indemnification following the final disposition
        of
        such action, suit or proceeding. The delay or omission to notify the Company
        will not relieve the Company from any liability which it may have to Indemnitee
        otherwise than under this Agreement. The Secretary of the Company shall,
        promptly upon receipt of such a request for indemnification, advise the Board
        in
        writing that Indemnitee has requested indemnification.

       

      (b)  The
        Company will be entitled to participate in the
        Proceeding at its own expense.

       

      Section
        10.  Procedure Upon Application for
        Indemnification. 

       

      (a)  Upon
        written request by Indemnitee for indemnification
        pursuant to the first sentence of Section 9(a) or for advances pursuant
        to the first sentence of Section 8, a determination, if required by
        applicable law, with respect to Indemnitee’s entitlement thereto shall be made
        in the specific case: (i) if a Change in Control shall have occurred, by
        Independent Counsel in a written opinion to the Board of Directors, a copy
        of
        which shall be delivered to Indemnitee; or (ii) if a Change in Control shall
        not
        have occurred, (A) by a majority vote of the Disinterested Directors, provided
        that such directors constitute a quorum of the Board, (B) if a quorum of
        the
        Board cannot be obtained under the foregoing clause (A), by a committee of
        two
        or more Disinterested Directors designated by a majority vote of members
        of the
        Board (including directors other than Disinterested Directors) constituting
        a
        quorum of the Board, (C) if there are not at least two Disinterested Directors
        or, if such Disinterested Directors so direct, by Independent Counsel in
        a
        written opinion to the Board, a copy of which shall be delivered to Indemnitee
        or (D) if so directed by the Board, by the stockholders of the Company
        (excluding shares owned by or voted under the control of directors that are
        at
        the time parties to the Proceeding); provided, however, that if
        Independent Counsel makes the determination that Indemnitee is entitled to
        indemnification, the authorization of indemnification and the evaluation
        as to
        reasonableness of expenses shall be made by the persons set forth in the
        foregoing clause (ii)(A) or, if necessary, clause (ii)(B). If, upon written
        request made by Indemnitee pursuant to Section 9(a), it is so determined
        that Indemnitee is entitled to indemnification, payment to Indemnitee of
        all
        authorized indemnification amounts, including expenses determined to be
        reasonable, shall be made within ten (10) days after such determination.
        Indemnitee shall cooperate with the person, persons or entity making such
        determination with respect to Indemnitee's entitlement to indemnification,
        including providing to such person, persons or entity upon reasonable advance
        request any documentation or information which is not privileged or otherwise
        protected from disclosure and which is reasonably available to Indemnitee
        and
        reasonably necessary to such determination. Any costs or expenses (including
        attorneys' fees and disbursements) incurred by Indemnitee in so cooperating
        with
        the person, persons or entity making such determination shall be borne by
        the
        Company (irrespective of the determination as to Indemnitee's entitlement
        to
        indemnification) and the Company hereby indemnifies and agrees to hold
        Indemnitee harmless therefrom. 

       

      (b)  In
        the event the determination of entitlement to
        indemnification is to be made by Independent Counsel pursuant to Section
        10(a) hereof, the Independent Counsel shall be selected as provided in this
        Section 10(b). If a Change in Control shall not have occurred, the
        Independent counsel shall be selected by the Board of Directors, and the
        Company
        shall give written notice to Indemnitee advising him of the identity of the
        Independent Counsel so selected. If a Change in Control shall have occurred,
        the
        Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall
        request that such selection be made by the Board of Directors, in which event
        the preceding sentence shall apply), and Indemnitee shall give written notice
        to
        the Company advising it of the identity of the Independent Counsel so selected.
        In either event, Indemnitee or the Company, as the case may be, may, within
        10
        days after such written notice of selection shall have been given, deliver
        to
        the Company or to Indemnitee, as the case may be, a written objection to
        such
        selection; provided however, that such objection may be asserted only on
        the
        ground that the Independent Counsel so selected does not meet the requirements
        of “Independent Counsel” as defined in Section 2 of this Agreement, and
        the objection shall set forth with particularity the factual basis of such
        assertion. Absent a proper and timely objection, the person so selected shall
        act as Independent counsel. If such written objection is so made and
        substantiated, the Independent Counsel so selected may not serve as Independent
        Counsel unless and until such objection is withdrawn or a court has determined
        that such objection is without merit. If, within 20 days after the later
        of
        submission by Indemnitee of a written request for indemnification pursuant
        to
Section 9(a) hereof and the final disposition of the Proceeding, no
        Independent Counsel shall have been selected and not objected to, either
        the
        Company or Indemnitee may petition a court of competent jurisdiction for
        resolution of any objection which shall have been made by the Company or
        Indemnitee to the other’s selection of Independent Counsel and/or for the
        appointment as Independent Counsel of a person selected by the Court or by
        such
        other person as the Court shall designate, and the person with respect to
        whom
        all objections are so resolved or the person so appointed shall act as
        Independent Counsel under Section 10(a) hereof. Upon the due commencement
        of any judicial proceeding or arbitration pursuant to Section 12(a) of
        this Agreement, Independent Counsel shall be discharged and relieved of any
        further responsibility in such capacity (subject to the applicable standards
        of
        professional conduct then prevailing).

       

      Section
        11.  Presumptions and Effect of Certain
        Proceedings.

       

      (a)  In
        making a determination with respect to entitlement
        to indemnification hereunder, the person or persons or entity making such
        determination shall presume that Indemnitee is entitled to indemnification
        under
        this Agreement if Indemnitee has submitted a request for indemnification
        in
        accordance with Section 9(a) of this Agreement, and the Company shall, to
        the fullest extent not prohibited by law, have the burden of proof to overcome
        that presumption in connection with the making by any person, persons or
        entity
        of any determination contrary to that presumption. Neither the failure of
        the
        Company (including by its directors or independent legal counsel) to have
        made a
        determination prior to the commencement of any action pursuant to this Agreement
        that indemnification is proper in the circumstances because Indemnitee has
        met
        the applicable standard of conduct, nor an actual determination by the Company
        (including by its directors or independent legal counsel) that Indemnitee
        has
        not met such applicable standard of conduct, shall be a defense to the action
        or
        create a presumption that Indemnitee has not met the applicable standard
        of
        conduct.

       

      (b)  Subject
        to Section 12(e), if the person,
        persons or entity empowered or selected under Section 10(a) to determine
        whether Indemnitee is entitled to indemnification shall not have made a
        determination within sixty (60) days after receipt by the Company of the
        request
        therefor, the requisite determination of entitlement to indemnification shall,
        to the fullest extent not prohibited by law, be deemed to have been made
        and
        Indemnitee shall be entitled to such indemnification, absent (i) a determination
        made pursuant to the procedures set forth in Section 10(a) that there has
        been a
        misstatement by Indemnitee of a material fact, or an omission of a material
        fact
        necessary to make Indemnitee’s statement not materially misleading, in
        connection with the request for indemnification, or (ii) a prohibition of
        such
        indemnification under applicable law; provided, however, that such 60-day
        period
        may be extended for a reasonable time, not to exceed an additional thirty
        (30)
        days, if the person, persons or entity making the determination with respect
        to
        entitlement to indemnification in good faith requires such additional time
        for
        the obtaining or evaluating of documentation and/or information relating
        thereto; and provided, further, that the foregoing provisions of this Section
        11(b) shall not apply (i) if the determination of entitlement to
        indemnification is to be made by the stockholders pursuant to Section
        10(a) and if (A) within fifteen (15) days after receipt by the Company of
        the request for such determination the Board of Directors has resolved to
        submit
        such determination to the stockholders for their consideration at an annual
        meeting thereof to be held within seventy five (75) days after such receipt
        and
        such determination is made thereat, or (B) a special meeting of stockholders
        is
        called within fifteen (15) days after such receipt for the purpose of making
        such determination, such meeting is held for such purpose within sixty (60)
        days
        after having been so called and such determination is made thereat, or (ii)
        if
        the determination of entitlement to indemnification is to be made by Independent
        Counsel pursuant to Section 10(a).

       

      (c)  The
        termination of any Proceeding or of any claim,
        issue or matter therein, by judgment, order, settlement or conviction, or
        upon a
        plea of nolo contendere or its equivalent, shall not (except
        as otherwise expressly provided in this Agreement) of itself adversely affect
        the right of Indemnitee to indemnification or create a presumption that
        Indemnitee did not act in good faith and in a manner which he reasonably
        believed to be in or not opposed to the best interests of the Company or,
        with
        respect to any criminal Proceeding, that Indemnitee had reasonable cause
        to
        believe that his conduct was unlawful.

       

      (d)  Reliance
        as Safe Harbor. For purposes of any
        determination of good faith, Indemnitee shall be deemed to have acted in
        good
        faith if Indemnitee’s action is based on the records or books of account of the
        Enterprise, including financial statements, or on information supplied to
        Indemnitee by the officers and/or employees of the Enterprise in the course
        of
        their duties, or on the advice of legal counsel for the Enterprise or on
        information or records given or reports made to the Enterprise by an independent
        certified public accountant or by an appraiser or other expert selected with
        the
        reasonable care by the Enterprise. The provisions of this Section 11(d)
        shall not be deemed to be exclusive or to limit in any way the other
        circumstances in which the Indemnitee may be deemed to have met the applicable
        standard of conduct set forth in this Agreement.

       

      (e)  Actions
        of Others. The knowledge and/or
        actions, or failure to act, of any director, officer, agent or employee of
        the
        Enterprise shall not be imputed to Indemnitee for purposes of determining
        the
        right to indemnification under this Agreement.

       

      Section
        12.  Remedies of Indemnitee. 

       

      (a)  Subject
        to Section 12(e), in the event that (i)
        a determination is made pursuant to Section 10 that Indemnitee is not
        entitled to indemnification under this Agreement, (ii) advancement of Expenses
        is not timely made pursuant to Section 8, (iii) no determination of
        entitlement to indemnification shall have been made pursuant to Section
        10(a) within 90 days after receipt by the Company of the request for
        indemnification, (iv) payment of indemnification is not made pursuant to
        Section 4 or Section 5 or the last sentence of Section
        10(a) of this Agreement within ten (10) days after receipt by the Company
        of
        a written request therefor, (v) payment of indemnification pursuant to
Section 3 or Section 6 is not made within ten (10) days after a
        determination has been made that Indemnitee is entitled to indemnification,
        or
        (vi) in the event that the Company or any other person takes or threatens
        to
        take any action to declare this Agreement void or unenforceable, or institutes
        any litigation or other action or Proceeding designed to deny, or to recover
        from, the Indemnitee the benefits provided or intended to be provided to
        the
        Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by
        a court
        of his entitlement to such indemnification or advancement of Expenses.
        Alternatively, Indemnitee, at his option, may seek an award in arbitration
        to be
        conducted by a single arbitrator pursuant to the Commercial Arbitration Rules
        of
        the American Arbitration Association. Indemnitee shall commence such proceeding
        seeking an adjudication or an award in arbitration within 180 days following
        the
        date on which Indemnitee first has the right to commence such proceeding
        pursuant to this Section 12(a); provided, however, that the
        foregoing clause shall not apply in respect of a proceeding brought by
        Indemnitee to enforce his rights under Section 4. The Company shall
        not oppose Indemnitee’s right to seek any such adjudication or award in
        arbitration.

       

      (b)  In
        the event that a determination shall have been made
        pursuant to Section 10(a) that Indemnitee is not entitled to
        indemnification, any judicial proceeding or arbitration commenced pursuant
        to
        this Section 12 shall be conducted in all respects as a
de novo trial, or arbitration, on the merits and Indemnitee
        shall not be prejudiced by reason of that adverse determination. In any judicial
        proceeding or arbitration commenced pursuant to this Section 12 the
        Company shall have the burden of proving Indemnitee is not entitled to
        indemnification or advancement of Expenses, as the case may be.

       

      (c)  If
        a determination shall have been made pursuant to
Section 10(a) that Indemnitee is entitled to indemnification, the
        Company shall be bound by such determination in any judicial proceeding or
        arbitration commenced pursuant to this Section 12, absent (i) a
        misstatement by Indemnitee of a material fact, or an omission of a material
        fact
        necessary to make Indemnitee’s statement not materially misleading, in
        connection with the request for indemnification, or (ii) a prohibition of
        such
        indemnification under applicable law. 

       

      (d)  The
        Company shall be precluded from asserting in any
        judicial proceeding or arbitration commenced pursuant to this Section 12
        that the procedures and presumptions of this Agreement are not valid, binding
        and enforceable and shall stipulate in any such court or before any such
        arbitrator that the Company is bound by all the provisions of this Agreement.
        It
        is the intent of the Company that the Indemnitee not be required to incur
        legal
        fees or other Expenses associated with the interpretation, enforcement or
        defense of Indemnitee’s rights under this Agreement by litigation or otherwise
        because the cost and expense thereof would substantially detract from the
        benefits intended to be extended to the Indemnitee hereunder. The Company
        shall
        indemnify Indemnitee against any and all Expenses and, if requested by
        Indemnitee, shall (within ten (10) days after receipt by the Company of a
        written request therefore) advance, to the extent not prohibited by law,
        such
        expenses to Indemnitee, which are incurred by Indemnitee in connection with
        any
        action brought by Indemnitee for indemnification or advance of Expenses from
        the
        Company under this Agreement or under any directors’ and officers’ liability
        insurance policies maintained by the Company, regardless of whether Indemnitee
        ultimately is determined to be entitled to such indemnification, advancement
        of
        Expenses or insurance recovery, as the case may be.

      
        
           

          (e) 
            Notwithstanding
            anything in this Agreement to the contrary, no determination as to entitlement
            to indemnification under this Agreement shall be required to be made
            prior to
            the final disposition of the Proceeding.

           

        

      

      Section
        13.  Non-exclusivity; Survival of Rights;
        Insurance; Subrogation. 

       

      (a)  The
        rights of indemnification and to receive
        advancement of Expenses as provided by this Agreement shall not be deemed
        exclusive of any other rights to which Indemnitee may at any time be entitled
        under applicable law, the Company’s Certificate of Incorporation, the Company’s
        Bylaws, any agreement, a vote of stockholders or a resolution of directors,
        or
        otherwise. No amendment, alteration or repeal of this Agreement or of any
        provision hereof shall limit or restrict any right of Indemnitee under this
        Agreement in respect of any action taken or omitted by such Indemnitee in
        his
        Corporate Status prior to such amendment, alteration or repeal. To the extent
        that a change in Delaware law, whether by statute or judicial decision, permits
        greater indemnification or advancement of Expenses than would be afforded
        currently under the Company’s Bylaws and this Agreement, it is the intent of the
        parties hereto that Indemnitee shall enjoy by this Agreement the greater
        benefits so afforded by such change. No right or remedy herein conferred
        is
        intended to be exclusive of any other right or remedy, and every other right
        and
        remedy shall be cumulative and in addition to every other right and remedy
        given
        hereunder or now or hereafter existing at law or in equity or otherwise.
        The
        assertion or employment of any right or remedy hereunder, or otherwise, shall
        not prevent the concurrent assertion or employment of any other right or
        remedy.

       

      (b)  Unless
        this provision is subsequently amended by
        action of the Board, the Company shall maintain an insurance policy or policies
        providing liability insurance for directors, officers, employees, or agents
        of
        the Company or of any other corporation, partnership, joint venture, trust,
        employee benefit plan or other enterprise which such person serves at the
        request of the Company. Indemnitee shall be covered by such policy or policies
        in accordance with its or their terms to the maximum extent of the coverage
        available for any such director, officer, employee or agent under such policy
        or
        policies. If, at the time of the receipt of a notice of a claim pursuant
        to the
        terms hereof, the Company has director and officer liability insurance in
        effect, the Company shall give prompt notice of the commencement of such
        proceeding to the insurers in accordance with the procedures set forth in
        the
        respective policies. The Company shall thereafter take all necessary or
        desirable action to cause such insurers to pay, on behalf of the Indemnitee,
        all
        amounts payable as a result of such proceeding in accordance with the terms
        of
        such policies.

       

      (c)  In
        the event of any payment under this Agreement, the
        Company shall be subrogated to the extent of such payment to all of the rights
        of recovery of Indemnitee, who shall execute all papers required and take
        all
        action necessary to secure such rights, including execution of such documents
        as
        are necessary to enable the Company to bring suit to enforce such rights.

       

      (d)  The
        Company shall not be liable under this Agreement
        to make any payment of amounts otherwise indemnifiable (or for which advancement
        is provided hereunder) hereunder if and to the extent that Indemnitee has
        otherwise actually received such payment under any insurance policy, contract,
        agreement or otherwise.

       

      (e)  The
        Company’s obligation to indemnify or advance
        Expenses hereunder to Indemnitee who is or was serving at the request of
        the
        Company as a director, officer, employee or agent of any other corporation,
        limited liability company, partnership, joint venture, trust, employee benefit
        plan or other enterprise shall be reduced by any amount Indemnitee has actually
        received as indemnification or advancement of expenses from such other
        corporation, limited liability company, partnership, joint venture, trust,
        employee benefit plan or other enterprise.

       

      Section
        14.  Duration of Agreement. This Agreement
        shall continue until and terminate upon the later of: (a) 10 years after
        the
        date that Indemnitee shall have ceased to serve as director and/or officer
        of
        the Company or ceased to serve at the request of the Company in any capacity
        with any subsidiary of the Company or any other Enterprise or (b) 1 year
        after
        the final termination of any Proceeding then pending in respect of which
        Indemnitee is granted rights of indemnification or advancement of Expenses
        hereunder and of any proceeding commenced by Indemnitee pursuant to
Section 12 relating thereto. This Agreement shall be binding upon
        the Company and its successors and assigns and shall inure to the benefit
        of
        Indemnitee and his heirs, executors and administrators. In the event of a
        Change
        of Control as defined in Section 2(a)(iii) hereof, or other merger,
        consolidation, or reorganization of the Company if the Company shall not
        be the
        surviving, resulting or acquiring corporation therein, the Company shall
        require
        as a condition thereto that the surviving, resulting, or acquiring corporation
        agree to indemnify the Indemnitee to the full extent provided in this Agreement,
        such that the Indemnitee shall stand in the same position under this Agreement
        with respect to the resulting, surviving or acquiring corporation as he would
        have with respect to the Company if its separate existence had continued.

       

      Section
        15.  Severability. If any provision or
        provisions of this Agreement shall be held to be invalid, illegal or
        unenforceable for any reason whatsoever: (a) the validity, legality and
        enforceability of the remaining provisions of this Agreement (including without
        limitation, each portion of any Section of this Agreement containing any
        such
        provision held to be invalid, illegal or unenforceable, that is not itself
        invalid, illegal or unenforceable) shall not in any way be affected or impaired
        thereby and shall remain enforceable to the fullest extent permitted by law;
        (b)
        such provision or provisions shall be deemed reformed to the extent necessary
        to
        conform to applicable law and to give the maximum effect to the intent of
        the
        parties hereto; and (c) to the fullest extent possible, the provisions of
        this
        Agreement (including, without limitation, each portion of any Section of
        this
        Agreement containing any such provision held to be invalid, illegal or
        unenforceable, that is not itself invalid, illegal or unenforceable) shall
        be
        construed so as to give effect to the intent manifested thereby.

       

      Section
        16.  Enforcement.

       

      (a)  The
        Company expressly confirms and agrees that it has
        entered into this Agreement and assumed the obligations imposed on it hereby
        in
        order to induce Indemnitee to serve as a director or officer of the Company,
        and
        the Company acknowledges that Indemnitee is relying upon this Agreement in
        serving as a director or officer of the Company.

       

      (b)  This
        Agreement constitutes the entire agreement
        between the parties hereto with respect to the subject matter hereof and
        supersedes all prior agreements and understandings, oral, written and implied,
        between the parties hereto with respect to the subject matter hereof; provided,
        however, that this Agreement is a supplement to and in furtherance of the
        Certificate of Incorporation, the Bylaws of the Company and applicable law,
        and
        shall not be deemed a substitute therefor, nor to diminish or abrogate any
        rights of Indemnitee thereunder.

       

      Section
        17.  Modification and Waiver. No supplement,
        modification or amendment of this Agreement shall be binding unless executed
        in
        writing by the parties hereto. No waiver of any of the provisions of this
        Agreement shall be deemed or shall constitute a waiver of any other provisions
        of this Agreement nor shall any waiver constitute a continuing waiver.

       

      Section
        18.  Notice by Indemnitee. Indemnitee agrees
        promptly to notify the Company in writing upon being served with any summons,
        citation, subpoena, complaint, indictment, information or other document
        relating to any Proceeding or matter which may be subject to indemnification
        or
        advancement of Expenses covered hereunder. The failure of Indemnitee to so
        notify the Company shall not relieve the Company of any obligation which
        it may
        have to the Indemnitee under this Agreement or otherwise. 

       

      Section
        19.  Notices. All notices,
        requests, demands and other communications under this Agreement shall be
        in
        writing and shall be deemed to have been duly given if (a) delivered by hand
        and
        receipted for by the party to whom said notice or other communication shall
        have
        been directed, (b) mailed by certified or registered mail with postage prepaid,
        on the third business day after the date on which it is so mailed, (c) mailed
        by
        reputable overnight courier and receipted for by the party to whom said notice
        or other communication shall have been directed or (d) sent by facsimile
        transmission, with receipt of oral confirmation that such transmission has
        been
        received:

       

      (a)  If
        to Indemnitee, at the address indicated on the
        signature page of this Agreement, or such other address as Indemnitee shall
        provide to the Company.

       

      (b)  If
        to the Company to:

       

      Merisel,
        Inc.

       

      127
        West 30th Street

       

      New
        York, NY 10001

       

      Attention:
        Donald R. Uzzi

       

      Fax:
        (917) 351-5889

       

      or
        to any other address as may have been furnished to Indemnitee by
        the Company.

       

      Section
        20.  Contribution. To the fullest extent
        permissible under applicable law, if the indemnification provided for in
        this
        Agreement is unavailable to Indemnitee for any reason whatsoever, the Company,
        in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
        by
        Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts
        paid
        or to be paid in settlement and/or for Expenses, in connection with any claim
        relating to an indemnifiable event under this Agreement, in such proportion
        as
        is deemed fair and reasonable in light of all of the circumstances of such
        Proceeding in order to reflect (i) the relative benefits received by the
        Company
        and Indemnitee as a result of the event(s) and/or transaction(s) giving cause
        to
        such Proceeding; and/or (ii) the relative fault of the Company (and its
        directors, officers, employees and agents) and Indemnitee in connection with
        such event(s) and/or transaction(s).

       

      Section
        21.  Applicable Law and Consent to
        Jurisdiction. This Agreement and the legal relations among the parties shall
        be governed by, and construed and enforced in accordance with, the laws of
        the
        State of Delaware, without regard to its conflict of laws rules. Except with
        respect to any arbitration commenced by Indemnitee pursuant to Section 12(a)
        of
        this Agreement, the Company and Indemnitee hereby irrevocably and
        unconditionally (i) agree that any action or proceeding arising out of or
        in
        connection with this Agreement shall be brought only in the Chancery Court
        of
        the State of Delaware (the “Delaware Court”), and not in any other state or
        federal court in the United States of America or any court in any other country,
        (ii) consent to submit to the exclusive jurisdiction of the Delaware court
        for
        purposes of any action or proceeding arising out of or in connection with
        this
        Agreement, (iii) appoint, to the extent such party is not otherwise subject
        to
        service of process in the State of Delaware, the person or entity who is
        listed
        as the Company’s registered agent in the State of Delaware in the records of the
        Delaware Secretary of State as such party’s agent for acceptance of legal
        process in connection with any such action or proceeding against such party
        with
        the same legal force and validity as if served upon such party personally
        within
        the State of Delaware, (iv) waive any objection to the laying of venue of
        any
        such action or proceeding in the Delaware Court, and (v) waive, and agree
        not to
        plead or to make, any claim that any such action or proceeding brought in
        the
        Delaware Court has been brought in an improper or inconvenient forum. 

       

      Section
        22.  Identical Counterparts. This Agreement
        may be executed in one or more counterparts, each of which shall for all
        purposes be deemed to be an original but all of which together shall constitute
        one and the same Agreement. Only one such counterpart signed by the party
        against whom enforceability is sought needs to be produced to evidence the
        existence of this Agreement.

       

      Section
        23.  Miscellaneous. Use of the masculine
        pronoun shall be deemed to include usage of the feminine pronoun where
        appropriate. The headings of the paragraphs of this Agreement are inserted
        for
        convenience only and shall not be deemed to constitute part of this Agreement
        or
        to affect the construction thereof.

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the parties have caused this Indemnity Agreement to be signed as of the day
        and
        year first above written.

       

       


      
        	
                MERISEL,
                  INC.

                 

              	 	
                INDEMNITEE:

                 

              
	
                By:

                 

              	 	
                By:

                 

              	 
	 	
                Donald
                  R. Uzzi

                 

              	 	
                Name

                 

              
	 	 	
                Address: