SEVERANCE AGREEMENT AND GENERAL RELEASE

      This is an Agreement, dated as of October 19, 1998, between Stephen F.
England (the "Employee") and Micro Warehouse, Inc. (the "Company").

      WHEREAS, the Company has urged the Employee to remain in its employ,

      WHEREAS, the Employee has decided that he wishes to leave the employ of
the Company,

      WHEREAS, the Employee and the Company intend the terms and conditions of
this Agreement to govern all issues related to the Employee's employment and
resignation from the Company,

      WHEREAS, the Employee has had at least 21 days to consider a draft of this
Agreement, and

      WHEREAS, the Employee has been advised to consult with an attorney before
signing this Agreement,

      NOW THEREFORE, in consideration of these premises, the Employee and the
Company agree as follows:

      1.    Resignation: The Employee shall resign as Executive Vice President
            of Sales of the Company and from all other positions with the
            Company and its subsidiaries and affiliated companies, effective
            December 31, 1998 (the "Termination Date"). The Employee shall have
            no further duties or responsibilities with respect to the Company or
            his employment after the Effective Date (as defined below), except
            as expressly set forth herein.

      2.    Payment:

            a. The Company shall continue to pay the Employee his base salary of
            $250,000 annually ("Base Salary") through December 31, 2000.
            Commencing January 1, 1999, the Base Salary to be paid to the
            Employee during each year shall be increased by any increase in the
            cost of living determined in accordance with the formula set forth
            in subparagraphs (i), (ii) and (iii) hereinbelow.

                  i. For the purposes of this paragraph 2, the following
                  definition shall apply:
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                  1. The term "Base Year" shall mean the twelve-month period
                  commencing on January 1, 1998 and terminating on December 31,
                  1998. The term "Second Year" shall mean the twelve-month
                  period commencing on January 1, 1999 and terminating on
                  December 31, 1999. The term "Third Year" shall mean the
                  twelve-month period commencing on January 1, 2000 and
                  terminating on December 31, 2000.

                  2. The term "Price Index" shall mean the average of the
                  monthly "Consumer Price Index" published by the Bureau of
                  Labor Statistics of the U.S. Department of Labor, New York,
                  Northern New Jersey, Long Island, New York-New
                  Jersey-Connecticut, for urban wage earners and clerical
                  workers, or a successor or substitute index appropriately
                  adjusted ("Consumer Price Index"), for each month of any given
                  twelve-month period.

                  ii. Effective as of each of January 1 of 1999 and 2000, there
                  shall be a cost of living adjustment to the Base Salary
                  applicable for the succeeding twelve-month period. The
                  adjustment shall be based on the percentage difference between
                  the Price Index for the Second Year and the Price Index for
                  the Base Year, with respect to the adjustment to be made on
                  January 1, 1999; and the Price Index for the Third Year and
                  the Price Index for the Base Year, with respect to the
                  adjustment to be made on January 1, 2000.

                  In the event that the Price Index for the Second Year reflects
                  an increase over the Price Index for the Base Year, the Base
                  Salary originally herein provided to be paid shall be
                  multiplied by the percentage difference between the Price
                  Index for the Second Year and the Price Index for the Base
                  Year, and the resulting sum shall be added to such original
                  Base Salary, effective on January 1, 1999. Said adjusted Base
                  Salary shall thereafter be payable hereunder until it is
                  readjusted pursuant to the terms of this paragraph 2 as of
                  January 1, 2000. In the event that the Price Index for the
                  Third Year reflects an increase over the Price Index for the
                  Base Year, the Base Salary originally herein provided to be
                  paid (unchanged by any adjustment made pursuant to the
                  immediately preceding sentence) shall be multiplied by the
                  percentage difference between the Price Index for the Third
                  Year, and the Price Index for the Base Year, and the resulting
                  sums shall be added to such original Base Salary, effective on
                  January 1, 2000.

                  In the event that the Price Index ceases to use 1982-1984 =
                  100 as the basis of calculation, or if a substantial change is
                  made in the terms or 


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<PAGE>

                  number of items contained in the Price Index, then the Price
                  Index shall be adjusted to the figure that would have been
                  arrived at had the manner of computing the Price Index in
                  effect at the date of this Agreement not been altered. In the
                  event such Price Index (or a successor or substitute index) is
                  not available, a reliable governmental or other non-partisan
                  publication evaluating the information theretofore used in
                  determining the Price Index shall be used.

                  iii. In no event shall the Employee's Base Salary provided
                  herein, as the same may be increased from time to time
                  pursuant to this paragraph 2, be reduced by virtue of this
                  paragraph 2.

            b. The Employee shall receive payments at such intervals each year
            as salary payments are made to other executive officers of the
            Company. Deductions will be made from such payments for statutorily
            mandated federal, state and local withholding and other applicable
            taxes.

      3.    Incentive Compensation: In addition to Base Salary, the Employee
            shall receive incentive compensation through December 31, 1998
            ("Incentive Compensation"). The amount of Incentive Compensation to
            be paid to the Employee will be calculated pursuant to the Incentive
            Plan established for executive officers for 1998, which is attached
            hereto as Exhibit A, as the same may be adjusted from time to time.
            The amount of Incentive Compensation shall not exceed One Hundred
            Percent (100%) of Base Salary. The Incentive Plan sets forth a
            target bonus amount, which amount for calendar 1998 shall be One
            Hundred Twenty-Five Thousand Dollars ($125,000) (hereinafter the
            "Target Bonus Amount"). One Hundred Percent (100%) of that amount
            shall be payable for accomplishing One Hundred Percent (100%) of
            targets in 1998. The actual amount, if any, of Incentive
            Compensation to which the Employee may be entitled shall range on a
            linear basis from Fifty Percent (50%) of Target Bonus Amount if
            Eighty Percent (80%) of Targets are achieved to a maximum of Two
            Hundred Percent (200%) of Target Bonus Amount if One Hundred Twenty
            Percent (120%) of Targets are achieved. By way of example, One
            Hundred Percent (100%) of Target Bonus Amount at accomplishment of
            One Hundred Percent (100%) of Targets shall be One Hundred
            Twenty-Five Thousand Dollars ($125,000). If the Company achieves
            Eighty Percent (80%) of Targets, Target Bonus Amount shall be
            Sixty-Two Thousand Five Hundred Dollars ($62,500) (i.e., .5 x
            $125,000), which shall be automatically due and payable to the
            Employee. By way of further example, if the Company achieves One
            Hundred Ten Percent (110%) of Targets, Target Bonus Amount shall be
            One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500)
            (1.50 x $125,000), which shall be automatically due and payable to
            the Employee. The incentive compensation shall be paid to the


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<PAGE>

            Employee in a lump sum cash payment as soon as practicable after
            December 31, 1998, but not later than the date other executive
            officers are paid incentive compensation for 1998.

      4.    Target Commission Compensation: The Employee shall receive target
            commission compensation through December 31, 1998. For the period
            January 1, 1998 through December 31, 1998, the Employee shall
            receive $100,000 in target commission compensation, due and payable
            to the Employee upon execution of this Agreement.

      5.    Mitigation: The Employee is under no obligation to seek other
            employment opportunities during any period between the date of this
            Agreement and the December 31, 2000 expiration of this Agreement
            (the "Effective Period"), and the Employee is not obligated to
            accept any other employment opportunity that may be offered to the
            Employee during the Effective Period. Nothing in this Agreement,
            however, shall prohibit the Employee from accepting other employment
            opportunities during the Effective Period, in which event the
            Employee shall continue to receive the entire amount due and owing
            to him under Sections 2, 3 and 4 above and retain all his other
            rights hereunder without any offset for any amount paid to the
            Employee arising out of any new employment relationship.
            Notwithstanding the foregoing, medical, dental, hospitalization and
            life insurance and short-term disability benefits will be reduced to
            the extent comparable insurance benefits are actually received by
            the Employee from another employer during the Effective Period. Any
            such benefits actually received by the Employee shall be reported by
            the Employee to the Company.

      6.    Stock Options: The Employee's outstanding stock options are set
            forth on Exhibit B attached hereto. All stock options granted to the
            Employee by the Company shall continue to vest according to their
            terms until December 31, 2000, without regard to termination of
            Employee's employment. Any stock options that have not vested as of
            December 31, 2000 shall lapse. Except to the extent set forth in
            Section 13(c), which shall control in the event of conflict, each
            outstanding stock option shall be exercisable at any time prior to
            the earlier of (i) its expiration date or (ii) the later of (A) the
            expiration of twelve (12) months after vesting, or (B) the
            expiration of twelve (12) months after the Termination Date.

      7.    Business Expenses: The Company agrees to reimburse the Employee for
            all reasonable and necessary expenses incurred by him in connection
            with the performance of his duties for the Company. The Employee
            shall submit vouchers, invoices and such other documentation in
            accordance with the Company's standard policy concerning business
            expenses.


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<PAGE>

      8.    Insurance Benefits: The Company shall continue to maintain at
            Company cost medical, dental, hospitalization and life insurance and
            short term disability for the Employee and his dependents through
            December 31, 2000 to the extent such policies are provided generally
            to the senior executives of the Company. Employee shall be
            responsible for such cost-sharing, co-pays and deductibles as may be
            required of other senior executives. If and to the extent Employee
            is unable to participate in any such benefits, the Company shall at
            its cost obtain comparable benefits for Employee.

      9.    Insurance Assignment: The Company owns the insurance policies on the
            life of Employee attached hereto as Exhibit C. The Company shall
            assign to the Employee all rights it might have in such policies,
            subject to compliance with any requirements imposed by the insurance
            company.

      10.   Retirement Plan: The Company shall make matching contributions to
            the Employee's 401(k) plan through December 31, 2000, according to
            the prevailing practice for senior executives.

      11.   Other Benefits: The Company shall continue all other benefits
            received by the Employee through December 31, 1998. In addition, the
            Company agrees:

            a. to assume all liability for the New Jersey rental home located at
            362 Cheryl Drive, Toms River, New Jersey, including but not limited
            to all rental payments and any risk of loss; and

            b. to convey to Employee, without further consideration, all of its
            right, title and interest in and to the computer and peripheral
            equipment used by Employee, together with software as permitted by
            the applicable licensing agreements.

      12.   Relocation Payments. Employee shall be entitled to reimbursement of
            reasonable relocation expenses (including without limitation
            brokerage commissions) of up to Fifteen Thousand Dollars ($15,000)
            if he accepts a new position out of the area, but only to the extent
            such expenses are not covered by his new employer. Any such payment
            shall be subject to applicable withholding requirements.

      13.   Change in Control.

            a. Definitions. For purposes of this Agreement, Change in Control
            means the occurrence during the Effective Period of any of the
            following events, subject to the provisions of paragraph 13(b)
            hereof:


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<PAGE>

                  i. All or substantially all of the assets of the Company are
                  sold or transferred to another corporation or entity, or the
                  Company is merged, consolidated or reorganized into or with
                  another corporation or entity, with the result that upon
                  conclusion of the transaction less than Fifty-One Percent
                  (51%) of the outstanding securities entitled to vote generally
                  in the election of directors or other capital interests of the
                  acquiring corporation or entity are owned directly or
                  indirectly, by the shareholders of the Company generally prior
                  to the transaction; or

                  ii. There is a report filed on Schedule 13D or Schedule 14D-1
                  (or any successor schedule, form or report), each as
                  promulgated pursuant to the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), disclosing that any person
                  (as the term "person" is used in Section 13(d)(3) or Section
                  14(d)(2) of the Exchange Act) has become the beneficial owner
                  (as the term "beneficial owner" is defined under Rule 13d-3 or
                  any successor rule or regulation promulgated under the
                  Exchange Act (a "Beneficial Owner")) of securities
                  representing Twenty Percent (20%) or more of the combined
                  voting power of the then-outstanding voting securities of the
                  Company; or

                  iii. The Company shall file a report or proxy statement with
                  the Securities and Exchange Commission pursuant to the
                  Exchange Act disclosing in response to Item 1 of Form 8-K
                  thereunder or Schedule 14A (or any successor schedule, form or
                  report or item therein) that a change in control of the
                  Company has or may have occurred or will or may occur in the
                  future pursuant to any then-existing contract or transaction;
                  or

                  iv. The individuals who, at the beginning of any period of two
                  (2) consecutive calendar years, constituted the directors of
                  the Company cease for any reason to constitute at least a
                  majority thereof unless the nomination for election by the
                  Company's stockholders of each new director of the Company was
                  approved by a vote of at least two-thirds (2/3) of the
                  directors of the Company still in office who were directors of
                  the Company at the beginning of any such period; or

                  v. The Board of Directors determines that (A) any particular
                  actual or proposed merger, consolidation, reorganization, sale
                  or transfer of assets, accumulation of shares or tender offer
                  for shares of the Company or other transaction or event or
                  series of transactions or events will, or is likely to, if
                  carried out, result in a Change in Control falling within
                  paragraph 13(a)(i), (ii), (iii) or (iv), and (B) it is in the
                  best interests of the Company and its shareholders, and will
                  serve the intended purposes of this 


                                      -6-
<PAGE>

                  Agreement, if this Agreement shall thereupon become
                  immediately operative with respect to the provisions of this
                  paragraph 13 regarding Change in Control

            b.    Exceptions. Notwithstanding the foregoing provisions of this
                  paragraph 13:

                  i. If any such merger, consolidation, reorganization, sale or
                  transfer of assets, or tender offer or other transaction or
                  event or series of transactions or events mentioned in
                  paragraph (13)(a)(v) shall be abandoned, or any such
                  accumulations of shares shall be dispersed or otherwise
                  resolved, the Board of Directors may, by notice to the
                  Employee, nullify the effect thereof and reinstate this
                  Agreement as previously in effect, but without prejudice to
                  any action that may have been taken prior to such
                  nullification.

                  ii. Unless otherwise determined in a specific case by the
                  Board of Directors, a "Change in Control" shall not be deemed
                  to have occurred for purposes of paragraph 13(a)(ii) or (iii)
                  solely because (X) the Company, (Y) a subsidiary of the
                  Company, or (Z) any Company-sponsored employee stock ownership
                  plan or any other employee benefit plan of the Company or any
                  subsidiary either files or becomes obligated to file a report
                  or a proxy statement under or in response to Schedule 13D,
                  Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
                  schedule, form or report or item therein) under the Exchange
                  Act disclosing Beneficial Ownership by it of shares of the
                  then-outstanding voting securities of the Company, whether in
                  excess of Twenty Percent (20%) or otherwise, or because the
                  Company reports that a change in control of the Company has
                  occurred or will occur in the future by reason of such
                  beneficial ownership.

            c. Vesting Upon Change in Control. In the event that a Change in
            Control occurs during the Effective Period, except as provided
            herein, those of the 100,000 options granted to Employee in
            February, 1998 that have not yet vested shall become accelerated and
            immediately fully vested and exercisable, at any time prior to the
            expiration date of such options, as specified in the applicable
            stock option plan, or the expiration of twelve (12) months after the
            date of acceleration, whichever is the longer period; provided,
            however, that for purposes of this paragraph 13(c), no such options
            will become vested and exercisable subsequent to the expiration date
            of the options as specified in the applicable Stock Option Plan. If
            (i) a Change in Control involves any combination of the Company with
            any other entity, and (ii) the Company and such entity desire to


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<PAGE>

            account for such combination under the pooling-of-interests method
            for financial statement purposes ("Pooling"), and (iii) the sole
            reason that Pooling would be unavailable to the Company and such
            entity is, in the opinion of the Company's independent accountants,
            the acceleration of vesting of options provided for in this
            paragraph 13(c), then this paragraph 13(c) shall be void.

      14.   Certain Additional Payments by the Company.

            a. Anything in this Agreement to the contrary notwithstanding, in
            the event that it shall be determined (as hereafter provided) that
            any payment or distribution by the Company or any of its affiliates
            to or for the benefit of the Employee, whether paid or payable or
            distributed or distributable pursuant to the terms of this Agreement
            or otherwise pursuant to or by reason of any other agreement,
            policy, plan, program or arrangement, including without limitation
            any stock option, performance share, performance unit, stock
            appreciation right or similar right, or the lapse or termination of
            any restriction on, or the vesting or exercisability of, any of the
            foregoing (a "Payment"), would be subject to the excise tax imposed
            by Section 4999 of the Internal Revenue Code of 1986, as amended
            (the "Code") (or any successor provision thereto) by reason of being
            considered "contingent on a change in ownership or control" of the
            Company, within the meaning of Section 280G of the Code (or any
            successor provision thereto) or to any similar tax imposed by state
            or local law, or any interest or penalties with respect to such tax
            (such tax or taxes, together with any such interest and penalties,
            being hereafter collectively referred to as the "Excise Tax"), then
            the Employee shall be entitled to receive an additional payment or
            payments (collectively, a "Gross-Up Payment"). The Gross-Up Payment
            shall be in an amount such that, after payment by the Employee of
            all taxes (including any interest or penalties imposed with respect
            to such taxes), including any Excise Tax imposed upon the Gross-Up
            Payment, the Employee retains an amount of the Gross-Up Payment
            equal to the Excise Tax imposed upon the Payment.

            b. Subject to the provisions of paragraph 14(f), all determinations
            required to be made under this paragraph 14, including whether an
            Excise Tax is payable by the Employee and the amount of such Excise
            Tax and whether a Gross-Up Payment is required to be paid by the
            Company to the Employee and the amount of such Gross-Up Payment, if
            any, shall be made by a nationally recognized accounting firm (the
            "Accounting Firm") selected by the Employee in his sole discretion.
            The Employee shall direct the Accounting Firm to submit its
            determination and detailed supporting calculations to both the
            Company and the Employee within thirty (30) calendar days after the
            Termination Date, if applicable, and any such other time or times as
            may be requested by the Company or the Employee. If the Accounting
            Firm determines that any Excise Tax is 


                                      -8-
<PAGE>

            payable by the Employee, the Company shall pay the required Gross-Up
            Payment to the Employee within five (5) business days after receipt
            of such determination and calculations with respect to any Payment
            to the Employee. If the Accounting Firm determines that no Excise
            Tax is payable by the Employee, it shall, at the same time as it
            makes such determination, furnish the Company and the Employee an
            opinion that the Employee has substantial authority not to report
            any Excise Tax on his federal, state or local income or other tax
            return. As a result of the uncertainty in the application of Section
            4999 of the Code (or any successor provision thereto) and the
            possibility of similar uncertainty regarding applicable state or
            local tax law at the time of any determination by the Accounting
            Firm hereunder, it is possible that Gross-Up Payments which will not
            have been made by the Company should have been made (an
            "Underpayment"), consistent with the calculations required to
            be-made hereunder. In the event that the Company exhausts or fails
            to pursue its remedies pursuant to paragraph 14(f) and the Employee
            thereafter is required to make a payment of any Excise Tax, the
            Employee shall direct the Accounting Firm to determine the amount of
            the Underpayment that has occurred and to submit its determination
            and detailed supporting calculations to both the Company and the
            Employee as promptly as possible. Any such Underpayment shall be
            promptly paid by the Company to, or for the benefit of; the Employee
            within five (5) business days after receipt of such determination
            and calculations.

            c. The Company and the Employee shall each provide the Accounting
            Firm access to and copies of any books, records and documents in the
            possession of the Company or the Employee, as the case may be,
            reasonably requested by the Accounting Firm, and otherwise cooperate
            with the Accounting Firm in connection with the preparation and
            issuance of the determinations and calculations contemplated by
            paragraph 14(b). Any determination by the Accounting Firm as to the
            amount of the Gross-Up Payment shall be binding upon the Company and
            the Employee.

            d. The federal, state and local income or other tax returns filed by
            the Employee shall be prepared and filed on a consistent basis with
            the determination of the Accounting Firm with respect to the Excise
            Tax payable by the Employee. The Employee shall make proper payment
            of the amount of any Excise Payment, and at the request of the
            Company, provide to the Company true and correct copies (with any
            amendments) of his federal income tax return as filed with the
            Internal Revenue Service and corresponding state and local tax
            returns, if relevant, as filed with the applicable taxing authority,
            and such other documents reasonably requested by the Company,
            evidencing such payment. If prior to the filing of the Employee's
            federal income tax return, or corresponding state or local tax
            return, if relevant, the Accounting Firm determines that the amount
            of the 


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<PAGE>

            Gross-Up Payment should be reduced, the Employee shall within five
            (5) business days pay to the Company the amount of such reduction.

            e. The fees and expenses of the Accounting Firm for its services in
            connection with the determinations and calculations contemplated by
            paragraph 14(b) shall be borne by the Company. If such fees and
            expenses are initially paid by the Employee, the Company shall
            reimburse the Employee the full amount of such fees and expenses
            within five (5) business days after receipt from the Employee of a
            statement therefor and reasonable evidence of his payment thereof.

            f. The Employee shall notify the Company in writing of any claim by
            the Internal Revenue Service or any other taxing authority that, if
            successful, would require the payment by the Company of a Gross-Up
            Payment. Such notification shall be given as promptly as practicable
            but no later than ten (10) business days after the Employee actually
            receives notice of such claim and the Employee shall further apprise
            the Company of the nature of such claim and the date on which such
            claim is requested to be paid (in each case, to the extent known by
            the Employee). The Employee shall not pay such claim prior to the
            earlier of (I) the expiration of the thirty (30) calendar-day period
            following the date on which he gives such notice to the Company and
            (ii) the date that any payment of amount with respect to such claim
            is due. If the Company notifies the Employee in writing prior to the
            expiration of such period that it desires to contest such claim, the
            Employee shall:

                  i. provide the Company with any written records or documents
                  in his possession relating to such claim reasonably requested
                  by the Company;

                  ii. take such action in connection with contesting such claim
                  as the Company shall reasonably request in writing from time
                  to time, including without limitation accepting legal
                  representation with respect to such claim by an attorney
                  competent in respect of the subject matter and reasonably
                  selected by the Company;

                  iii. cooperate with the Company in good faith in order
                  effectively to contest such claim; and

                  iv. permit the Company to participate in any proceedings
                  relating to such claim; provided, however, that the Company
                  shall bear and pay directly all costs and expenses (including
                  interest and penalties) incurred in connection with such
                  contest and shall indemnify and hold harmless the Employee, on
                  an after-tax basis, for and against any Excise Tax or income
                  tax, including interest and penalties with respect thereto,
                  imposed as a 


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<PAGE>

                  result of such representation and payment of costs and
                  expenses. Without limiting the foregoing provisions of this
                  paragraph 14(f), the Company shall control all proceedings
                  taken in connection with the contest of any claim contemplated
                  by this paragraph 14(f) and, at its sole option, may pursue or
                  forego any and all administrative appeals, proceedings,
                  hearings and conferences with the taxing authority in respect
                  of such claim (provided, however, that the Employee may
                  participate therein at his own cost and expense) and may, at
                  its option, either direct the Employee to pay the tax claimed
                  and sue for a refund or contest the claim in any permissible
                  manner, and the Employee agrees to prosecute such contest to a
                  determination before any administrative tribunal, in a court
                  of initial jurisdiction and in one or more appellate courts,
                  as the Company shall determine; provided, however, that if the
                  Company directs the Employee to pay the tax claimed and sue
                  for a refund, the Company shall advance the amount of such
                  payment to the Employee on an interest-free basis and shall
                  indemnify and hold the Employee harmless, on an after-tax
                  basis, from any Excise Tax or income or other tax, including
                  interest or penalties with respect thereto, imposed with
                  respect to such advance; and provided further, however, that
                  any extension of the statute of limitations relating to
                  payment of taxes for the taxable year of the Employee with
                  respect to which the contested amount is claimed to be due is
                  limited solely to such contested amount. Furthermore, the
                  Company's control of any such contested claim shall be limited
                  to issues with respect to which a Gross-Up Payment would be
                  payable hereunder and the Employee shall be entitled to settle
                  or contest, as the case may be, any other issue raised by the
                  Internal Revenue Service or any other taxing authority.

            g. If; after the receipt by the Employee of an amount advanced by
            the Company pursuant to paragraph 14(f), the Employee receives any
            refund with respect to such claim, the Employee shall (subject to
            the Company's complying with the requirements of paragraph 14(f))
            promptly pay to the Company the amount of such refund (together with
            any interest paid or credited thereon after any taxes applicable
            thereto). If; after the receipt by the Employee of an amount
            advanced by the Company pursuant to paragraph 14(f), a determination
            is made that the Employee shall not be entitled to any refund with
            respect to such claim and the Company does not notify the Employee
            in writing of its intent to contest such denial or refund prior to
            the expiration of thirty (30) calendar days after such
            determination, then such advance shall be forgiven and shall not be
            required to be repaid and the amount of any such advance shall
            offset, to the extent thereof; the amount of Gross-Up Payment
            required to be paid by the Company to the Employee pursuant to this
            paragraph 14.


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<PAGE>

      15.   Confidential Information:

            a. Employee acknowledges that the Company would be damaged if
            Employee's knowledge with respect to the business of the Company
            were disclosed to or utilized by parties other than the Company.
            Accordingly, Employee covenants and agrees that he will not disclose
            any presently known or hereafter acquired confidential or
            proprietary information of the Company or its business to any
            person, firm, corporation or other entity. For the purposes of this
            paragraph, the term "confidential or proprietary information" shall
            mean all information which is currently known to or hereafter
            acquired by Employee and relates to such matters as customer mailing
            lists, pricing and credit techniques, marketing techniques, research
            and development activities, sources of product, lists of magazines
            or other publications containing advertising of the Company and
            other confidential or restricted information which is not in the
            public domain. Confidential or proprietary information shall not be
            deemed to include information released generally to the public by
            the Company or others, information required by law to be disclosed
            or information learned by the Employee from third parties without
            restrictions on disclosure.

            b. Employee shall return to the Company all confidential or
            proprietary information of the Company in his possession or control.
            Employee acknowledges that he has transferred to floppy disk or
            other removable media and shall return to the Company any
            confidential or proprietary information on the computer to be
            retained by Employee.

      16.   Covenant Not To Compete: The Employee hereby covenants and agrees
            that during the Effective Period (the "Non-Compete Period"), he
            shall not, directly or indirectly, own, operate, manage, join,
            control, participate in the ownership, management, operation or
            control of, or be paid or employed by, or acquire any securities of,
            or otherwise become associated with or provide assistance to, as an
            employee, consultant, director, officer, shareholder, partner,
            agent, associate, principal, representative or in any other
            capacity, any business entity or activity which is directly or
            indirectly a "Competitive Business" (as hereinafter defined);
            provided, however, that the foregoing shall not prevent the Employee
            from (i) performing services for a Competitive Business if such
            Competitive Business is also engaged in other lines of business and
            if the Employee's services are restricted to employment in such
            other lines of business; or (ii) acquiring the securities of or an
            interest in any Competitive Business, provided such ownership of
            securities or interests represents at the time of such acquisition,
            but including any previously held ownership interests, less than
            Five Percent (5%) of any class or type of securities of, or interest
            in, such Competitive Business. The term "Competitive Business" shall
            mean (x) a business engaged in the marketing and 


                                      -12-
<PAGE>

            sale to end users of hardware, software, peripheral and associated
            products for personal computers (other than a business that may from
            time to time market or sell any of the foregoing on an incidental
            basis and whose sales of the foregoing in any year do not exceed
            five percent (5%) of its net sales or $10 million in the aggregate)
            or (y) a business principally engaged at the time of Employee's
            employment in the auction sale of goods or services to end users
            over the Internet. This provision shall apply regardless of where
            such Competitive Business is located. Nothing in this Agreement
            shall be deemed to prevent the Employee from working for a business
            that provides customized software or software as an integral part of
            a database or other service relationship.

      17.   Indemnification: The rights provided to the Employee and the Company
            under the Indemnification Agreement, which is attached hereto as
            Exhibit D (the "Indemnification Agreement"), shall survive the
            Employee's resignation. Any right to indemnification under the
            Indemnification Agreement shall survive termination of the
            Employee's employment by the Company.

      18.   References: The Employee agrees not to disparage the Company, and
            the Company agrees not to disparage the Employee. With respect to
            reference requests, the Company will provide only dates of
            employment and position held. Reference requests will be directed to
            Peter Godfrey, chairman, only. The Company shall give written
            instructions to its Executive Committee, senior vice presidents and
            other officers not to discuss the Employee's employment at the
            Company unless there is a business necessity to do so and to refer
            all unsolicited reference requests they receive with respect to the
            Employee to the chairman. Either party may disclose the text of the
            non-competition provisions of this Agreement to third parties.

      19.   Release by Employee. The Employee and his heirs, assigns and agents
            release, waive, and discharge the Company, its directors, officers,
            employees, subsidiaries, affiliates and agents (the "Released
            Parties") from each and every claim, action or right of any sort,
            known or unknown, arising on or before the Effective Date (as
            hereafter defined).

            a. The foregoing release includes, but is not limited to, any claim
            of discrimination on the basis of wrongful termination, constructive
            discharge, discharge in violation of public policy, race, sex,
            religion, marital status, sexual orientation, national origin,
            handicap or disability, age, veteran status, special disabled
            veteran status, citizenship status, any other claim based on a
            statutory prohibition; any claim arising out of or related to an
            express or implied employment contract, any other contract affecting
            terms and conditions of employment, or a covenant of good faith and
            fair dealing; any tort claims and any 


                                      -13-
<PAGE>

            personal gain with respect to any claim arising under the qui tam
            provisions of the False Claims Act, 31 U.S.C. 3730.

            b. Notwithstanding anything to the contrary contained in this
            Agreement, this Release does not include any claim the Employee may
            have against the Company for the Company's breach of this Agreement
            or the Indemnification Agreement.

            c. The Employee represents that he understands the foregoing
            Agreement, that rights and claims under the Age Discrimination in
            Employment Act of 1967, as amended, are among the rights and claims
            against the Company he is releasing, and that he understands that he
            is not releasing any rights or claims arising after the Effective
            Date.

      20.   Release by Company. The Company, releases, waives and discharges the
            Employee, his heirs, successors and assigns, from each and every
            claim, action or right of any sort, known or unknown, arising on or
            before the Effective Date (as hereafter defined).

            a. This release includes, but is not limited to, any claim of breach
            of contract, breach of fiduciary duty, defamation, unjust
            enrichment, any claim arising out of or related to an express or
            implied employment contract, any other contract affecting terms or
            conditions of employment, or a covenant of good faith and fair
            dealing, and any tort claims.

            b. Notwithstanding anything to the contrary contained in this
            Agreement, this Release does not include any claim the Company may
            have against the Employee for civil or criminal fraud in connection
            with the Employee's employment, the procurement of this Agreement or
            otherwise, the commitment of a crime and/or the Employee's breach of
            this Agreement.

      21.   Covenant Not To Sue. The Employee agrees never to sue any of the
            Released Parties, or cause any of the Released Parties to be sued,
            regarding any matter within the scope of the release set forth in
            Section 19 above. The Company agrees never to sue, or cause the
            Employee to be sued, regarding any matter within the scope of the
            release set forth in Section 20 above. If one party is determined by
            a court of competent jurisdiction to have violated this provision by
            suing or causing the other party (or Released Party) to be sued, the
            party found to have violated this provision agrees to pay all costs
            and expenses of defending against the suit incurred by the other
            party (or Released Party), including 


                                      -14-
<PAGE>

            reasonable attorneys' fees together with any damages and liabilities
            to the other party (or Released Party) resulting from such suit.

      22.   Opportunity To Cure: This Agreement is final and binding. If the
            Employee breaches any of his obligations under this Agreement, the
            Company shall give him written notice of such breach and an
            opportunity to cure such breach (if such breach can be cured) of
            thirty (30) days, after such time if such breach remains uncured,
            the Company shall have the right, among other things, to discontinue
            payments to be made hereunder. All notices hereunder shall be
            effective upon delivery by hand or by certified or overnight mail to
            the most recent address for the Employee provided by the Employee in
            writing to the general counsel of the Company. The Employee shall
            provide like notice and opportunity to cure for any Company breach
            hereunder by giving written notice and a ten (10) business day
            opportunity to cure with respect to any breach of an obligation to
            pay money or to take actions with respect to stock options hereunder
            and a thirty (30) day opportunity to cure any other breach hereunder
            to the general counsel, which notice shall be effective upon
            delivery by hand or by certified or overnight mail to 535
            Connecticut Avenue, Norwalk, Connecticut 06854, or the most recent
            address for the Company provided in writing to the Employee.

            This Agreement is not to be construed as an admission that the
            Employee or the Company acted wrongfully in any way.

      23.   Confidentiality: The terms and conditions of this Agreement are
            confidential and shall not be disclosed to any person other than
            those who must perform tasks to effect the Agreement.
            Notwithstanding the foregoing, either party may disclose any term of
            this Agreement (i) to any governing authority if disclosure is
            required to comply with applicable law, or (ii) to either party's
            attorneys, accountants or advisors with whom a fiduciary
            relationship has been established.

      24.   Revocation: The Employee may revoke this Agreement in writing within
            seven (7) days of signing it (the "Revocation Period"). This
            Agreement will not take effect until the Effective Date. If the
            Employee revokes this Agreement, all of its provisions shall be void
            and unenforceable. The Effective Date (the "Effective Date") of this
            Agreement shall be the day after the end of the Revocation Period.

      25.   Attorneys' Fees: The Company agrees to pay all reasonable attorneys'
            fees and costs associated with the negotiation and drafting of this
            Agreement including reasonable attorneys' fees and costs of
            Employee.

      26.   Severability: In the event that any provision or portion of this
            Agreement is determined to be invalid or unenforceable for any
            reason, in whole or in part, the 


                                      -15-
<PAGE>

            remaining provisions of this Agreement will be unaffected thereby
            and will remain in full force and effect to the fullest extent
            permitted by law.

      27.   Modification: This Agreement constitutes the entire understanding
            between the Employee and the Company. The parties have not relied on
            any oral statements that are not included in this Agreement. Any
            modifications to this Agreement must be in writing and signed by the
            Employee and an authorized employee or agent of the Company.

      28.   Choice Of Law: This Agreement shall be construed, interpreted and
            applied in accordance with the law of the State of Connecticut.

      29.   Waiver. Delay or failure of any party to insist on strict
            performance or observance of any provision of this Agreement or to
            exercise any rights or remedies hereunder shall not be deemed a
            waiver. Any waiver shall be effective only if in writing and signed
            by the waiving party.

THE PARTIES ACKNOWLEDGE THAT THEY UNDERSTAND THE ABOVE AGREEMENT INCLUDING THE
RELEASE OF ALL CLAIMS EXCEPT AS SPECIFICALLY EXCEPTED. THE PARTIES UNDERSTAND
THAT THEY ARE WAIVING UNKNOWN CLAIMS AND THEY DO SO INTENTIONALLY.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives as of the day and year first
above written.

MICRO WAREHOUSE, INC.                           STEPHEN F. ENGLAND


By: /s/ Peter Godfrey                           /s/ Stephen F. England
   ------------------------------               -----------------------------
   Name:  Peter Godfrey
   Title: Chief Executive Officer

Date: October 19, 1998                          Date: October 7, 1998
     ----------------------------                    ------------------------


                                      -16-
<PAGE>

                                    EXHIBIT A

                        Incentive Plan for the Year 1998

      The Targets with respect to the 1998 Incentive Plan shall be based upon
the projected operating profit for the Company as described in the Company's
1998 Worldwide Plan dated March 13, 1998 (the "Plan"). The Plan includes a
separate projected operating profit for all U.S. operations and a separate
projected operating profit for the consolidated international operations. In
determining the Target Bonus amount, if any, 80% of said amount shall be
attributable to and based upon the Plan's projected operating profit for all
U.S. operations and 20% shall be attributable to and based upon the Plan's
projected operating profit for the consolidated international operations. With
respect to said 20%, the Target shall also be considered achieved in full if:

      (i) all or a material number of the international subsidiaries are sold or
otherwise disposed of during 1998; or

      (ii) the international subsidiaries on a consolidated basis have an
operating profit for the year ending December 31, 1998.
<PAGE>

STEPHEN ENGLAND                                                        EXHIBIT B
2 BERTHIER PLACE
REDGEFIELD, CT  06877

      Micro Warehouse, Inc.    OPTIONEE STATEMENT                 Run Date 07/24

                                 As of 07/24/98                         Page No.

<TABLE>
<CAPTION>
Date of    Type of Grant   Options     Options      Option     Date of    Options                Available
 Grant                     Granted   Outstanding    Price      Expir.      Vested               For Exercise
-------    -------------   -------   -----------    ------     -------    -------               ------------
<S>        <C>             <C>         <C>         <C>        <C>          <C>                     <C>   
01/13/93   NON-QUAL         30,000      20,500      $9.7800   01/13/03     20,500  (Current)       20,500
06/21/93   NON-QUAL         58,000      58,000     $11.3800   06/21/03     58,000  (Current)       58,000
01/23/97   NON-QUAL          3,000       3,000     $12.6250   01/23/07      1,500  (Current)        1,500
                                                                            1,500  on 07/19/99
1/23/97    NON-QUAL         20,000      20,000     $12.6250   01/23/07      4,000  (Current)        4,000
                                                                            4,000  on 1/23/99
                                                                            4,000  on 01/23/00
                                                                            4,000  on 01/23/01
                                                                            4,000  on 01/23/02
02/26/98   NON-QUAL        100,000     100,000     $13.6900    2/26/08          0  (Current)            0
                                                                           33,334  on 12/31/98
                                                                           33,333  on 12/31/99
                                                                           33,333  on 12/31/00
                           -------     -------                                                     ------
           Shares          211,000     201,500                                                     84,000
</TABLE>
<PAGE>

                                    EXHIBIT C

                         List of Life Insurance Policies

<PAGE>

                                                                       EXHIBIT D

                            INDEMNIFICATION AGREEMENT

            This agreement ("Agreement") is made as of this 1st day of January,
1994 between Micro Warehouse, Inc., a Delaware corporation (hereinafter referred
to as the "Corporation") and Stephen England (hereinafter referred to as
"Indemnitee").

                                   WITNESSETH:

            WHEREAS, Indemnitee is an officer of Micro Warehouse, Inc., and in
such capacity is performing a valuable service to the Corporation; and

            WHEREAS, the Board of Directors of the Corporation has adopted
by-laws, providing for the indemnification of the officers, directors, agents
(as hereinafter defined) and employees of the Corporation to the maximum extent
authorized by Section 145 of the Delaware General Corporation Law; and

            WHEREAS, Section 145(f) of the Delaware General Corporation Law
allows for the indemnification of officers, directors, agents and employees of
the Corporation by means of indemnification agreements such as contemplated
herein; and

            WHEREAS, in order to thereby induce Indemnitee to serve or to
continue to serve the Corporation, the Corporation has determined and agreed to
enter into this Agreement with Indemnitee.

            NOW, THEREFORE, in consideration of Indemnitee's service or
continued service as a director or officer of the Corporation after the date
hereof, the parties hereto agree as follows:

            1. Definitions

                  (a) The term "Agent" means any person who is or was a
director, officer, employee or other agent of the Corporation or a subsidiary of
the Corporation; or is or was serving at the request of, for the convenience of,
or to represent the interests of, the Corporation or a subsidiary of the
Corporation as a director, officer, employee or agent of another entity or
enterprise; or was a director, officer, employee or agent of a predecessor
corporation of the Corporation or a subsidiary (as hereinafter defined) of the
Corporation, or was a director, officer, employee or agent of another enterprise
at the request of, for the convenience of, or to represent the interests of such
predecessor corporation.

                  (b) The term "Expenses" means all direct and indirect costs of
any type or nature whatsoever (including without limitation, all attorneys'
fees, costs of investigation and
<PAGE>

related disbursements) incurred by the Indemnitee in connection with the
investigation, settlement, defense or appeal of a claim or proceeding (as
hereinafter defined) covered hereby or establishing or enforcing a right to
indemnification under this Agreement.

                  (c) The term "Proceeding" means any threatened, pending or
completed claim, suit or action, whether civil, criminal, administrative,
investigative or otherwise.

                  (d) "Subsidiary" means any corporation of which more than 10%
of the outstanding voting securities is owned directly or indirectly by the
Corporation, and one or more Subsidiaries, taken as a whole.

            2. Maintenance of Liability Insurance.

                  (a) The Corporation hereby covenants and agrees to each
Indemnitee that, so long as such Indemnitee shall continue to serve as an Agent
of the Corporation and thereafter so long as the Indemnitee shall be subject to
any claim or Proceeding by reason of the fact that the Indemnitee was an Agent
of the Corporation or in connection with such Indemnitee's acts as such an
Agent, the Corporation, subject to paragraph 2(b), shall obtain and maintain or
cause to be obtained and maintained in full force and effect directors' and
officers' liability insurance ("D&O Insurance") in reasonable amounts from
established and reputable insurers, but no less than the amounts currently in
effect on the date hereof.

                  (b) Notwithstanding the foregoing, the Corporation shall have
no obligation to obtain or maintain D&O Insurance if the Corporation determines
in good faith that the premium costs for such insurance are disproportionate to
the amount of coverage provided after giving effect to exclusions.

            3. Mandatory Indemnification. The Corporation shall defend,
indemnify and hold harmless each Indemnitee:

                  (a) Third Party Actions. If the Indemnitee is a person who was
or is a party or is threatened to be made a party to any Proceeding (other than
an action by or in the right of the Corporation) by reason of the fact that such
Indemnitee is or was an Agent of the Corporation, or by reason of anything done
or not done by the Indemnitee in any such capacity, against any and all Expenses
and liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) incurred by him or her in connection with the investigation,
defense, settlement or appeal of such Proceeding, so long as the Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, or, with respect to any
criminal action or Proceeding, had reasonable cause to believe his or her
conduct was not unlawful.

                  (b) Derivative Actions. If the Indemnitee is a person who was
or is a party or is threatened to be made a party to any Proceeding by or in the
right of the Corporation


                                        2
<PAGE>

by reason of the fact that he or she is or was an Agent of the Corporation, or
by reason of anything done or not done by him or her in any such capacity,
against any amounts paid in settlement of any such Proceeding and all other
Expenses incurred by him or her in connection with the investigation, defense,
settlement or appeal of such Proceeding if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification under this
subparagraph shall be made, and the Indemnitee shall repay all amounts
previously advanced by the Corporation, in respect of any claim, issue or matter
for which such person is judged to be liable to the Corporation by a court of
competent jurisdiction due to misconduct in the performance of his or her duties
to the Corporation, unless and only to the extent that the court in which such
Proceeding was brought shall determine that such person is fairly and reasonably
entitled to indemnity.

                  (c) Actions Where Indemnitee is Deceased. If the Indemnitee is
a person who was or is a party or is threatened to be made a party to any
Proceeding by reason of the fact that he or she is or was an Agent of the
Corporation, or by reason of anything done or not done by him or her in any such
capacity, and prior to, during the pendency of, or after completion of, such
Proceeding, the Indemnitee shall die, then the Corporation shall defend,
indemnify and hold harmless the estate, heirs and legatees of the Indemnitee
against any and all Expenses and liabilities incurred by or for such persons or
entities in connection with the investigation, defense, settlement or appeal of
such Proceeding on the same basis as provided for the Indemnitee in paragraphs
3(a) and 3(b) above.

The Expenses and liabilities covered hereby shall be net of any payments by D&O
Insurance carriers or others.

            4. Partial Indemnification. If an Indemnitee is found under
paragraph 3(b), 7 or 10 hereof not to be entitled to indemnification for all of
the Expenses relating to a Proceeding, the Corporation shall indemnify the
Indemnitee for any portion of such Expenses not specifically precluded by the
operation of such paragraph 3(b), 7 or 10.

            5. Mandatory Advancement of Expenses. Until a determination to the
contrary under paragraph 7 hereof is made and unless the provisions of paragraph
10 apply, the Corporation shall advance all Expenses incurred by each Indemnitee
in connection with the investigation, defense, settlement or appeal of any
Proceeding to which the Indemnitee is a party or is threatened to be made a
party covered by the indemnification in paragraph 3 hereof. As a condition to
such advance, each Indemnitee shall, at the request of the Corporation,
undertake in a manner satisfactory to the Corporation to repay such amounts
advanced if it shall ultimately be determined by an order of a court that the
Indemnitee is not entitled to be indemnified by the Corporation by the terms
hereof or under applicable law. Subject to paragraph 6 hereof, the advances to
be made hereunder shall be paid by the Corporation to the Indemnitee within
twenty (20) days following delivery of a written request by


                                        3
<PAGE>

the Indemnitee to the Corporation, which request shall be accompanied by
vouchers, invoices and similar evidence documenting the amounts requested.

            6. Indemnification Procedures.

                  (a) Promptly after receipt by the Indemnitee of notice of the
commencement or threat of any Proceeding covered hereby, the Indemnitee shall
notify the Corporation of the commencement or threat thereof, provided that any
failure to so notify shall not relieve the Corporation of any of its obligations
hereunder, except to the extent that such failure or delay increases the
liability of the Corporation hereunder.

                  (b) If, at the time of the receipt of a notice pursuant to
paragraph 6(a) above, the Corporation has D&O Insurance in effect, the
Corporation shall give prompt notice of the Proceeding or claim to its insurers
in accordance with the procedures set forth in the applicable policies. The
Corporation shall thereafter take all necessary or desirable action to cause
such insurers to pay all amounts payable as a result of such Proceeding in
accordance with the terms of such policies and the Indemnitee shall not take any
action (by waiver, settlement or otherwise) which would adversely affect the
ability of the Corporation to obtain payment from its insurers.

                  (c) If the Corporation shall be obligated to pay the Expenses
of any Indemnitee, the Corporation shall assume the defense of the Proceeding to
which the Expenses relate and shall deliver a notice of assumption to the
Indemnitee. The Corporation will not be liable to the Indemnitee under this
Agreement for any fees of counsel incurred after delivery of such notice with
respect to such Proceeding or any costs of settlement not approved in advance in
writing by the Corporation, provided that (i) the Indemnitee shall have the
right to employ his or her own counsel in any such Proceeding at the
Indemnitee's expense, and (ii) if (1) the employment of counsel by the
Indemnitee has been previously authorized by the Corporation, (2) the Indemnitee
shall have provided the Corporation with an opinion of counsel stating that
there is a strong argument that a conflict of interest exists between the
Corporation and the Indemnitee in the conduct of any such defense, or (3) the
Corporation shall not have assumed the defense of such Proceeding, the fees and
Expenses of Indemnitee's counsel shall be at the expense of the Corporation.

            7. Determination of Right to Indemnification.

                  (a) To the extent an Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding, claim, issue or matter covered
hereby, the Indemnitee need not repay any of the Expenses advanced in connection
with the investigation, defense or appeal of such Proceeding.


                                        4
<PAGE>

                  (b) If paragraph 7(a) is inapplicable, the Corporation shall
remain obligated to indemnify the Indemnitee, and the Indemnitee need not repay
Expenses previously advanced, unless the Corporation, by contested motion before
a court of competent jurisdiction, obtains preliminary or permanent relief
suspending or denying the obligation to advance or indemnification for Expenses.

                  (c) Notwithstanding a determination by a court that the
Indemnitee is not entitled to indemnification with respect to a specific
Proceeding, the Indemnitee shall have the right to apply to the Court of
Chancery of Delaware for the purpose of enforcing the Indemnitee's right to
indemnification pursuant to this Agreement.

                  (d) Notwithstanding any other provision in this Agreement to
the contrary, the Corporation shall indemnify the Indemnitee against all
Expenses incurred by the Indemnitee in connection with any Proceeding under
paragraph 7(b) or 7(c) above and against all Expenses incurred by the Indemnitee
in connection with any other Proceeding between the Corporation and the
Indemnitee involving the interpretation or enforcement of the rights of the
Indemnitee under this Agreement unless a court of competent jurisdiction finds
that the material claims and/or defenses of the Indemnitee in any such
Proceeding were frivolous or made in bad faith.

            8. Certificate of Incorporation and By Laws. The Corporation agrees
that the Certificate of Incorporation and By Laws of the Corporation in effect
on the date hereof shall not be amended to reduce, limit, hinder or delay (i)
the rights of the Indemnitee granted hereby or (ii) the ability of the
Corporation to indemnify the Indemnitee as required hereby. The Corporation
further agrees that it shall exercise the powers granted to it under its
Certificate of Incorporation, its By Laws and by applicable law to indemnify any
Indemnitee to the fullest extent possible as required hereby. The Corporation
further covenants and agrees that Articles 9 and 10 of the Corporation's
Certificate of Incorporation shall not be amended in a manner (i) adverse to any
Indemnitee or (ii) inconsistent with the benefits granted to the Indemnitee
hereby.

            9. Witness Expenses. The Corporation agrees to reimburse each
Indemnitee for all Expenses, including attorneys' fees and travel costs,
incurred by such Indemnitee in connection with being a witness, or if an
Indemnitee is threatened to be made a witness, with respect to any Proceeding,
by reason of his serving or having served as an Agent of the Corporation.

            10. Exceptions. Notwithstanding any other provision herein to the
contrary, the Corporation shall not be obligated pursuant to the terms of this
Agreement:

                  (a) Claims Initiated by Indemnitee. To indemnify or advance
expenses to the Indemnitee with respect to Proceedings or claims initiated or
brought voluntarily by the Indemnitee and not by way of defense (other than
Proceedings brought to establish or enforce a right to indemnification under
this Agreement or the provisions of the Corporation's Certificate


                                        5
<PAGE>

of Incorporation or By Laws unless a court of competent jurisdiction determines
that each of the material assertions made by the Indemnitee in such Proceeding
was not made in good faith or was frivolous).

                  (b) Unauthorized Settlements. To indemnify the Indemnitee
under this Agreement for any amounts paid in settlement of a Proceeding covered
hereby without the prior written consent of the Corporation to such settlement.

            11. Non-exclusivity. This Agreement is not the exclusive arrangement
between the Corporation and any Indemnitee regarding the subject matter hereof
and shall not diminish or affect any other rights which each Indemnitee may have
under any provision of law, the Corporation's Certificate of Incorporation or By
Laws, under other agreements, or otherwise.

            12. Continuation after Term. Each Indemnitee's rights hereunder
shall continue after the Indemnitee has ceased acting as a director or Agent of
the Corporation and the benefits hereof shall inure to the benefit of the heirs,
executors and administrators of each Indemnitee.

            13. Interpretation of Agreement. This Agreement shall be interpreted
and enforced so as to provide indemnification to the Indemnitee to the fullest
extent now or hereafter permitted by law.

            14. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, (i) the validity,
legality and enforceability of the remaining provisions of the Agreement shall
not in any way be effected or impaired thereby, and (ii) to the fullest extent
possible, the provisions of this Agreement shall be construed or altered by the
court so as to remain enforceable and to provide the Indemnitee with as many of
the benefits contemplated hereby as are permitted under law.

            15. Counterparts, Modification and Waiver. This Agreement may be
signed in counterparts. This Agreement constitutes a separate agreement between
the Corporation and each Indemnitee and may be supplemented or amended as to an
Indemnitee only by a written instrument signed by the Corporation and such
Indemnitee, with such amendment binding only the Corporation and the signing
Indemnitee(s). All waivers must be in a written document signed by the party to
be charged. No waiver of any of the provisions of this Agreement shall be
implied by the conduct of the parties. A waiver of any right hereunder shall not
constitute a waiver of any other right hereunder.


                                        6
<PAGE>

            IN WITNESS WHEREOF, the parties hereby have caused this agreement to
be duly executed as of the day and year first above written.

                                          MICRO WAREHOUSE, INC.


                                          By /s/ Bruce Lev
                                             ------------------------
                                             Bruce L. Lev, Its 
                                             Executive Vice President
                                             Hereunto Duly Authorized


                                          ---------------------------
                                          Stephen England


                                        7