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                                                                   EXHIBIT 10.23


                              EMPLOYMENT AGREEMENT
                                    (CARLINE)

         This employment agreement ("Agreement") is made as of the 28th day of
October, 1998 between Micro Warehouse, Inc., a Delaware corporation (hereinafter
referred to as the "Company"), with its principal place of business at 535
Connecticut Avenue, Norwalk, Connecticut 06854, and Stephen J. Carline, whose
address is 5240 East Cholla Street, Scottsdale, Arizona 85254 (hereinafter
referred to as "Employee").

         WHEREAS, the Company wishes to retain the full-time services of the
Executive, and the Executive is willing to commence employment with the Company
on a full-time basis, upon the other terms and conditions hereinafter provided.

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

1. EMPLOYMENT; CONDITION SUBSEQUENT TO EFFECTIVENESS. (a) The Company shall
hereby employ Employee, and Employee hereby accepts such employment, commencing
on the date hereof, on the terms and conditions set forth below.

         (b) If the Company has not purchased all of Employee's membership
interests in Discovery Training & Development, L.L.C. on or prior to November
30, 1998, then, unless this condition subsequent is specifically waived or
extended by a writing signed by both parties, this Agreement shall be null and
void AB INITIO and the Company's only obligation to Employee shall be to pay
Employee any Base Salary due through November 30, 1998 and reimburse any
expenses incurred by Employee in accordance with Section 5. Upon nullification
pursuant to this Section 1(b), Employee shall nonetheless be bound by the
obligations in Sections 8 and 10; PROVIDED, HOWEVER, that the term "Restrictive
Period" as used in Section 10 shall mean the period beginning on the date hereof
and ending one year following the last date of employment hereunder. Upon
nullification pursuant to this Section 1(b), all stock options granted to
Employee pursuant to Section 4(C) shall be rescinded and null and void.

2. DUTIES. During the Period of Employment (as hereinafter defined), the Company
shall employ Employee as Executive Vice President of Sales, reporting to Peter
Godfrey, the President and Chief Executive Officer of the Company, or his
successor, to perform such duties as shall be required by Mr. Godfrey, or his
successor, provided the same are consistent with those of an executive vice
president of sales of a public company in a business similar to the Company's
business. The precise responsibilities of Employee may be revised from time to
time provided the same do not materially affect Employee's position. In
furtherance of the foregoing, Employee hereby agrees to perform his duties
faithfully. Employee acknowledges that the Company in its sole discretion has
the right to make all decisions with respect to strategies, plans, budgets,
projections, goals, objectives, incentive plans, operations, finances and
processes relating to the conduct of its business, and any of these may be
amended, modified or rescinded from time-to-


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time by the Company. During the Period of Employment and except for vacations in
accordance herewith, absences due to temporary illness and outside Board
responsibilities, Employee shall devote all of his available business time and
energies during normal business hours to the business of the Company. Employee's
principal place of business will be at any of the Company's facilities in New
Jersey. Employee represents and warrants that he is not subject to or bound by
any agreement with, or is otherwise under any duty to, any third party that may
limit or restrict his right to become employed by the Company or to perform any
tasks or responsibilities required of an executive officer of the Company,
including without limitation any covenant not to compete, confidentiality
agreement or agreement to assign intellectual property.

3. TERM. The term of Employee's employment by the Company (the "Period of
Employment") shall commence as of the date hereof and, unless earlier terminated
pursuant to the terms hereof, shall end as of the close of business on December
31, 2001.

4. COMPENSATION.

         (A) BASE SALARY. For all services rendered by Employee under this
Agreement, during the Period of Employment the Company shall pay to him a
minimum "Base Salary" at the rate of Two Hundred Fifty Thousand Dollars
($250,000) per annum payable in at least equal monthly installments. The term
"Base Salary" shall mean regular cash compensation paid on a periodic basis
exclusive of benefits, bonuses or incentive payments.

         (B) ANNUAL INCENTIVE COMPENSATION. In addition to Base Salary,
beginning calendar year 1999 Employee shall be eligible to earn annual incentive
compensation ("Incentive Compensation") as set forth below, not to exceed One
Hundred Percent (100%) of Base Salary in any one year. No incentive compensation
may be earned for the remainder of calendar year 1998.

                  (i) Prior to each January 1 during the Period of Employment,
         the Board of Directors and Employee shall mutually agree upon and
         establish a plan (the "Incentive Plan") describing anticipated results
         of operations for the coming fiscal year and containing financial goals
         (hereinafter "Targets"). The Incentive Plan shall be determined in the
         sole discretion of the Board of Directors and Employee and may vary
         from year to year. A copy of the Incentive Plan shall be provided to
         the Company's Certified Public Accountants ("CPAs"). Subsequent to the
         conclusion of the year the CPAs shall compare the actual results of
         operations for said year to the Incentive Plan.

                  (ii) The Incentive Plan shall set forth a target bonus amount,
         One Hundred Percent (100%) of which shall be payable for accomplishing
         One Hundred Percent (100%) of Targets, which amount shall be Fifty
         Percent (50%) of Base Salary for each full calendar year beginning 1999
         (hereinafter "Target Bonus Amount"). The Board of Directors may modify
         upward the Target Bonus Amount as part of the salary review process for
         years subsequent to 1999. The actual amount, if any, of Incentive
         Compensation to which Employee may be entitled shall range on a linear
         basis from Fifty


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         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. No Incentive Compensation shall be paid if less than
         Eighty Percent (80%) of Targets are achieved.

                  By way of example, if Base Salary is $250,000, One Hundred
         Percent (100%) of Target Bonus Amount at accomplishment of One Hundred
         Percent (100%) of Targets shall be $125,000. If the Company achieves
         Eighty Percent (80%) of Targets, Target Bonus Amount shall be $62,500
         (I.E., 50% of $125,000), which shall be automatically due and payable
         to Employee.

                  By way of further example, if the Company achieves One Hundred
         Ten Percent (110%) of Targets, Target Bonus Amount shall be $187,500
         (I.E., 150% x $125,000), which shall be automatically due and payable
         to Employee.

                  (iii) Incentive Compensation shall be paid to Employee in a
         lump sum cash payment as soon as practicable after the CPAs determine
         the amounts, if any, which are due Employee. Incentive Compensation
         earned during the final calendar year of the Period of Employment shall
         be payable as soon as practicable after the CPAs determine the amounts,
         if any, which are due Employee, notwithstanding the earlier expiration
         or termination of the Period of Employment.

         (C)      STOCK OPTIONS.

                  (i) On the date hereof, the Company will grant to Employee
         options to purchase Fifty Thousand (50,000) common shares at an
         exercise price per share equal to the average of the closing prices of
         the Company's common shares on the business day preceding the date
         hereof and the date hereof, which options shall be "non-qualified"
         stock options. During the Period of Employment such options shall
         become cumulatively vested and exercisable at the rate of one-third
         (1/3) per year commencing on the anniversary of the date of grant.

                  (ii) The options set forth in this Paragraph 4(C) shall be
         granted to Employee pursuant to the Company's 1994 Stock Option Plan
         (the "Stock Option Plan") and Employee shall be subject to the terms
         and conditions set forth therein. The options set forth in this
         Paragraph 4(C) shall also be evidenced by Employee executing and
         becoming a party to an option agreement between Employee and the
         Company (the "Option Agreement"). Notwithstanding any of the foregoing,
         if there is any inconsistency between or among this Agreement, the
         Stock Option Plan and/or the Option Agreement, this Agreement, to the
         extent it is consistent with the restrictions provided in the last
         sentence of paragraph 12 of the Plan, shall govern as to all documents
         described in this subparagraph 4(C)(ii).


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                  (iii) Notwithstanding the foregoing, the options described in
         this Paragraph 4(C) shall under the following circumstances become
         vested and exercisable, and expire, as follows:

                           (a) upon a termination of the Period of Employment by
                  the Company without cause pursuant to Paragraph 11(A) that
                  DOES NOT invoke the provisions of Paragraph 11(E)(ii)(a) or
                  upon termination of the Period of Employment by Employee for
                  cause (as described in Paragraph 11(C)), all of Employee's
                  unvested options shall become accelerated and immediately
                  fully vested, and exercisable at any time until the earlier of
                  the expiration date of the options (as specified in the Stock
                  Option Plan) or the first anniversary of the effective date of
                  such termination; or

                           (b) upon a termination of the Period of Employment by
                  the Company without cause pursuant to Paragraph 11(A) that
                  invokes the provisions of Paragraph 11(E)(ii)(a), Employee's
                  unvested options shall not continue to vest beyond the
                  effective date of such termination and all options that were
                  vested as of the effective date of termination shall be
                  exercisable at any time until the earlier of the expiration
                  date of the options (as specified in the Stock Option Plan) or
                  the first anniversary of the effective date of such
                  termination;

                  PROVIDED, HOWEVER, that for purposes of this subparagraph
                  4(C)(iii), no options will become vested and exercisable
                  subsequent to the expiration date of the options as specified
                  in the Stock Option Plan.

         (D) ADDITIONAL COMPENSATION. During the Period of Employment, Employee
shall be eligible to receive any other payments of bonus, compensation or other
amounts not specifically set forth herein but which may be paid by the Company
at its sole discretion ("Additional Compensation").

5. BUSINESS EXPENSES. During the Period of Employment, the Company agrees to
reimburse Employee for reasonable and necessary expenses incurred by him in
connection with the performance of his duties hereunder. Employee shall submit
vouchers, invoices and such other documentation in accordance with the Company's
general policy with respect thereto.

6. BENEFITS. The Company will provide or, as necessary, reimburse Employee with
or for the following benefits:

         (A) ORDINARY INSURANCE. During the Period of Employment, Employee shall
be entitled to medical, dental and hospitalization insurance and short-term
disability coverage for himself and his dependents, to the extent provided
generally to the senior executives of the Company.


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         (B) VACATIONS. During the Period of Employment, Employee shall be
entitled to three (3) weeks paid vacation per year, the scheduling of which
shall be in accordance with the general policies and practices of the Company
with respect thereto.

          (C) EMPLOYEE BENEFIT PLANS AND PERQUISITES. During the Period of
Employment, Employee shall be entitled (i) to participate in all employee
benefit plans, programs, policies and arrangements sponsored, maintained or
contributed to by the Company, subject to and in accordance with the terms and
conditions of such plans, programs, policies and arrangements as they relate to
similarly situated executive officers of the Company, and (ii) to receive all
other benefits and perquisites provided or made available by the Company to its
senior executive officers subject to and in accordance with the terms and
conditions of such benefits and perquisites as they relate to similarly situated
senior executive officers of the Company.

         (D) RELOCATION. In connection with Employee's relocation to the State
of New Jersey, to occur within the first three (3) months of this Agreement, the
Company will provide Employee with the relocation benefits described on EXHIBIT
A to this Agreement.

7. DEATH OR PERMANENT DISABILITY. In the event of the death or Permanent
Disability of Employee ("Permanent Disability" being defined as an illness which
will prevent Employee from performing his duties for a period of six (6)
consecutive months or nine (9) out of any consecutive twelve (12) months) prior
to the expiration of the Period of Employment, his employment shall be deemed to
cease as of the end of the month of the date of his death or Permanent
Disability and this Agreement shall terminate forthwith and all rights under it
shall expire, except that Employee or Employee's estate shall be entitled to
receive Base Salary for a period of six (6) months from the date of death or
Permanent Disability plus the PRO RATA amount of any Incentive Compensation
which would have been due Employee pursuant to Paragraph 4 above for the period
January 1 of said year through the date of death or Permanent Disability. Said
Base Salary shall be paid at the time it would regularly be paid. Said Incentive
Compensation shall be paid as soon as practicable after a determination of the
amount due is made by the Company's CPAs. Additionally, any options eligible to
vest within twelve (12) months of the date of death or Permanent Disability
shall be deemed accelerated and fully vested as of the date of death or
Permanent Disability subject to the further terms and conditions of the Stock
Option Plan pursuant to which the same were granted.

8. CONFIDENTIAL INFORMATION. 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


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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
Employee from third parties without restrictions on disclosure provided the same
would not, if released, damage the Company. The provisions of this Paragraph
shall survive the termination of this Agreement.

9. COVENANT NOT TO COMPETE. Employee hereby covenants and agrees that, from the
date hereof until December 31, 2002 (the "Restrictive 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 Employee from (i) performing services for a Competitive Business if
such Competitive Business is also engaged in other lines of business and if
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 Two Percent (2%) of any class or type of securities of, or interest
in, such Competitive Business. The term "Competitive Business" shall mean and
include any business or activity that is substantially the same as any business
or activity then conducted by the Company, regardless of where such Competitive
Business is located. If either the period of time or the geographic area
specified in this Paragraph 9 should be adjudged unreasonable in any proceeding,
then the period of time shall be reduced by such number of months and/or the
geographic area shall be limited in scope so that such restrictions may be
enforced for such time and in such area as is adjudged to be reasonable. If
Employee violates any of the restrictions contained in this Paragraph 9, the
Restrictive Period shall not run in Employee's favor from the time of the
commencement of any such violation until such time as such violation shall be
cured to the satisfaction of the Company.

10. COVENANT NOT TO SOLICIT. Unless Employee has obtained the prior written
consent of the Company, he hereby covenants and agrees that, during the
Restrictive Period, he shall not, for or on behalf of a Competitive Business,
directly or indirectly, as owner, officer, director, stockholder, partner,
associate, consultant, manager, advisor, representative, employee, agent
creditor, or otherwise, attempt to solicit or in any other way disturb or
service any person, firm or corporation that has been a customer account of the
Company at any time or times during the Restrictive Period, whether or not he at
any time had any direct or indirect account responsibility for, or contact with,
such customer account. Further, unless Employee has obtained the prior written
consent of the Company, he hereby covenants and agrees that, during the
Restrictive Period, he shall not, for or on behalf of a Competitive Business,
directly or indirectly, induce, solicit or attempt to influence any employee or
former employee (employed by the Company within the prior 12 months) of the
Company to terminate his/her employment relationship with the Company or to
accept a position with any Competitive Business. If either the period of time or
the geographic area specified in this Paragraph 10 should be adjudged
unreasonable in any


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proceeding, then the period of time shall be reduced by such number of months
and/or the geographic area shall be limited in scope so that such restrictions
may be enforced for such time and in such area as is adjudged to be reasonable.
If Employee violates any of the restrictions contained in this Paragraph 10, the
Restrictive Period shall not run in Employee's favor from the time of the
commencement of any such violation until such time as such violation shall be
cured to the satisfaction of the Company.

11. TERMINATION. In addition to termination for death or Permanent Disability
pursuant to Paragraph 7, the Period of Employment shall terminate upon the
occurrence of any of the following:

         (A) TERMINATION WITHOUT CAUSE UPON PRIOR NOTICE. The Company may
terminate the Period of Employment by giving Employee ninety (90) days prior
written notice.

         (B) TERMINATION FOR CAUSE. At the election of the Company, it may
immediately upon written notice by the Company to Employee terminate the Period
of Employment for cause. For the purposes of this Paragraph, cause for
termination shall be deemed to exist upon (i) a good faith finding by the
Company of a willful failure or refusal of Employee to perform assigned duties
for the Company of which he has knowledge, or the commission of any other
willful or grossly negligent action by Employee with the intent to injure the
Company; (ii) any material breach of any material provision of this Agreement by
Employee if Employee fails to correct such breach (or to take substantial steps
to correct such breach) within ten (10) days after receiving written notice
thereof; or (iii) the conviction of Employee of, or the entry of a plea of
guilty or NOLO CONTENDERE by Employee to, a crime involving an act of fraud or
embezzlement against the Company or the conviction of Employee of, or the entry
of a plea of guilty or NOLO CONTENDERE by Employee to, any felony involving
moral turpitude. Notwithstanding the foregoing, the Company shall not terminate
Employee for cause pursuant to subparagraphs (i) or (ii) of this Paragraph
unless and until there shall have been delivered to Employee a copy of a
resolution, duly adopted by the affirmative vote of the Board of Directors at a
meeting called and held after reasonable notice to Employee and an opportunity
for Employee, together with his counsel, to be heard before the Board of
Directors, finding that in the good faith opinion of the Board of Directors
Employee is guilty of conduct set forth in subparagraphs (i) or (ii) of this
Paragraph and specifying the particulars thereof in reasonable detail.

         (C) EMPLOYEE'S ELECTION FOR CAUSE. At the election of Employee, he may
terminate the Period of Employment for cause immediately upon written notice by
Employee to the Company. For purposes of this Paragraph, cause for termination
shall be deemed to exist upon (i) a material failure by the Company to continue
Employee's participation in any bonus, compensation or other benefit plan in
which Employee is entitled to participate pursuant hereto or the taking by the
Company of any action which would directly or indirectly materially reduce his
participation therein; or (ii) a material breach of any provision of this
Agreement by the Company if such breach is not corrected (or substantial steps
have not been taken to correct such breach) within thirty (30) days after the
Board of Directors received written notice thereof.


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         (D) EMPLOYEE'S ELECTION WITHOUT CAUSE. Effective any time after the
Contingent Amount (as defined in the Interest Purchase Agreement, among the
Company, Employee and certain other parties (the "Purchase Agreement")) is
earned in full, Employee may terminate the Period of Employment by giving the
Company ninety (90) days prior written notice.

         (E) EFFECT OF TERMINATION.

                  (i) TERMINATION BY THE COMPANY FOR CAUSE OR AT THE ELECTION OF
         EMPLOYEE WITHOUT CAUSE. In the event that Period of Employment is
         terminated by the Company for cause pursuant to Paragraph 11(B)(i) or
         (ii) or Employee elects to terminate the Period of Employment without
         cause pursuant to Paragraph 11(D), the Company shall pay to Employee
         the Base Salary, Incentive Compensation and Additional Compensation
         due, if any, under Paragraph 4, on a PRO RATA basis to the effective
         date of termination at the time such Base Salary, Incentive
         Compensation or Additional Compensation would regularly be paid and
         benefits otherwise payable to him hereunder all through the last day of
         his actual employment by the Company. Upon termination under this
         Paragraph 11(E), Employee will thereupon no longer be entitled to any
         compensation or benefits provided herein, and nothing herein shall
         limit the Company's right against Employee or the rights and
         obligations of the parties under Paragraphs 8, 9, and 10 hereof.

                  (ii) TERMINATION BY THE COMPANY WITHOUT CAUSE OR AT THE
         ELECTION OF EMPLOYEE FOR CAUSE. In the event the Period of Employment
         is terminated without cause by the Company pursuant to Paragraph 11(A)
         or by Employee pursuant to Paragraph 11(C), then, following the
         occurrence of such event, the Company shall pay to Employee (I) the
         Base Salary due through the expiration of the Period of Employment as
         if the Period of Employment had not been earlier terminated, paid at
         the time such Base Salary would regularly be paid, and (II) the
         Incentive Compensation and Additional Compensation due, if any, under
         Paragraph 4 hereof for the year during which termination occurs, on a
         PRO RATA basis through the effective date of termination, paid at the
         time such Incentive Compensation or Additional Compensation would
         regularly be paid. In addition, Employee will continue to receive the
         benefits provided under Paragraph 6 hereof, including payment of
         accrued but unused vacation benefits. During said period, Employee
         shall continue to be bound by the provisions of Paragraphs 8, 9 and 10
         hereof. Notwithstanding the foregoing:

                           (a) if the Period of Employment is terminated without
                  cause by the Company pursuant to Paragraph 11(A) between
                  December 31, 1999 and March 31, 2000 and the positive amount
                  of the 1999 Surplus (as defined in the Purchase Agreement) is
                  not equal to or greater than 10% of the Total Gross Profit
                  Dollars (as defined in the Purchase Agreement) for the year
                  ending December 31, 1998, then, following the occurrence of
                  such event, the Company shall pay to Employee (I) the Base
                  Salary due for one year following the effective date of
                  termination, paid at the time such Base Salary would regularly
                  be paid, and (II) the Incentive Compensation and Additional
                  Compensation due, if any, under Paragraph 4


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                  hereof for the year ending December 31, 1999 (with no
                  Incentive Compensation and Additional Compensation being
                  payable for any part of the year ending December 31, 2000),
                  paid at the time such Incentive Compensation or Additional
                  Compensation would regularly be paid. In addition, Employee
                  will continue to receive the healthcare benefits provided
                  under Paragraph 6(A) hereof for a period of one year from
                  the effective date of termination. During said period,
                  Employee shall continue to be bound by the provisions of
                  Paragraphs 8, 9 and 10 hereof; PROVIDED, HOWEVER, that the
                  "Restrictive Period" (for purposes of Paragraphs 9 and 10),
                  shall terminate one year from the effective date of
                  termination.

                           (b) if the Period of Employment is terminated without
                  cause by the Company pursuant to Paragraph 11(A) between
                  December 31, 2000 and March 31, 2001 and the positive amount
                  of the 2000 Surplus (as defined in the Purchase Agreement) is
                  not equal to or greater than 10% of the Total Gross Profit
                  Dollars for the year ending December 31, 2000, then, following
                  the occurrence of such event, the Company shall pay to
                  Employee (I) the Base Salary due for a one-year period from
                  the effective date of termination, paid at the time such Base
                  Salary would regularly be paid, and (II) the Incentive
                  Compensation and Additional Compensation due, if any, under
                  Paragraph 4 hereof for the year ending December 31, 2000 (with
                  no Incentive Compensation and Additional Compensation being
                  payable for any part of the year ending December 31, 2001),
                  paid at the time such Incentive Compensation or Additional
                  Compensation would regularly be paid. In addition, Employee
                  will continue to receive the healthcare benefits provided
                  under Paragraph 6(A) hereof for a period of one-year from the
                  effective date of termination. During said period, Employee
                  shall continue to be bound by the provisions of Paragraphs 8,
                  9 and 10 hereof; PROVIDED, HOWEVER, that the "Restrictive
                  Period" (for purposes of Paragraphs 9 and 10), shall terminate
                  one year from the effective date of termination.

12.      SUCCESSORS AND BINDING AGREEMENT.

         (A) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form
and substance reasonably satisfactory to Employee, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent the Company
would be required to perform if no such succession had taken place. This
Agreement will be binding upon and inure to the benefit of the Company and any
successor to the Company, including without limitation any persons acquiring
directly or indirectly all or substantially all of the business or assets of the
Company whether by purchase, merger, consolidation, reorganization or otherwise
(and such successor will thereafter be deemed the "Company" for the purposes of
this Agreement), but will not otherwise be assignable, transferable or delegable
by the Company.


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         (B) This Agreement will inure to the benefit of and be enforceable by
Employee's personal or legal representatives, executors, administrators,
successors, heirs, distributees and legatees.

         (C) This Agreement is personal in nature and neither of the parties
hereto will, without the consent of the other, assign, transfer or delegate this
Agreement or any rights or obligations hereunder except as expressly provided in
subparagraphs 12(A) or (B) above. Without limiting the generality or effect of
the foregoing, Employee's right to receive payments hereunder will not be
assignable, transferable or delegable, whether by pledge, creation of a security
interest, or otherwise, other than by a transfer by Employee's will or by the
laws of descent and distribution and, in the event of any attempted assignment
or transfer contrary to this subparagraph 12(C), the Company will have no
liability to pay any amount so attempted to be assigned, transferred or
delegated.

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

14. REPRESENTATION. Each party represents and warrants that it is fully
authorized and empowered to enter into this Agreement and that performance of
its obligations under this Agreement will not violate any agreement between it
and any other person or entity.

15. NOTICES. All notices, elections, demands or other communications required or
permitted to be made or given pursuant to this Agreement shall be in writing and
shall be considered properly given or made if sent by telecopier, Telex, courier
service or certified mail, return receipt requested and addressed to the parties
at the respective addresses specified below. Either party may change its address
by giving notice in writing pursuant to this Paragraph to the other of its new
address. To the Company: Micro Warehouse, Inc.

                           535 Connecticut Avenue
                           Norwalk, Connecticut  06854

                           Attn.: Bruce L. Lev, Executive Vice President, Legal
                           and Corporate Affairs and General Counsel
                           Telephone:       (203) 899-4000
                           Telecopy:        (203) 899-4312

To Employee:               Stephen J. Carline
                           5240 East Cholla Street
                           Scottsdale, Arizona  85254

16.      JURISDICTION.


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         (A) Any controversy, claim or breach arising out of or relating to this
Agreement (except those relating to monetary damages and those relating to
Paragraphs 8, 9 or 10) shall be submitted for settlement to an arbitrator agreed
upon by the parties. The decision of such arbitrator shall be final and binding
on the parties. If the parties cannot agree upon an arbitrator, the controversy,
claim or breach shall be referred to the American Arbitration Association with a
request that an arbitrator be appointed pursuant to the rules of said
Association. Such arbitration shall be held in Stamford, Connecticut, in
accordance with the rules and practices of the American Arbitration Association
pertaining to single-party arbitration then in effect, and the judgement upon
the award rendered shall be entered by consent in any court having jurisdiction
thereof.

         (B) Employee acknowledges the restrictions contained in Paragraphs 8, 9
and 10, in view of (i) the nature of the business in which the Company is
engaged, (ii) the unique nature of the services rendered by Employee to the
Company, and (iii) the national and international scope of the business
enterprise of the Company, are reasonable, appropriate and necessary in order to
protect the legitimate interests of the Company, and that any violation thereof
would result in irreparable injuries to the Company, and Employee therefore
acknowledges that, notwithstanding subparagraph 16(A), in the event of a
violation of any of these restriction, the Company shall be entitled to obtain
from any court of competent jurisdiction, temporary, preliminary and permanent
injunctive relief as well as damages and equitable accounting of all earnings,
profits and other benefits arising from such violation, which rights shall be
cumulative and in addition to any other rights or remedies to which the Company
may be entitled.

17. ENTIRE AGREEMENT. This Agreement constitutes the full and complete
understanding and agreement of the parties. Neither party has relied upon any
representation of the other not set forth herein. This Agreement may not be
changed orally but only by an agreement in writing, signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought. This Agreement supersedes all prior agreements between the parties
hereto with respect to its subject matter and notwithstanding any provision
hereof, will become effective upon the execution of this Agreement by the
parties.

18. BINDING EFFECT. This Agreement shall be binding upon and accrue to the
benefit of the parties hereto, their heirs, executors, administrators and
successors.

19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut without regard to its
principles with respect to conflicts of law.

20. COUNSEL FEES. Except as set forth herein, the parties hereto shall bear
their own fees, costs and expenses incurred in connection with this Agreement.
If either party is required to bring suit or otherwise seek enforcement of its
or his rights in connection with the same, the prevailing party in such action
or proceeding shall be entitled to recover counsel fees incurred in such action
or proceeding.


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<PAGE>

21. COUNTERPARTS. This Agreement may be executed simultaneously in one or more
counterparts, each of which will be deemed to be an original but all of which
together will constitute one and the same instrument.






















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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have affixed their signatures on
the day and year first above written.


COMPANY:
MICRO WAREHOUSE, INC.

By: /s/ Peter Godfrey
   --------------------------------------
   Peter Godfrey
   President and Chief Executive Officer



EMPLOYEE:

By: /s/  Stephen J. Carline
   --------------------------------------
   Stephen J. Carline













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<PAGE>

                                    EXHIBIT A

                 RELOCATION BENEFITS AND REIMBURSEMENT AGREEMENT

1. The Company will reimburse you for the costs of moving your household goods
to a mutually satisfactory location within the State of New Jersey. You will be
responsible for obtaining at least two competitive bids for the relocation and
for choosing the lowest commercially reasonable bid.

2. In addition, during the period prior to moving to your new location, the
Company will reimburse you for the reasonable cost of travel for you and your
partner to conduct two house-hunting trips to New Jersey and for the reasonable
cost of temporary housing in New Jersey through January 31, 1999. You will be
authorized and reimbursed for a total of seven round-trip air fares from Phoenix
to New Jersey, including the aforementioned house-hunting trips, and for the
cost of hotel and ground transportation in New Jersey through November 30, 1998.
Your travel will be reimbursed in accordance with the Company's travel expense
policy, a copy of which you have been provided.

3. In consideration of the agreement of the Company to reimburse you for the
relocation benefits described in this offer letter, you agree as follows:

                  a. That if I resign before completing twelve (12) months of
         employment, I will reimburse the Company for the amount of the
         relocation benefit received by me, prorated on a monthly basis.

                  b. I authorize the Company to withhold from any moneys due to
         me at the time of resignation (including my final expense reports,
         vacation pay and, if necessary, regular compensation, the sum exempt
         from taxation under federal and state law) that is necessary to
         complete this obligation.

ACKNOWLEDGED AND AGREED:

/s/  Stephen J. Carline                      10/28/99
--------------------------------       ---------------------
Stephen J. Carline                             Date


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