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                             EXHIBIT 10.21


                          EMPLOYMENT AGREEMENT


     This Employment Agreement ("Agreement"), dated as of ______________, 
1998 is between CompUSA Inc., a Delaware corporation, and [Name of Employee]
("Employee").

                            R E C I T A L S:

     A.   Employee has been employed by Employer, and Employer and Employee 
have entered into a written agreement dated as of ______________, 199__ and 
an amendment thereto dated as of __________________ (collectively, the "Prior 
Agreement"), to specify the terms and conditions of Employee's continued 
employment with Employer.

     B.   Employer and Employee desire to replace the Prior Agreement with 
this Agreement.

     C.   Employer considers the maintenance of a sound management team, 
including Employee, essential to protecting and enhancing its best interests 
and those of its stockholders.

     D.   Employer recognizes that the possibility of a change in control of 
Employer may result in the departure or distraction of management to the 
detriment of Employer and its stockholders.

     E.   Employee is a vice president of Employer and an integral member of 
its management team.

     F.   Employer has determined that appropriate steps should be taken to 
reinforce and encourage the continued attention and dedication of selected 
members of Employer's management team to their assigned duties without the 
distraction arising from the possibility of a change in control of Employer.

     NOW, THEREFORE, in consideration of Employee's past and future 
employment with Employer and other good and valuable consideration including 
the mutual release of Employer and Employee of their respective obligations 
under the Prior Agreement, the parties agree as follows:

     SECTION 1.     EMPLOYMENT.  Employer hereby employs Employee, and 
Employee hereby accepts employment, upon the terms and subject to the 
conditions hereinafter set forth.

     SECTION 2.     DUTIES.  Employee shall be employed as Vice President 
-____________ of the Company, or such other position to which he may be 
appointed by the Board of Directors.  Employee agrees to devote his full time 
and best efforts to the performance of the duties attendant to his executive 
position with Employer.


                                     
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     SECTION 3.     TERM.  The term of employment of Employee hereunder shall 
commence on the date of this Agreement (the "Commencement Date") and continue 
until May 1, 2000 unless earlier terminated pursuant to Section 6 or Section 
10.

     SECTION 4.     COMPENSATION AND BENEFITS.  In consideration for the 
services of Employee hereunder, Employer shall compensate Employee as follows:

     (a)  BASE SALARY.  Until the termination of Employee's employment 
hereunder, Employer shall pay Employee, bi-weekly in arrears, a base salary 
at an annual rate of not less than $__________ (as it may be increased from 
time to time, the "Base Salary").  The Base Salary as then in effect may not 
be decreased at any time during the term of Employee's employment hereunder 
and shall be reviewed by Employer each October.  Any increase in the Base 
Salary shall be in the sole discretion of the Compensation Committee of the 
Board of Directors of the Company.

     (b)  MANAGEMENT INCENTIVE BONUS.  Employee shall be eligible to receive 
from Employer such annual management incentive bonuses as may be provided in 
management incentive bonus plans adopted from time to time by Employer.

     (c)  VACATION.  Employee shall be entitled to 120 hours of paid vacation 
per year at the reasonable and mutual convenience of Employer and Employee. 
Unless otherwise approved by the Compensation Committee of the Board of 
Directors of the Company, accrued vacation not taken in any applicable period 
shall not be carried forward or used in any subsequent period.

     (d)  INSURANCE BENEFITS.  Employer shall provide accident, health, 
dental, disability and life insurance for Employee under the group accident, 
health, dental, disability and life insurance plans maintained by Employer 
for its full-time, salaried employees.

     (e)  CAR ALLOWANCE.  As a condition of Employee's employment, Employee 
shall from time to time be required to travel by automobile on Employer's 
business.  Accordingly, during the term of Employee's employment hereunder, 
Employer shall provide Employee with an annual car allowance of $7,200, 
payable in equal bi-weekly installments, to cover Employee's costs of 
obtaining, maintaining and insuring a suitable automobile.  Such amount shall 
be payable to Employee whether his actual costs in any particular period are 
less than, equal to or greater than $7,200.

     SECTION 5.     EXPENSES.  The parties anticipate that in connection with 
the services to be performed by Employee pursuant to the terms of this 
Agreement, Employee will be required to make payments for travel, 
entertainment of business associates and similar expenses.  Employer shall 
reimburse Employee for all reasonable expenses of types authorized by 
Employer and incurred by Employee in the performance of his duties hereunder. 
 Employee shall comply with such budget limitations and approval and 
reporting requirements with respect to expenses as Employer may establish 
from time to time.


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     SECTION 6.     TERMINATION.

     (a)  GENERAL.  Employee's employment hereunder shall commence on the 
Commencement Date and continue until the end of the term specified in Section 
3, except that the employment of Employee hereunder shall terminate prior to 
such time in accordance with the following:

          (i)    DEATH OR DISABILITY.  Upon the death of Employee during the 
     term of his employment hereunder or, at the option of Employer, in the 
     event of Employee's Disability, upon 30 days' notice to Employee.

          (ii)   FOR CAUSE.  For "Cause" immediately upon written notice by 
     Employer to Employee.  A termination shall be for Cause if:

               (1)     Employee commits a criminal act involving 
          moral turpitude; or

               (2)     Employee commits a material breach of any of the 
          covenants, terms and provisions hereof or fails to obey lawful and 
          proper written directions delivered to Employee by the Company's 
          Chairman of the Board, President, Chief Executive Officer or its 
          Board of Directors or by any of the Company's Executive Vice 
          Presidents or Senior Vice Presidents.

          (iii)  WITHOUT CAUSE.  Without Cause upon notice by Employer to 
     Employee.  Without limiting the foregoing, for purposes of Section 
     6(b)(ii) the termination of Employee's employment hereunder upon the 
     expiration of the term of his employment specified in Section 3 shall be 
     treated as a termination by Employer without Cause pursuant to this 
     Section 6(a)(iii).

     (b)  SEVERANCE PAY AND BONUSES.

          (i)    TERMINATION UPON DEATH OR DISABILITY.  Employee shall not be 
     entitled to any Separation Payments or any other severance pay or other 
     compensation upon termination of his employment hereunder pursuant to 
     Section 6(a)(i) except for the following (which shall be paid promptly 
     after termination, except as specified in subsection (4) below):

               (1)     his Base Salary accrued but unpaid as of the date of 
          termination;

               (2)     unpaid expense reimbursements under Section 5 for 
          expenses incurred in accordance with the terms hereof prior to 
          termination;


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               (3)     compensation for accrued, unused vacation as of the date 
          of termination, determined in accordance with Employer's policies and 
          procedures then in effect; and

               (4)     any bonus to which Employee would have been entitled for
          the Bonus Period if he were still employed hereunder on the last day
          of the Bonus Period.  Any such bonus shall be paid to Employee at the
          same time bonuses are paid in respect of the Bonus Period to other 
          employees of Employer entitled to receive bonuses for the Bonus 
          Period.  In the event the determination of Employee's bonus in 
          respect of the Bonus Period involves any subjective assessment, such 
          assessment shall be made in a manner most favorable to Employee.  For 
          purposes of this Section 6(b)(i)(4), the term "Bonus Period" means 
          the full fiscal year or other applicable bonus period during which 
          Employee's employment hereunder was terminated (or during which 
          Employee became Disabled, in the event of a termination for 
          Disability).

          (ii)   TERMINATION WITHOUT CAUSE; SEPARATION PAYMENTS.  In the 
     event Employee's employment hereunder is terminated pursuant to Section 
     6(a)(iii), Employer shall pay Employee Separation Payments as Employee's 
     sole remedy in connection with such termination.  "Separation Payments" 
     are payments made at the bi-weekly rate of Employee's Base Salary in 
     effect immediately preceding the date of termination.  Separation 
     Payments shall be made for six months after the date of termination (the 
     "Separation Payment Period") and shall be paid by Employer in equal 
     bi-weekly payments in arrears.  Separation Payments shall be reduced by 
     the amount of any personal services income earned by Employee during the 
     Separation Payment Period.  Separation Payments shall be made for the 
     number of months specified above without regard to the number of months 
     remaining in the term of this Agreement.  Notwithstanding the foregoing, 
     Employer's obligation to make, and Employee's right to receive, 
     Separation Payments shall terminate immediately upon any violation by 
     Employee of any covenant contained in Section 8 or 9 hereof.  Employer 
     shall also promptly pay Employee the following:
     
               (1)     his Base Salary accrued but unpaid as of the date of 
          termination;
          
               (2)     unpaid expense reimbursements under Section 5 for 
          expenses incurred in accordance with the terms hereof prior to 
          termination; and
          
               (3)     compensation for accrued, unused vacation as of the date 
          of termination, determined in accordance with Employer's policies and 
          procedures then in effect.
          
     This Section 6(b)(ii) is subject to the provisions of Section 10(j) 
dealing with the coordination of payments in the event of a Change In Control.



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          (iii)  TERMINATION FOR CAUSE; VOLUNTARY TERMINATION.  Employee shall 
     not be entitled to any Separation Payments or any other severance pay or 
     other compensation upon termination of his employment hereunder pursuant 
     to Section 6(a)(ii), or upon Employee's voluntary termination of his 
     employment hereunder, except for the following (which shall be paid 
     promptly after termination):
     
               (1)     his Base Salary accrued but unpaid as of the date 
          of termination;
     
               (2)     unpaid expense reimbursements under Section 5 for 
          expenses incurred in accordance with the terms hereof prior to 
          termination; and
               
               (3)     compensation for accrued, unused vacation as of the 
          date of termination, determined in accordance with Employer's 
          policies and procedures then in effect.

     (c)  TRANSFERS OF EMPLOYMENT.  Employee's employment hereunder shall 
continue until the earlier of the following:

          (i)    Employee's employment with all Employers terminates; or
     
          (ii)   the last Employer (other than the Company) by which Employee 
     is employed under this Agreement ceases to be a subsidiary or affiliate 
     of the Company.  For purposes of Section 6(b)(ii), the termination of 
     Employee's employment hereunder pursuant to this Section 6(c)(ii) shall 
     be treated as a termination by Employer without Cause pursuant to 
     Section 6(a)(iii).

     SECTION 7.  INVENTIONS; ASSIGNMENT.

     (a)  INVENTIONS DEFINED.  All rights to discoveries, inventions, 
improvements, designs, work product and innovations (including without 
limitation all data and records pertaining thereto) that relate to the 
business of Employer, whether or not specifically within Employee's duties or 
responsibilities and whether or not patentable, copyrightable or reduced to 
writing, that Employee may discover, invent, create or originate during the 
term of his employment hereunder or otherwise, and for a period of six months 
thereafter, either alone or with others and whether or not during working 
hours or by the use of the facilities of Employer ("Inventions"), shall be 
the exclusive property of Employer.  Employee shall promptly disclose all 
Inventions to Employer, shall execute at the request of Employer any 
assignments or other documents Employer may deem necessary to protect or 
perfect its rights therein, and shall assist Employer, at Employer's expense, 
in obtaining, defending and enforcing Employer's rights therein.  Employee 
hereby appoints Employer as his attorney-in-fact to execute on his behalf any 
assignments or other documents deemed necessary by Employer to protect or 
perfect its rights to any Inventions.


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     (b)  COVENANT TO ASSIGN AND COOPERATE.  Without limiting the generality 
of the foregoing, Employee shall assign and transfer, and does hereby assign 
and transfer, to Employer the world-wide right, title and interest of 
Employee in the Inventions.  Employee agrees that Employer may file copyright 
registrations and apply for and receive patents (including without limitation 
Letters Patent in the United States) for the Inventions in Employer's name in 
such countries as may be determined solely by Employer.  Employee shall 
communicate to Employer all facts known to Employee relating to the 
Inventions and shall cooperate with Employer's reasonable requests in 
connection with vesting title to the Inventions and related copyrights and 
patents exclusively in Employer and in connection with obtaining, 
maintaining, protecting and enforcing Employer's exclusive copyrights and 
patent rights in the Inventions.

     (c)  SUCCESSORS AND ASSIGNS.  Employee's obligations under this Section 
7 shall inure to the benefit of Employer and its successors and assigns and 
shall survive the expiration of the term of this Agreement for such time as 
may be necessary to protect the proprietary rights of Employer in the 
Inventions.

     (d)  CONSIDERATION AND EXPENSES.  Employee shall perform his obligations 
under this Section 7 at Employer's expense, but without any additional or 
special compensation therefor.

     SECTION 8.  CONFIDENTIAL INFORMATION.

     (a)  ACKNOWLEDGMENT OF PROPRIETARY INTEREST.  Employee acknowledges that 
all Confidential Information is a valuable, special and unique asset of 
Employer's business, access to and knowledge of which are essential to the 
performance of Employee's duties hereunder. Employee acknowledges the 
proprietary interest of Employer in all Confidential Information.  Employee 
agrees that all Confidential Information learned by Employee during his 
employment with Employer or otherwise, whether developed by Employee alone or 
in conjunction with others or otherwise, is and shall remain the exclusive 
property of Employer.  Employee further acknowledges and agrees that his 
disclosure of any Confidential Information will result in irreparable injury 
and damage to Employer.

     (b)  CONFIDENTIAL INFORMATION DEFINED.  "Confidential Information" means 
all confidential and proprietary information of Employer, written, oral or 
computerized, as it may exist from time to time, including without limitation 
(i) information derived from reports, investigations, experiments, research 
and work in progress, (ii) methods of operation, (iii) market data, (iv) 
proprietary computer programs and codes, (v) drawings, designs, plans and 
proposals, (vi) marketing and sales programs, (vii) client and supplier lists 
and any other information about Employer's relationships with others, (viii) 
historical financial information and financial projections, (ix) pricing, 
product rotation, product return and similar formulae and policies, (x) all 
other concepts, ideas, materials and information prepared or performed for or 
by Employer and (xi) all information related to the business, products, 
purchases or sales of Employer or any of its suppliers and customers, other 
than information that is publicly available.


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     (c)  COVENANT NOT TO DIVULGE CONFIDENTIAL INFORMATION.  Employer is 
entitled to prevent the disclosure of Confidential Information.  As a portion 
of the consideration for the employment of Employee and for the compensation 
being paid to Employee by Employer, Employee agrees at all times during the 
term of his employment hereunder and thereafter to hold in strict confidence 
and not to disclose or allow to be disclosed to any person, firm or 
corporation, other than to persons engaged by Employer to further the 
business of Employer, and not to use except in the pursuit of the business of 
Employer, the Confidential Information, without the prior written consent of 
Employer.  This Section 8 shall survive and continue in full force and effect 
in accordance with its terms after, and will not be deemed to be terminated 
by, any termination of this Agreement or of Employee's employment with 
Employer for any reason.

     (d)  RETURN OF MATERIALS AT TERMINATION.  In the event of any 
termination or cessation of his employment with Employer for any reason, 
Employee shall promptly deliver to Employer all property of Employer, 
including without limitation all documents, data and other information 
containing, derived from or otherwise pertaining to Confidential Information. 
 Employee shall not take or retain any property of Employer, including 
without limitation any documents, data or other information, or any 
reproduction or excerpt thereof, containing, derived from or pertaining to 
any Confidential Information.  The obligation of confidentiality set forth in 
this Section 8 shall continue notwithstanding Employee's delivery of such 
documents, data and information to Employer.

     SECTION 9.  NONCOMPETITION.

     (a)  COVENANT NOT TO COMPETE.  Employee acknowledges that during the 
term of his employment Employer has agreed to provide to him, and he shall 
receive from Employer, special training and knowledge, including without 
limitation the Confidential Information.  Employee acknowledges that the 
Confidential Information is valuable to Employer and, therefore, its 
protection and maintenance constitutes a legitimate interest to be protected 
by Employer by the enforcement of the covenant not to compete contained in 
this Section 9. Employee also acknowledges that such covenant not to compete 
is ancillary to other enforceable agreements of the parties, including 
without limitation the agreements regarding Confidential Information in 
Section 8 and the agreements regarding the payment of Separation Payments and 
other severance pay and of the Termination Payment in Section 6 and Section 
10, respectively.  Therefore, for a period of one year after termination of 
Employee's employment hereunder (unless extended pursuant to the terms of 
this Section 9), Employee shall not directly or indirectly

          (i)    engage, alone or as a shareholder, partner, member, manager,
     director, officer, employee of or consultant to any other business 
     organization that engages or is planning to engage, anywhere in North 
     America or in any other geographic area in or with respect to which 
     Employee has any duties or responsibilities during the term of his 
     employment with Employer, in any business activities that


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               (1)     relate to the wholesale, direct or retail sale of 
          computer hardware, software, peripherals, training or other computer 
          related services (the "Designated Industry"); or
          
               (2)     were either conducted by Employer prior to the 
          termination of Employee's employment hereunder or proposed to be 
          conducted by Employer at any time prior to the time of such 
          termination;

          (ii)   divert to any competitor of Employer any customer of 
     Employer; or
     
          (iii)  solicit or encourage any director, officer, employee of or 
     consultant to Employer to end his relationship with Employer or commence 
     any such relationship with any competitor of Employer.
     
     Notwithstanding the foregoing, (i) the entities listed on Exhibit A 
shall be deemed to be engaged in the Designated Industry and to be 
competitors of Employer and (ii) Employee's noncompetition obligations 
hereunder shall not preclude Employee from owning less than five percent of 
the voting power or economic interest in any publicly traded corporation 
conducting business activities in the Designated Industry.

     (b)  NO OFFSET.  The representations and covenants contained in this 
Section 9 on the part of Employee shall be construed as ancillary to and 
independent of any other provision of this Agreement, and the existence of 
any claim (monetary or otherwise) or cause of action of Employee against 
Employer or any officer, director or shareholder of Employer, whether 
predicated on this Agreement or otherwise, shall not constitute a defense to 
the enforcement by Employer of the covenants of Employee contained in this 
Section 9.

     (c)  EXTENSION OF DURATION; SURVIVAL.  If Employee violates any covenant 
contained in this Section 9, Employer shall not, as a result of such 
violation or the time involved in obtaining legal or equitable relief 
therefor, be deprived of the benefit of the full period of any such covenant. 
 Accordingly, the covenants of Employee contained in this Section 9 shall be 
deemed to have the duration specified in Section 9(a), which period shall be 
extended by a number of days equal to the sum of (i) the total number of days 
Employee is in violation of any of the covenants contained in this Section 9 
prior to the commencement of any litigation relating thereto and (ii) the 
total number of days the parties are involved in such litigation, through the 
date of entry by a court of competent jurisdiction of a final judgment 
enforcing the covenants of Employee in this Section 9.  This Section 9 shall 
survive and continue in full force and effect in accordance with its terms 
after, and will not be deemed to be terminated by, any termination of this 
Agreement or of Employee's employment with Employer for any reason.

     (d)  SEVERABILITY.  If at any time the provisions of this Section 9 are 
determined to be invalid or unenforceable by reason of being vague or 
unreasonable as to area, duration or scope of activity, this Section 9 shall 
be considered divisible and shall be immediately amended to only 

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such area, duration and scope of activity as shall be determined to be 
reasonable and enforceable by the court or other body having jurisdiction 
over the matter, and Employee agrees that this Section 9 as so amended shall 
be valid and binding as though any invalid or unenforceable provision had not 
been included herein.

     SECTION 10. TERMINATION OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN 
                 CONTROL.

     (a)  APPLICABILITY.  The provisions of this Section 10 shall apply in 
lieu of all conflicting provisions in this Agreement in the event Employee's 
employment with Employer is terminated in a Triggering Termination.  Each of 
the following events constitutes a "Triggering Termination" when Employee's 
employment with Employer is:

          (i)    actually terminated by Employer during an Applicable Period 
     for any reason other than for Good Reason;
     
          (ii)   Constructively Terminated by Employer during an Applicable 
     Period for any reason other than for Good Reason;
     
          (iii)  terminated by Employee for any reason other than death, or 
     for no reason, in the period commencing 180 days after the Change In 
     Control and ending 210 days after the Change In Control; or
     
          (iv)   terminated pursuant to Section 6(c)(ii) during an Applicable 
     Period.

     (b)  TERMINATION PAYMENT.

          (i)    AMOUNT.  Upon the occurrence of a Triggering Termination, 
     Employer shall pay Employee a lump sum payment in cash (the "Termination 
     Payment") equal to one times the sum of the following items:
     
               (1)     Employee's annualized base compensation determined by 
          using the highest annual base compensation rate in effect at any time 
          during Employee's employment with Employer;
          
               (2)     two times the Target Bonus that would be payable to 
          Employee by Employer for the bonus period in which the Change In 
          Control occurred; provided that the amount determined under this 
          Section 10(b)(i)(2) shall not be less than 60% of the amount 
          determined under Section 10(b)(i)(1);
          
               (3)     Employee's annualized car allowance determined using the 
          highest car allowance rate in effect at any time during Employee's 
          employment with Employer;                   
          

          
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               (4)     the amount of Employee's Base Salary accrued but unpaid 
          as of the date of the Triggering Termination;

               (5)     reimbursement under Section 5 for unpaid expenses 
          incurred in the performance of his duties hereunder prior to the date 
          of the Triggering Termination;
     
               (6)     any other benefit accrued but unpaid as of the date of 
          the Triggering Termination; and
          
               (7)     an amount that represents the estimated cost to Employee 
          of obtaining accident, health, dental, disability and life insurance 
          coverage for the 12 month period following the expiration of his 
          continuation (COBRA) rights; provided that this Section 10(b)(i)(7) 
          shall be applied without regard to, and the amount payable under this 
          Section 10(b)(i)(7) is in addition to, any continuation (COBRA) 
          rights or conversion rights under any plan provided by Employer, 
          which rights are not affected by any provision hereof.

          (ii)   TIME FOR PAYMENT; INTEREST.  Employer shall pay the 
     Termination Payment to Employee concurrently with the Triggering 
     Termination or, if the Triggering Termination occurs before the Change 
     In Control, concurrently with the Change In Control.  Employer's 
     obligation to pay to Employee any amounts under this Section 10, 
     including without limitation the Termination Payment and any Gross Up 
     Payment due under Section 10(d), shall bear interest at the rate of 18% 
     per annum or, if different, the maximum rate allowed by law until paid 
     by Employer, and all accrued and unpaid interest shall bear interest at 
     the same rate, all of which interest shall be compounded daily.

     (c)  CHANGE IN CONTROL.  A Change In Control shall be deemed to have 
occurred for purposes hereof when any Person meets the requirements for 
becoming an Acquiring Person, whether or not a Distribution Date occurs or 
the Rights are redeemed by Employer, as those terms are defined in the Rights 
Agreement between the Company and Bank One, Texas, N.A. as Rights Agent 
(American Stock Transfer & Trust Company became successor Rights Agent as of 
August 19, 1996), dated as of April 29, 1994 (the "Rights Agreement"); 
provided that a Change In Control shall not be deemed to have occurred for 
purposes hereof with respect to any Person meeting the requirements of 
clauses (i) and (ii) of Rule 13d-1(b)(1) promulgated under the Securities 
Exchange Act of 1934, as amended.

     (d)  GROSS UP PAYMENT.

          (i)    EXCESS PARACHUTE PAYMENT.  If Employee incurs the tax (the 
     "Excise Tax") imposed by Section 4999 of the Code on "excess parachute 
     payments" within the meaning of Section 280G(b)(1) of the Code as the 
     result of any payments or distributions by Employer to or for the 
     benefit of Employee (whether paid or payable or distributed or


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     distributable pursuant to the terms of this Agreement or otherwise) or 
     as a result of the acceleration of vesting of Options, Restricted Stock 
     or other rights (collectively, the "Payments"), or if Employee would 
     incur the Excise Tax if the Change In Control satisfied the requirements 
     of Section 280G(b)(2)(A)(i) of the Code, then without regard to whether 
     the Change In Control in fact satisfies the requirements of Section 
     280G(b)(2)(A)(i) of the Code, Employer shall pay to Employee an amount 
     (the "Gross Up Payment") such that the net amount retained by Employee, 
     after deduction of (1) any Excise Tax owed, or that would be owed if the 
     Change In Control satisfied the requirements of Section 280G(b)(2)(A)(i) 
     of the Code, upon any Payments (other than payments provided by this 
     Section 10(d)(i)) and (2) any federal, state and local income and 
     employment taxes owed (together with penalties and interest) and Excise 
     Tax owed, or that would be owed if the Change In Control satisfied the 
     requirements of Section 280G(b)(2)(A)(i) of the Code, upon the payments 
     provided by this Section 10(d)(i), shall be equal to the amount of the 
     Payments (other than payments provided by this Section 10(d)(i)).
     
          (ii)   APPLICABLE RATES.  For purposes of determining the Gross Up 
     Payment amount, Employee shall be deemed:

               (1)     to pay federal income taxes at the highest marginal rate 
          of federal income taxation applicable to individual taxpayers in the 
          calendar year in which the Gross Up Payment is made (which rate shall 
          be adjusted as necessary to take into account the effect of any 
          reduction in deductions, exemptions or credits otherwise available to 
          Employee had the Gross Up Payment not been received);
          
               (2)     to pay additional employment taxes as a result of the 
          receipt of the Gross Up Payment in an amount equal to the highest 
          marginal rate of employment taxes applicable to wages; provided that 
          if any employment tax is applied only up to a specified maximum 
          amount of wages, such limit shall be taken into account for purposes 
          of such calculation; and
          
               (3)     to pay state and local income taxes at the highest 
          marginal rates of taxation in the state and locality of Employee's 
          residence on the date of the Triggering Termination, net of the 
          maximum reduction in federal income taxes that could be obtained from 
          deduction of such state and local taxes.
          
          (iii)  DETERMINATION OF GROSS UP PAYMENT AMOUNT.  The determination 
     of the Gross Up Payment amount shall be made, at Employer's expense, by 
     Ernst & Young LLP or another nationally recognized public accounting 
     firm selected by Employee (in either case, the "Accountants").  If the 
     Excise Tax amount payable by Employee, based upon a "Determination," is 
     different from the Excise Tax amount computed by the Accountants for 
     purposes of determining the Gross Up Payment amount, then appropriate 
     adjustments to the Gross Up Payment amount shall be made in the manner 
     provided in Section 


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     10(d)(iv).  For purposes of determining the Gross Up Payment amount prior 
     to any Determination of the Excise Tax amount, the following assumptions 
     shall be utilized:
     
               (1)     that portion of the Termination Payment that is 
          attributable to the items described in Sections 10(b)(i)(1), (2), (3) 
          and (7), and the Gross Up Payment, shall be treated as Parachute 
          Payments;
          
               (2)     no portion of any payment made pursuant to Sections 
          10(b)(i)(4), (5) or (6) or Section 11(c) shall be treated as a 
          Parachute Payment;
          
               (3)     the amount payable to Employee pursuant to Section 10(k) 
          shall be:
          

                    (I)       deemed to be equal to 15% of the amount 
               determined under Section 10(b)(i)(1);
               
                    (II)      deemed to have been paid immediately following 
               the Change In Control;
               
                    (III)     deemed to include the additional amount payable 
               under Section 10(k), if any, for additional taxes payable by 
               Employee as a result of the receipt of the payment described in
               Section 10(k); and
          
                    (IV)      treated 100% as a Parachute Payment;
     
               (4)     the "ascertainable fair market value" (as set forth in 
          Prop. Treas. Reg. Section 1.280G-1, Q&A 13) of the Options, the 
          vesting of which was accelerated by the Change In Control as provided
          in the Incentive Plan and as further provided in Section 10(i), shall
          be equal to the product of (I) and (II) as set forth below:
                    
                    (I)       the number of shares covered by such Options; and
                    
                    (II)      the difference between:

                         a.   the fair market value per share of the underlying
                    common stock as of the date of the Change In Control; and
                    
                         b.   the exercise price per share of stock subject to 
                    such Options; and
                    
               (5)     for purposes of applying the rules set forth in Prop. 
          Treas. Reg. Section 1.280G-1, Q&A 24(c) to a payment described in 
          Prop. Treas. Reg. Section 1.280G-1, Q&A 24(b), the amount reflecting 
          the lapse of the obligation to continue performing services shall be 
          equal to the minimum amount allowed for such 


                                     -12-
<PAGE>


          payment as set forth in Prop. Treas. Reg. Section 1.280G-1, Q&A 
          24(c)(2) (or if Prop. Treas. Reg. Section 1.280G-1 has been 
          superseded by temporary or final regulations, the minimum amount 
          provided for in any temporary or final regulations that supersede 
          Prop. Treas. Reg. Section 1.280G-1 and that are applicable to the 
          Termination Payment, Gross Up Payment, or both).
                    
          (iv)   TIME FOR PAYMENT.  Employer shall pay the estimated Gross Up 
     Payment amount in cash to Employee concurrent with the payment of the 
     Termination Payment.  Employee and Employer agree to reasonably cooperate 
     in the determination of the actual Gross Up Payment amount.  Further, 
     Employee and Employer agree to make such adjustments to the estimated 
     Gross Up Payment amount as may be necessary to equal the actual Gross Up 
     Payment amount based upon a Determination, which in the case of Employee 
     shall refer to refunds of prior overpayments and in the case of Employer 
     shall refer to makeup of prior underpayments.
     
     (e)  TERM.  Notwithstanding the provisions of Section 3, if a Change In 
Control occurs prior to April 30, 2000, Sections 10, 11 and 12 shall continue 
in effect for a period of 24 months after the date of the Change In Control.

     (f)  NO DUTY TO MITIGATE DAMAGES.  Employee's rights and privileges 
under this Section 10 shall be considered severance pay in consideration of 
his past service and his continued service to Employer from the Commencement 
Date, and his entitlement thereto shall neither be governed by any duty to 
mitigate his damages by seeking further employment nor offset by any 
compensation that he may receive from future employment.

     (g)  ARBITRATION.  Except as provided in Section 10(i) and in Section 
11(d) with respect to Section 10(l), any controversy or claim arising out of 
or relating to this Section 10, or the breach thereof, shall be settled 
exclusively by arbitration in Dallas, Texas, in accordance with the 
Commercial Arbitration Rules of the American Arbitration Association then in 
effect.  Judgment upon the award rendered by the arbitrator may be entered 
in, and enforced by, any court having jurisdiction thereof.

     (h)  NO RIGHT TO CONTINUED EMPLOYMENT.  This Section 10 shall not give 
Employee any right of continued employment or any right to compensation or 
benefits from Employer except the rights specifically stated herein.

     (i)  RESTRICTED STOCK AND EXERCISE OF STOCK OPTIONS.  Employee may hold 
options ("Options") issued under the Incentive Plan that become immediately 
exercisable upon a Change In Control.  In addition, Employee may hold 
restricted stock ("Restricted Stock") issued under the Incentive Plan 
pursuant to which applicable restrictions will lapse upon a Change In 
Control.  Employer shall take no action to facilitate a transaction involving 
a Change In Control, including without limitation redemption of the Rights 
issued pursuant to the Rights Agreement, unless it has taken such action as 
may be necessary to ensure that Employee has the opportunity to exercise all 


                                     -13-
<PAGE>

Options he may then hold, and obtain certificates containing no restrictive 
legends in respect of any Restricted Stock he may then hold, at a time and in 
a manner that shall give Employee the opportunity to sell or exchange the 
securities of Employer acquired upon exercise of his Options and upon receipt 
of unrestricted certificates for shares of Common Stock in respect of his 
Restricted Stock, if any (collectively, the "Acquired Securities"), at the 
earliest time and in the most advantageous manner any holder of the same 
class of securities as the Acquired Securities is able to sell or exchange 
such securities in connection with such Change In Control.  Employer 
acknowledges that its covenants in the preceding sentence (the "Covenants") 
are reasonable and necessary in order to protect the legitimate interests of 
Employer in maintaining Employee as one of its employees and that any 
violation of the Covenants by Employer would result in irreparable injuries 
to Employee, and Employer therefore acknowledges that in the event of any 
violation of the Covenants by Employer or its directors, officers or 
employees, or any of their respective agents, Employee shall be entitled to 
obtain from any court of competent jurisdiction temporary, preliminary and 
permanent injunctive relief in order to (i) obtain specific performance of 
the Covenants, (ii) obtain specific performance of the exercise of his 
Options, delivery of certificates containing no restrictive legends in 
respect of his Restricted Stock and the sale or exchange of the Acquired 
Securities in the advantageous manner contemplated above or (iii) prevent 
violation of the Covenants; provided nothing in this Agreement shall be 
deemed to prejudice Employee's rights to damages for violation of the 
Covenants.

     (j)  COORDINATION WITH OTHER PAYMENTS.

          (i)    After the termination of Employee's employment hereunder:

               (1)     if Employee is entitled to receive Separation Payments; 
          and

               (2)     Employee subsequently becomes entitled to receive a 
          Termination Payment, Gross Up Payment or both, then,

          (ii)   prior to the disbursement of the Termination Payment and 
     Gross Up Payment:

               (1)     the payment date of all unpaid Separation Payments shall
          be accelerated to the payment date of the Termination Payment and 
          such Separation Payments shall be made (in this event, Employer 
          waives any requirement that Employee reduce the Separation Payments 
          by the amount of any income earned by Employee thereafter); and
          
               (2)     the Termination Payment shall be reduced by the amount 
          of the Separation Payments so accelerated and made.

     (k)  OUTPLACEMENT SERVICES.  If Employee becomes entitled to receive a 
Termination Payment under this Section 10, Employer agrees to reimburse 
Employee for the amount of any 


                                     -14-
<PAGE>

outplacement consulting fees and expenses incurred by Employee during any 
Applicable Period and during the two-year period following the Change In 
Control; provided that the aggregate amount reimbursed by Employer shall not 
exceed 15% of the amount determined pursuant to Section 10(b)(i)(1). In 
addition and as to each reimbursement payment, to the extent that any 
reimbursement under this Section 10(k) is subject to federal, state or local 
income taxes, Employer shall pay Employee an additional amount such that the 
net amount retained by Employee, after deduction of any federal, state and 
local income tax on the reimbursement and such additional amount, shall be 
equal to the reimbursement payment.  All amounts under this Section 10(k) 
shall be paid by Employer within 15 days after Employee's presentation to 
Employer of any statements of such amounts and thereafter shall bear interest 
at the rate of 18% per annum or, if different, the maximum rate allowed by 
law until paid by Employer, and all accrued and unpaid interest shall bear 
interest at the same rate, all of which interest shall be compounded daily.

     (l)  NONCOMPETITION.

          (i)    Employee acknowledges that during the term of his employment 
     Employer has agreed to provide to him, and he shall receive from 
     Employer, special training and knowledge, including without limitation 
     the Confidential Information.  Employee acknowledges that the 
     Confidential Information is valuable to Employer and, therefore, its 
     protection and maintenance constitutes a legitimate interest to be 
     protected by Employer by the enforcement of the covenant not to compete 
     contained in this Section 10(l).  Employee also acknowledges that such 
     covenant not to compete is ancillary to other enforceable agreements of 
     the parties, including without limitation the agreements regarding 
     Confidential Information in Section 8 and the agreements regarding the 
     payment of the Termination Payment in this Section 10.  Therefore, 
     following the occurrence of a Triggering Termination, Employee shall not 
     directly or indirectly

               (1)     for a period of one year following the date of the 
          Triggering Termination (unless extended pursuant to the terms of this 
          Section 10(l)) engage, alone or as a shareholder, partner, member, 
          manager, director, officer, employee of or consultant to, any entity 
          other than Employer that is in existence on the date of the 
          Triggering Termination and is at that time engaged directly, or 
          indirectly through any subsidiary, division or other business unit 
          (individually, an "Entity"), anywhere in North America or in any 
          other geographic area in or with respect to which Employee has any 
          duties or responsibilities during the term of his employment with 
          Employer, in retail or direct sales of computer hardware, software, 
          peripherals, training or other computer related services to end users 
          (the "Change In Control Designated Industry"); or
          
               (2)     for a period of one year following the date of the 
          Triggering Termination (unless extended pursuant to the terms of this 
          Section 10(l)) solicit or encourage any director, officer, employee 
          of or consultant to Employer to end his 


          
                                     -15-
<PAGE>

          relationship with Employer and commence any such relationship with 
          any competitor of Employer in the Change In Control Designated 
          Industry.
          
          (ii)   Notwithstanding the foregoing, an Entity shall not be deemed 
     to be engaged in the Change In Control Designated Industry if retail and 
     direct sales of computer hardware, software, peripherals, training or 
     other computer related services to end users are incidental to such 
     Entity's business.  Retail and direct sales of computer hardware, 
     software, peripherals, training or other computer related services shall 
     be deemed incidental to an Entity's business so long as
     
               (1)     the aggregate of such sales by such Entity is 40% or 
          less of the total sales of such Entity for the full fiscal quarter of 
          such Entity immediately preceding the date of the Triggering 
          Termination or any of the eight immediately subsequent fiscal 
          quarters of such Entity; and
          
               (2)     such Entity is not a member of a group of Entities under 
          common control that includes one or more Computer Sales Entities; 
          provided that the foregoing restriction shall be deemed not to have 
          been violated if Employee terminates his employment or other 
          prohibited relationship with an Entity promptly after his discovery 
          that the Entity first became a Computer Sales Entity (during the term
          of his relationship) during the preceding fiscal quarter of such 
          Entity.  A "Computer Sales Entity" is defined as an Entity whose 
          retail and direct sales of computer hardware, software, peripherals, 
          training and other computer related services to end users, in the 
          aggregate, are more than 40% of the total sales of such Entity, 
          measured over any fiscal quarter.

          (iii)  The representations and covenants contained in this Section 
     10(l) on the part of Employee shall be construed as ancillary to and 
     independent of any other provision of this Agreement, and the existence 
     of any claim (monetary or otherwise) or cause of action of Employee 
     against Employer or any officer, director or shareholder of Employer, 
     whether predicated on this Agreement or otherwise, shall not constitute a 
     defense to the enforcement by Employer of the covenants of Employee 
     contained in this Section 10(l).
     
          (iv)   If Employee violates any covenant contained in this Section 
     10(l), Employer shall not, as a result of such violation or the time 
     involved in obtaining legal or equitable relief therefor, be deprived of 
     the benefit of the full period of any such covenant.  Accordingly, the 
     covenants of Employee contained in this Section 10(l) shall be deemed to 
     have durations as specified in Section 10(l)(i)(1) and (2), which periods 
     shall be extended by a number of days equal to the sum of (i) the total 
     number of days Employee is in violation of any of the covenants contained 
     in this Section 10(m) prior to the commencement of any litigation 
     relating thereto and (ii) the total number of days the parties are 
     involved in such litigation, through the date of entry by a court of 
     competent jurisdiction of a final judgment enforcing the covenants of 
     Employee in this Section 10(l).  




                                     -16-

     
<PAGE>

     This Section 10(l) shall survive and continue in full force and effect in
     accordance with its terms after, and will not be deemed to be terminated
     by, any termination of this Agreement.

          (v)    If at any time the provisions of this Section 10(l) are
     determined to be invalid or unenforceable by reason of being vague or
     unreasonable as to area, duration or scope of activity, this Section 10(l)
     shall be considered divisible and shall be immediately amended to only such
     area, duration or scope of activity as shall be determined to be reasonable
     and enforceable by the court or other body having jurisdiction over the
     matter; and Employee agrees that this Section 10(l) as so amended shall be
     valid and binding as though any invalid or unenforceable provision had not
     been included herein.  Notwithstanding the foregoing, Employee's
     noncompetition obligations hereunder shall not preclude Employee from
     owning stock with less than five percent of the voting power or economic
     interest in any publicly traded corporation conducting business activities
     in the Change In Control Designated Industry.

     SECTION 11. GENERAL.

     (a)  NOTICES.  All notices and other communications hereunder shall be 
in writing or by written telecommunication, and shall be deemed to have been 
duly given if delivered personally or if mailed by certified mail, return 
receipt requested or by written telecommunication, to the relevant address 
set forth below, or to such other address as the recipient of such notice or 
communication shall have specified to the other party in accordance with this 
Section 11(a):

     If to Employer, to:                     with a copy to:

     CompUSA Inc.                            Thompson & Knight, P.C.
     14951 North Dallas Parkway              1700 Pacific Avenue, Suite 3300
     Dallas, Texas  75240                    Dallas, Texas  75201
     Attention:  Chairman of the Board       Attention:  Fred W. Fulton
     Facsimile Number:  (972) 982-4813       Facsimile Number:  (214) 969-1751

     If to Employee, to:

     _____________________________

     _____________________________

     (b)  WITHHOLDING; NO OFFSET.  All payments required to be made to 
Employee by Employer under this Agreement shall be subject to the withholding 
of such amounts, if any, relating to federal, state and local taxes as may be 
required by law.  No payments under Section 10 shall be subject to offset or 
reduction attributable to any amount Employee may owe to Employer or any 
other person.


                                     -17-
<PAGE>

     (c)  LEGAL AND ACCOUNTING COSTS.  Employer shall pay all attorneys' and 
accountants' fees and costs incurred by Employee as a result of any breach by 
Employer of its obligations under this Agreement, including without 
limitation all such costs incurred in contesting or disputing any 
determination made by Employer under Section 10 or in connection with any tax 
audit or proceeding to the extent attributable to the application of Section 
4999 of the Code to any payment under Section 10.  Reimbursements of such 
costs shall be made by Employer within 15 days after Employee's presentation 
to Employer of any statements of such costs and thereafter shall bear 
interest at the rate of 18% per annum or, if different, the maximum rate 
allowed by law until paid by Employer, and all accrued and unpaid interest 
shall bear interest at the same rate, all of which interest shall be 
compounded daily.

     (d)  EQUITABLE REMEDIES.  Each of the parties hereto acknowledges and 
agrees that upon any breach by Employee of his obligations under any of 
Sections 7, 8, 9 and 10(l), Employer shall have no adequate remedy at law and 
accordingly shall be entitled to specific performance and other appropriate 
injunctive and equitable relief.

     (e)  SEVERABILITY.  If any provision of this Agreement is held to be 
illegal, invalid or unenforceable, such provision shall be fully severable, 
and this Agreement shall be construed and enforced as if such illegal, 
invalid or unenforceable provision never comprised a part hereof, and the 
remaining provisions hereof shall remain in full force and effect and shall 
not be affected by the illegal, invalid or unenforceable provision or by its 
severance herefrom.  Furthermore, in lieu of such illegal, invalid or 
unenforceable provision, there shall be added automatically as part of this 
Agreement a provision as similar in its terms to such illegal, invalid or 
unenforceable provision as may be possible and be legal, valid and 
enforceable.

     (f)  WAIVERS.  No delay or omission by either party in exercising any 
right, power or privilege hereunder shall impair such right, power or 
privilege, nor shall any single or partial exercise of any such right, power 
or privilege preclude any further exercise thereof or the exercise of any 
other right, power or privilege.

     (g)  COUNTERPARTS.  This Agreement may be executed in multiple 
counterparts, each of which shall be deemed an original, and all of which 
together shall constitute one and the same instrument.

     (h)  CAPTIONS.  The captions in this Agreement are for convenience of 
reference only and shall not limit or otherwise affect any of the terms or 
provisions hereof.

     (i)  REFERENCE TO AGREEMENT.  Use of the words "herein," "hereof," 
"hereto," "hereunder" and the like in this Agreement refer to this Agreement 
only as a whole and not to any particular section or subsection of this 
Agreement, unless otherwise noted.

     (j)  BINDING AGREEMENT.  This Agreement shall be binding upon and inure 
to the benefit of the parties and shall be enforceable by the personal 
representatives and heirs of Employee and


                                     -18-
<PAGE>

the successors and assigns of Employer.  This Agreement may be assigned by 
the Company or any Employer to any Employer; provided that in the event of 
any such assignment, the Company shall remain liable for all of its 
obligations hereunder and shall be liable for all obligations of all such 
assignees hereunder.  If Employee dies while any amounts would still be 
payable to him hereunder, such amounts shall be paid to Employee's estate.  
This Agreement is not otherwise assignable by Employee.

     (k)  ENTIRE AGREEMENT; EFFECT ON PRIOR AGREEMENT.  This Agreement 
contains the entire understanding of the parties, supersedes all prior 
agreements and understandings relating to the subject matter hereof 
(including without limitation the Prior Agreement, which is hereby 
terminated) and may not be amended except by a written instrument hereafter 
signed by each of the parties hereto. Employee and the Company hereby agree 
that, if any other employment agreement between Employee and the Company (or 
any other Employer) is in existence on the Commencement Date, then this 
Agreement shall supersede such other employment agreement in its entirety, 
and such other employment agreement shall no longer be of any force and 
effect after the date hereof.

     (l)  GOVERNING LAW.  This Agreement and the performance hereof shall be 
construed and governed in accordance with the laws of the State of Texas, 
without regard to its choice of law principles.

     (m)  GENDER AND NUMBER.  The masculine gender shall be deemed to denote 
the feminine or neuter genders, the singular to denote the plural, and the 
plural to denote the singular, where the context so permits.

     (n)  ASSISTANCE IN LITIGATION.  During the term of this Agreement and 
for a period of two years thereafter, Employee shall, upon reasonable notice, 
furnish such information and proper assistance to Employer as may reasonably 
be required by Employer in connection with any litigation in which Employer 
is, or may become, a party and with respect to which Employee's particular 
knowledge or experience would be useful.  Employer shall reimburse Employee 
for all reasonable out-of-pocket expenses incurred by Employee in rendering 
such assistance.  The provisions of this Section 11(n) shall continue in 
effect notwithstanding termination of Employee's employment hereunder for any 
reason.

     SECTION 12. DEFINITIONS.  As used in this Agreement, the following terms 
will have the following meanings:

     (a)  ACCOUNTANTS has the meaning ascribed to it in Section 10(d)(iii).

     (b)  ACQUIRED SECURITIES has the meaning ascribed to it in Section 10(i).

     (c)  AGREEMENT has the meaning ascribed to it in the heading of this 
document.


                                     -19-
<PAGE>

     (d)  APPLICABLE PERIOD means, with respect to any Change In Control, the 
period of 27 months commencing 3 months before the Change In Control and 
ending 24 months after the Change In Control.

     (e)  BASE SALARY has the meaning ascribed to it in Section 4(a).

     (f)  CAUSE has the meaning ascribed to it in Section 6(a)(ii).

     (g)  CHANGE IN CONTROL has the meaning ascribed to it in Section 10(c).

     (h)  CHANGE IN CONTROL DESIGNATED INDUSTRY has the meaning ascribed to 
it in Section 10(l)(i)(1).

     (i)  CODE means the Internal Revenue Code of 1986, as amended.

     (j)  COMMENCEMENT DATE has the meaning ascribed to it in Section 3.

     (k)  COMPANY means CompUSA Inc., a Delaware corporation.

     (l)  COMPUTER SALES ENTITY has the meaning ascribed to it in Section 
10(l)(ii)(2).

     (m)  CONFIDENTIAL INFORMATION has the meaning ascribed to it in Section 
8(b).

     (n)  CONSTRUCTIVELY TERMINATED with respect to an Employee's employment 
with Employer will be deemed to have occurred if Employer:

          (i)    demotes Employee to a lesser position, either in title or 
     responsibility, than the highest position held by Employee with Employer at
     any time during Employee's employment with Employer;

          (ii)   decreases Employee's compensation below the highest level 
     in effect at any time during Employee's employment with Employer or reduces
     Employee's benefits and perquisites below the highest levels in effect at
     any time during Employee's employment with Employer (other than as a result
     of any amendment or termination of any employee or group or other executive
     benefit plan, which amendment or termination is applicable to all
     executives of Employer); or

          (iii)  requires Employee to relocate to a principal place of business
     more than 25 miles from the principal place of business occupied by
     Employer on the first day of an Applicable Period.

     (o)  COVENANTS has the meaning ascribed to it in Section 10(i). 


                                     -20-
<PAGE>

     (p)  DESIGNATED INDUSTRY has the meaning ascribed to it in Section
9(a)(i)(1).

     (q)  DETERMINATION has the meaning ascribed to such term in Section 
1313(a) of the Code.

     (r)  DISABILITY with respect to Employee shall be deemed to have 
occurred whenever Employee is rendered unable to engage in any substantial 
gainful activity by reason of any medically determinable physical or mental 
impairment that can be expected to result in death or that has lasted or can 
be expected to last for a continuing period of not less than 12 months.  In 
the case of any dispute, the determination of Disability will be made by a 
licensed physician selected by Employer, which physician's decision will be 
final and binding.

     (s)  EMPLOYEE has the meaning ascribed to it in the heading of this 
Agreement.

     (t)  EMPLOYER refers collectively to the Company and its subsidiaries 
and other affiliates.  In Section 10, the term "Employer" shall be deemed to 
refer to the Company, and for purposes of Section 10, Employee shall be 
deemed to be employed by the Company and all compensation and benefits paid 
or provided to Employee by any Employer under this Agreement at any time 
shall be deemed to have been paid or provided to Employee by the Company.

     (u)  ENTITY has the meaning ascribed to it in Section 10(l)(i)(1).

     (v)  EXCISE TAX has the meaning ascribed to it in Section 10(d)(i).

     (w)  GOOD REASON means the termination of Employee's employment with 
Employer as a result of Employee's commission of a felony or failure to obey 
written directions delivered to Employee by Employer's Chairman of the Board, 
President, Chief Executive Officer or its Board of Directors or by any of 
Employer's Executive Vice Presidents or Senior Vice Presidents.

     (x)  GROSS UP PAYMENT has the meaning ascribed to it in Section 10(d)(i).

     (y)  INCENTIVE PLAN means the CompUSA Inc. Long-Term Incentive Plan, as 
amended from time to time.

     (z)  INVENTIONS has the meaning ascribed to it in Section 7(a).

     (aa) OPTIONS has the meaning ascribed to it in Section 10(i).

     (bb) PARACHUTE PAYMENTS has the meaning ascribed to such term in Section 
280G(b)(2) of the Code.

     (cc) PAYMENTS has the meaning ascribed to it in Section 10(d)(i).


                                     -21-
<PAGE>

     (dd) PRIOR AGREEMENT has the meaning ascribed to it in the opening 
recital of this Agreement.

     (ee) RESTRICTED STOCK has the meaning ascribed to it in Section 10(i).

     (ff) RIGHTS AGREEMENT has the meaning ascribed to it in Section 10(c).

     (gg) SEPARATION PAYMENT PERIOD has the meaning ascribed to it in Section 
6(b)(ii).

     (hh) SEPARATION PAYMENTS has the meaning ascribed to it in Section 
6(b)(ii).

     (ii) TARGET BONUS means, with respect to each Employee, the dollar 
amount that is equal to the established percentage of such Employee's Base 
Salary that would be paid to Employee under the management incentive bonus 
plan of Employer assuming the measurement criteria contained in such plan 
with respect to Employee were achieved for the bonus period in which the 
Change In Control occurred.

     (jj) TERMINATION PAYMENT has the meaning ascribed to it in Section 
10(b)(i).

     (kk) TRIGGERING TERMINATION has the meaning ascribed to it in Section 
10(a).

     EXECUTED as of the date and year first above written.

                                       CompUSA Inc.


                                       By ______________________________________
                                          James F. Halpin, President and
                                          Chief Executive Officer



                                       _________________________________________
                                       [Name of Employee]


                                     -22-