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                                  COMPUSA INC.
                            NONSTATUTORY OPTION PLAN

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Plan, the following terms will have the following
meanings:

         1.1.     BOARD means the Company's Board of Directors.

         1.2.     CAUSE means an act or acts engaged in by a Participant
involving (i) a felony, (ii) fraud, (iii) embezzlement, (iv) gross or willful
neglect of duty or misconduct, (v) the commission of any act that causes or
reasonably may be expected to cause substantial injury to the Company.

         1.3.     COMMITTEE means a committee comprised of two or more Directors
of the Company, appointed by the Board; provided that the full Board may at any
time, in its sole discretion, exercise any or all functions and authority of the
Committee.

         1.4.     COMMISSION means the United States Securities and Exchange
Commission.

         1.5.     COMPANY means CompUSA Inc., a Delaware corporation.

         1.6.     DISABILITY of a Participant will be deemed to occur whenever a
Participant 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 as to
whether or not a Participant is disabled within the meaning of this Section, the
determination of disability will be made by a licensed physician selected by the
Board and acceptable to the Participant, which physician's decision will be
final and binding.

         1.7.     EMPLOYEE means any employee of the Company or of any of its
subsidiaries who is not also an officer or director of the Company.

         1.8.     EMPLOYMENT AGREEMENT means an agreement, if any, between the
Company or any subsidiary thereof and a Participant, setting forth the terms and
conditions of the Participant's employment by the Company or such subsidiary.

         1.9.     EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

         1.10.    MARKET VALUE means, on any date, the closing price per share
of the Stock on the New York Stock Exchange on such date.

         1.11.    OPTION means an option to purchase Stock granted under the
Plan.


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         1.12.    OPTION AGREEMENT means a written agreement between the Company
and a Participant setting forth the terms and conditions of an Option.

         1.13.    OPTION PRICE means the price to be paid by a Participant for a
share of Stock upon exercise of an Option.

         1.14.    PARTICIPANT means a person to whom an Option has been granted.

         1.15.    PLAN means this Nonstatutory Option Plan of the Company, as
amended from time to time.

         1.16.    RETIREMENT means resignation by the Participant on or after
the date on which the Participant has served the Company or one or more
subsidiaries thereof for at least five years in the aggregate.

         1.17.    SECURITIES ACT means the Securities Act of 1933, as amended.

         1.18.    STOCK means Common Stock, par value $.01 per share, of the
Company or, in the event the outstanding shares of such stock are hereafter
changed into or exchanged for shares of a different security of the Company or
some other corporation, such other security.

                                   ARTICLE II
                                     GENERAL

         2.1.     PURPOSE. This Plan is intended to encourage ownership of Stock
by Participants and to provide additional incentives for them to promote the
success of the Company's business.

         2.2.     TERM OF THE PLAN. Options may be granted not later than May 4,
2009.

         2.3.     STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 5.2 and subject to any additional restrictions elsewhere in the Plan,
the maximum aggregate number of shares of Stock that may be issued from time to
time pursuant to the Plan may not exceed 1,000,000 shares. Shares to be issued
pursuant to Options may be either authorized but unissued shares or shares held
by the Company in its treasury. If shares of Stock are reacquired by the Company
pursuant to the provisions of the Plan or if Options expire or terminate for any
reason without having been exercised in full, the reacquired shares and/or the
shares not purchased will again be available for issuance under the Plan to the
extent permitted by law.

         2.4.     ELIGIBILITY. Any Employee will be eligible to be a
Participant.

         2.5.     ACCELERATION IN CERTAIN EVENTS. The Committee may accelerate
the exercisability of any Option in whole or in part at any time. In addition,
notwithstanding the provisions of any Option Agreement, the following provisions
will apply:


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                  (a)      MERGERS AND REORGANIZATIONS. In the event the Company
         or its stockholders enter into an agreement to dispose of all or
         substantially all of the assets of the Company by means of a sale,
         merger or other reorganization, liquidation or otherwise in a
         transaction in which the Company is not the surviving corporation, any
         Option will become immediately exercisable with respect to the full
         number of shares subject to that Option; provided that no Option will
         be immediately exercisable under this Section 2.5 on account of any
         agreement of merger or other reorganization when the stockholders of
         the Company immediately before the consummation of the transaction will
         own at least 50% of the total combined voting power of all classes of
         stock entitled to vote of the surviving entity immediately after the
         consummation of the transaction.

                  (b)      CHANGE IN CONTROL. All Options will become
         immediately exercisable in the event any Person (other than a Person
         meeting the requirements of clauses (i) and (ii) of Rule 13d-1(b)(1) or
         its successors promulgated under the Exchange Act) meets the
         requirements for becoming an Acquiring Person, whether or not a
         Distribution Date occurs or the Rights are redeemed by the Company, as
         those terms are defined in the Rights Agreement dated as of April 29,
         1994 between the Company and Bank One, Texas, N.A., as Rights Agent
         (American Stock Transfer & Trust Company became successor Rights Agent
         August 19, 1996).

         2.6.     RESTRICTIONS ON ISSUANCE OF SHARES. Notwithstanding any other
provision of the Plan, if at any time in the reasonable opinion of the Company
the issuance of shares of Stock pursuant to an Option may constitute a violation
of law, then the Company may delay such issuance and the delivery of a
certificate for such shares of Stock until (i) approval has been obtained from
such governmental agencies, other than the Commission, as may be required under
any applicable law, rule or regulation and (ii) in the case where such issuance
would constitute a violation of a law administered by or a regulation of the
Commission, one of the following conditions has been satisfied:

                  (a)      the issuance of shares of Stock is effectively
         registered under the Securities Act; or

                  (b)      a no-action letter in form and substance reasonably
         satisfactory to the Company with respect to the issuance of such shares
         has been obtained by the Company from the staff of the Commission.

The Company will make all reasonable efforts to bring about the occurrence of
such events.

         2.7.     PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION.

                  (a)      Unless the issuance of shares of Stock to be issued
         pursuant to an Option has been effectively registered under the
         Securities Act, the Company will be under no obligation


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         to issue any shares of Stock pursuant to an Option unless the
         Participant gives a written representation to the Company that is
         satisfactory in form and substance to its counsel and upon which the
         Company may reasonably rely, that he is acquiring the shares of Stock
         issued pursuant to such Option as an investment and not with a view to,
         or for sale in connection with, the distribution of any such shares of
         Stock.

                  (b)      If required in the opinion of counsel, each
         certificate representing shares of Stock issued pursuant to an Option
         will bear a reference to the investment representation made in
         accordance with this Section 2.7 and to the fact that no registration
         statement has been filed with the Commission in respect of the issuance
         of such shares of Stock.

                  (c)      If the Company deems it necessary or desirable to
         register under the Securities Act or other applicable statutes the
         issuance of any shares of Stock with respect to which an Option has
         been granted, or to qualify the issuance of any such shares for
         exemption from the Securities Act or other applicable statutes, then
         the Company will take such action at its own expense. The Company may
         require from each Participant such information in writing for use in
         any registration statement, prospectus, preliminary prospectus or
         offering circular as is reasonably necessary for such purpose and may
         require reasonable indemnity to the Company and its Directors and
         officers from such holder against all losses, claims, damages and
         liabilities arising from such use of the information so furnished and
         caused by any untrue statement of any material fact therein or caused
         by the omission to state a material fact required to be stated therein
         or necessary to make the statements therein not misleading in the light
         of the circumstances under which they were made.

         2.8.     WITHHOLDING.

                  (a)      Whenever shares of Stock are to be issued pursuant to
         an Option, the Company will have the right to require the Participant
         to remit to the Company an amount sufficient to satisfy federal, state,
         local or other withholding tax requirements (whether so required to
         secure for the Company an otherwise available tax deduction or
         otherwise) prior to the delivery of any certificate or certificates for
         such shares of Stock.

                  (b)      When a Participant is required to pay to the Company
         an amount required to be withheld under applicable income tax laws in
         connection with an Option, such payment may be made, in whole or in
         part, (i) in cash, (ii) by check, (iii) if permitted by the Committee,
         by delivery to the Company of shares of Stock already owned by the
         Participant having a Market Value on the date on which the amount of
         tax to be withheld is determined equal to the amount required to be
         withheld, (iv) with respect to Options, through the withholding by the
         Company of a portion of the shares of Stock acquired upon the exercise
         of the Options, or (v) in any other form of valid consideration, as
         permitted by the Committee in its sole discretion.


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         2.9.     RESERVATION OF STOCK. The Company must at all times during the
term of the Plan reserve or otherwise keep available such number of shares of
Stock as will be sufficient to satisfy the requirements of the Plan and will pay
all fees and expenses necessarily incurred by the Company in connection
therewith.

         2.10.    NO SPECIAL EMPLOYMENT OR OTHER RIGHTS. Nothing contained in
the Plan or in any Option will confer upon any Participant any right with
respect to the continuation of his employment or service with the Company (or
any subsidiary), or interfere in any way with the right of the Company (or any
subsidiary), subject to the terms of any separate employment or consulting
agreement or provision of law or certificate of incorporation or bylaws to the
contrary, at any time to terminate such employment or consulting agreement or to
increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of an Option.

                                   ARTICLE III
                                 ADMINISTRATION

         3.1.     ADMINISTRATION. Subject to the provisions of the Plan, the
Plan will be administered by the Committee. The Committee will have sole
discretion and authority to determine from time to time the Participants to whom
Options will be granted and the number of shares of Stock subject to each
Option, to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine and interpret the terms and provisions
of each Option Agreement and to make all other determinations necessary or
advisable for the administration of the Plan. In making such determinations, the
Committee may take into account the nature of the services rendered by the
respective Participants, their present and potential contributions to the
success of the Company and its subsidiaries, and such other factors as the
Committee in its sole discretion deems relevant. The Committee's determinations
on the matters referred to in this Section 3.1 will be conclusive.

                                   ARTICLE IV
                                     OPTIONS

         4.1      GRANT OF OPTIONS. The Committee may, in its sole discretion,
grant Options in accordance with the terms and conditions set forth in the Plan.
Each Option Agreement may contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as are determined by the Committee in
its sole discretion.

         4.2.     TIME OF GRANTING OPTIONS. The granting of an Option will take
place at the time specified in the Option Agreement.

         4.3.     OPTION PRICE. The Option Price under each Option will be as
specified in the Option Agreement.


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         4.4.     OPTION PERIOD. The option period under each Option will be as
specified in the Option Agreement. Options may become exercisable in such
installments, cumulative or noncumulative, as the Committee may determine.

         4.5.     EXERCISE OF OPTIONS.

                  (a)      METHOD OF EXERCISE. Each Option will be exercisable
         in accordance with the terms of the Option Agreement pursuant to which
         the Option was granted. No Option may be exercised for a fraction of a
         share of Stock.

                  (b)      PAYMENT OF PURCHASE PRICE. The purchase price of any
         shares of Stock purchased must be paid at the time of exercise of the
         Option either (i) in cash, (ii) by certified or cashier's check, (iii)
         by shares of Stock, if permitted by the Committee, (iv) if then
         permitted under the laws of the State of Delaware and approved by the
         Committee, by a promissory note for the total purchase price of the
         shares of Stock being purchased, which note will contain such terms and
         provisions as the Committee may approve, including without limitation
         the right to repay the note partially or wholly with Stock, (v) by
         delivery of a copy of irrevocable instructions from the Participant to
         a broker or dealer, reasonably acceptable to the Company, to sell
         certain of the shares of Stock purchased upon exercise of the Option or
         to pledge them as collateral for a loan and promptly deliver to the
         Company the amount of sale or loan proceeds necessary to pay such
         purchase price or (vi) in any other form of valid consideration, as
         permitted by the Committee in its sole discretion. If any portion of
         the purchase price or a note given at the time of exercise is paid in
         shares of Stock, those shares will be valued at the then Market Value.

         4.6. TERMINATION OF EMPLOYMENT WITH THE COMPANY. If a Participant
ceases to be employed by the Company or any subsidiary thereof because the
Participant is terminated for Cause, any Options held by that Participant will
automatically expire. If a Participant's employment is terminated for any reason
other than for Cause or due to death, such Participant's Option will be
exercisable (to the extent exercisable on the date of termination of the
Participant's employment or, if the Committee, in its sole discretion, has
accelerated the vesting of such Option, to the extent exercisable following such
acceleration) at any time within 30 days after he ceases to be an Employee (or
within (i) three months after termination if on account of Retirement or (ii) 12
months after termination if on account of Disability), unless by its terms it
expires earlier or unless the Committee agrees, in its sole discretion, to
extend the term of such Option; provided that the term of any such Option will
not be extended beyond its original term. If a Participant dies while employed
by the Company or any subsidiary thereof, or within three months after ceasing
to be an Employee, such Participant's Option will be exercisable (to the extent
exercisable on the date of death, or, if the Committee, in its sole discretion,
has accelerated the vesting of such Option, to the extent exercisable following
such acceleration) at any time within 12 months after the date of death, unless
by its terms it expires earlier or unless the Committee agrees, in its sole
discretion, to extend the term of such Option; provided that the term of any
such Option will not be extended beyond its original term. Military or sick
leave will not be deemed a termination of employment, provided that


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it does not exceed the longer of three months or the period during which the
absent Participant's reemployment rights, if any, are guaranteed by statute or
by contract. The foregoing is qualified by the following: (i) if any facts that
would constitute Cause for termination of employment of a Participant are
brought to the attention of the Committee after the Participant's employment
with the Company or any subsidiary thereof has ended, any Options then held by
the Participant may be immediately terminated by the Committee and (ii) if a
Participant is an Employee employed pursuant to a written Employment Agreement,
the Participant's employment with the Company will be deemed terminated for
"cause" for purposes of the Plan only if the Participant's employment is
considered under the circumstances to have been terminated for cause for
purposes of such agreement.

         4.7.     TRANSFERABILITY OF OPTIONS. The Committee may, in its sole
discretion, provide in any Option Agreement (or in an amendment to any existing
Option Agreement) such provisions regarding transferability of the Options as
the Committee, in its sole discretion, deems appropriate.

         4.8.     LIMITATION OF RIGHTS IN STOCK. A Participant will not be
deemed for any purpose to be a stockholder of the Company with respect to any of
the shares of Stock covered by an Option, except to the extent the Option has
been exercised with respect thereto and, in addition, a certificate has been
issued therefor and delivered to the Participant or his agent. Any Stock issued
pursuant to the Option will be subject to all restrictions upon the transfer
thereof that may be now or hereafter imposed by the Certificate of Incorporation
of the Company (as amended or restated from time to time), the Bylaws of the
Company (as amended or restated from time to time) and any applicable Employment
Agreement.

                                    ARTICLE V
                      TERMINATION, AMENDMENT AND ADJUSTMENT

         5.1.     TERMINATION AND AMENDMENT OF THE PLAN. The Board (or, if the
Board has specifically delegated this authority to the Committee, the Committee)
may at any time terminate the Plan or make such modifications of the Plan as it
deems advisable. No termination or amendment of the Plan may, without the
consent of the Participant to whom any Option has theretofore been granted,
adversely affect the rights of such Participant under such Option.

         5.2.     ADJUSTMENT. In the event of any stock dividend payable in
Stock or any split-up or contraction of the number of shares of Stock after the
date an Option is granted and prior to the exercise in full of an Option, the
number of shares subject to such Option and, if applicable, the Option Price,
will be proportionately adjusted. In the event of any reclassification or change
of outstanding shares of Stock or in case of any consolidation or merger of the
Company with or into another company or in case of any sale or conveyance to
another company or entity of the property of the Company as a whole or
substantially as a whole, shares of stock or other securities equivalent in kind
and value to those shares a Participant would have received if he had held the
full number of shares of Stock subject to the Option immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance (together
with all other shares, stock and securities


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thereafter issued in respect thereof) will thereupon be subject to the Option.
Upon dissolution or liquidation of the Company, all Options will terminate, but
the Participant will have the right, immediately prior to such dissolution or
liquidation, to exercise any Option to the extent exercisable on the date of
such dissolution or liquidation. No fraction of a share of Stock will be
purchasable or deliverable upon exercise, but in the event any adjustment
hereunder of the number of shares covered by the Option will cause such number
to include a fraction of a share, such number of shares will be adjusted to the
nearest smaller whole number of shares. In the event of changes in the
outstanding Stock by reason of any stock dividend, split-up, contraction,
reclassification, or change of outstanding shares of Stock of the nature
contemplated by this Section 5.2, the number of shares of Stock available for
the purpose of the Plan as stated in Section 2.3 will be correspondingly
adjusted.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1.     NOTICES AND OTHER COMMUNICATIONS. All notices and other
communications required or permitted under the Plan will be effective if in
writing and if delivered or sent by certified or registered mail, return receipt
requested (a) if to the Participant, at his residence address last filed with
the Company and (b) if to the Company, at 14951 North Dallas Parkway, Dallas,
Texas 75240 Attention: President, or to such other persons or addresses as the
Participant or the Company may specify by a written notice to the other from
time to time.

         6.2.     PLAN BINDING ON SUCCESSORS. The Plan will be binding upon the
successors and assigns of the Company.

         6.3.     NUMBER AND GENDER. Whenever used herein, nouns in the singular
will include the plural where appropriate, and the masculine pronoun will
include the female gender.



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