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                                   CREDIT AGREEMENT

                              dated as of July 25, 1995

                                        among

                                MICRO WAREHOUSE, INC.

                      THE SUBSIDIARIES OF MICRO WAREHOUSE, INC.

                             THE LENDERS SIGNATORY HERETO

                                         and

                   THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)

                               as Administrative Agent







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                                  Table of Contents

ARTICLE 1.  DEFINITIONS; ACCOUNTING TERMS. . . . . . . . . . . . . . . . .  1
    Section 1.01.  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .  1
    Section 1.02.  ACCOUNTING TERMS. . . . . . . . . . . . . . . . . . . . 16

ARTICLE 2.  THE CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    Section 2.01.  REVOLVING CREDIT LOANS. . . . . . . . . . . . . . . . . 16
    Section 2.02.  THE REVOLVING CREDIT NOTES. . . . . . . . . . . . . . . 17
    Section 2.03.  PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . 17
    Section 2.04.  BORROWING PROCEDURES. . . . . . . . . . . . . . . . . . 17
    Section 2.05.  PREPAYMENTS AND CONVERSIONS . . . . . . . . . . . . . . 18
    Section 2.06.  INTEREST PERIODS; RENEWALS. . . . . . . . . . . . . . . 18
    Section 2.07.  CHANGES OF REVOLVING CREDIT COMMITMENTS . . . . . . . . 19
    Section 2.08.  CERTAIN NOTICES . . . . . . . . . . . . . . . . . . . . 19
    Section 2.09.  MINIMUM AMOUNTS . . . . . . . . . . . . . . . . . . . . 20
    Section 2.10.  INTEREST. . . . . . . . . . . . . . . . . . . . . . . . 20
    Section 2.11.  FEES. . . . . . . . . . . . . . . . . . . . . . . . . . 21
    Section 2.12.  PAYMENTS GENERALLY. . . . . . . . . . . . . . . . . . . 21

ARTICLE 3.  THE LETTERS OF CREDIT. . . . . . . . . . . . . . . . . . . . . 22
    Section 3.01.  LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . 22
    Section 3.02.  PURPOSES. . . . . . . . . . . . . . . . . . . . . . . . 22
    Section 3.03.  PROCEDURES FOR ISSUANCE OF LETTERS OF CREDIT. . . . . . 22
    Section 3.04.  PARTICIPATING INTERESTS . . . . . . . . . . . . . . . . 23
    Section 3.05.  PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . 23
    Section 3.06.  FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . 24
    Section 3.07.  OBLIGATIONS ABSOLUTE. . . . . . . . . . . . . . . . . . 24
    Section 3.08.  CASH COLLATERAL ACCOUNT . . . . . . . . . . . . . . . . 24
    Section 3.09.  LETTER OF CREDIT FEES . . . . . . . . . . . . . . . . . 25

ARTICLE 4.  YIELD PROTECTION; ILLEGALITY; ETC. . . . . . . . . . . . . . . 25
    Section 4.01.  ADDITIONAL COSTS. . . . . . . . . . . . . . . . . . . . 25
    Section 4.02.  LIMITATION ON EUROCURRENCY LOANS. . . . . . . . . . . . 27
    Section 4.03.  ILLEGALITY. . . . . . . . . . . . . . . . . . . . . . . 27
    Section 4.04.  CERTAIN CONVERSIONS PURSUANT TO SECTIONS 4.01 AND 4.03  28
    Section 4.05.  CERTAIN COMPENSATION. . . . . . . . . . . . . . . . . . 29
    Section 4.06.  TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 5.  CONDITIONS PRECEDENT.. . . . . . . . . . . . . . . . . . . . . 31
    Section 5.01.  DOCUMENTARY CONDITIONS PRECEDENT. . . . . . . . . . . . 31
    Section 5.02.  ADDITIONAL CONDITIONS PRECEDENT . . . . . . . . . . . . 32
    Section 5.03.  DEEMED REPRESENTATIONS. . . . . . . . . . . . . . . . . 33



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ARTICLE 6.  REPRESENTATIONS AND WARRANTIES.. . . . . . . . . . . . . . . . 33
    Section 6.01.  INCORPORATION, GOOD STANDING AND DUE QUALIFICATION. . . 33
    Section 6.02.  CORPORATE POWER AND AUTHORITY; NO CONFLICTS . . . . . . 33
    Section 6.03.  LEGALLY ENFORCEABLE AGREEMENTS. . . . . . . . . . . . . 33
    Section 6.04.  LITIGATION. . . . . . . . . . . . . . . . . . . . . . . 34
    Section 6.05.  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . 34
    Section 6.06.  OWNERSHIP AND LIENS . . . . . . . . . . . . . . . . . . 34
    Section 6.07.  TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 35
    Section 6.08.  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . 35
    Section 6.09.  CONSOLIDATED ENTITIES AND AFFILIATES. . . . . . . . . . 35
    Section 6.10.  CREDIT ARRANGEMENTS . . . . . . . . . . . . . . . . . . 35
    Section 6.11.  OPERATION OF BUSINESS . . . . . . . . . . . . . . . . . 36
    Section 6.12.  HAZARDOUS MATERIALS . . . . . . . . . . . . . . . . . . 36
    Section 6.13.  NO DEFAULT ON OUTSTANDING JUDGMENTS OR ORDERS . . . . . 36
    Section 6.14.  NO DEFAULTS ON OTHER AGREEMENTS . . . . . . . . . . . . 36
    Section 6.15.  LABOR DISPUTES AND ACTS OF GOD. . . . . . . . . . . . . 36
    Section 6.16.  GOVERNMENTAL REGULATION . . . . . . . . . . . . . . . . 37
    Section 6.17.  NO FORFEITURE . . . . . . . . . . . . . . . . . . . . . 37
    Section 6.18.  SOLVENCY. . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 7.  AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . 38
    Section 7.01.  MAINTENANCE OF EXISTENCE. . . . . . . . . . . . . . . . 38
    Section 7.02.  CONDUCT OF BUSINESS . . . . . . . . . . . . . . . . . . 38
    Section 7.03.  MAINTENANCE OF PROPERTIES . . . . . . . . . . . . . . . 38
    Section 7.04.  MAINTENANCE OF RECORDS. . . . . . . . . . . . . . . . . 38
    Section 7.05.  MAINTENANCE OF INSURANCE. . . . . . . . . . . . . . . . 38
    Section 7.06.  COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . 38
    Section 7.07.  RIGHT OF INSPECTION . . . . . . . . . . . . . . . . . . 38
    Section 7.08.  REPORTING REQUIREMENTS. . . . . . . . . . . . . . . . . 39
    Section 7.09.  ADDITIONAL SUBSIDIARY GUARANTORS. . . . . . . . . . . . 42

ARTICLE 8.  NEGATIVE COVENANTS.. . . . . . . . . . . . . . . . . . . . . . 42
    Section 8.01.  DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . 42
    Section 8.02.  GUARANTIES. . . . . . . . . . . . . . . . . . . . . . . 43
    Section 8.03.  LIENS . . . . . . . . . . . . . . . . . . . . . . . . . 43
    Section 8.04.  LEASES. . . . . . . . . . . . . . . . . . . . . . . . . 45
    Section 8.05.  INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . 45
    Section 8.06.  DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . 45
    Section 8.07.  SALE OF ASSETS. . . . . . . . . . . . . . . . . . . . . 46
    Section 8.08.  SUBSIDIARY CAPITAL STOCK. . . . . . . . . . . . . . . . 46
    Section 8.09.  TRANSACTIONS WITH AFFILIATES. . . . . . . . . . . . . . 46
    Section 8.10.  MERGERS, ETC. . . . . . . . . . . . . . . . . . . . . . 46
    Section 8.11.  ACQUISITIONS. . . . . . . . . . . . . . . . . . . . . . 46
    Section 8.12.  NO ACTIVITIES LEADING TO FORFEITURE . . . . . . . . . . 47


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    Section 8.13.  CAPITAL EXPENDITURES. . . . . . . . . . . . . . . . . . 47
    Section 8.14.  RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . 47
    Section 8.15.  FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 9.  FINANCIAL COVENANTS. . . . . . . . . . . . . . . . . . . . . . 47
    Section 9.01.  INTEREST COVERAGE RATIO . . . . . . . . . . . . . . . . 47
    Section 9.02.  MINIMUM TANGIBLE NET WORTH. . . . . . . . . . . . . . . 47
    Section 9.03.  LEVERAGE RATIO. . . . . . . . . . . . . . . . . . . . . 47
    Section 9.04.  CURRENT RATIO . . . . . . . . . . . . . . . . . . . . . 47
    Section 9.05.  DOMESTIC NET WORTH. . . . . . . . . . . . . . . . . . . 48

ARTICLE 10.  EVENTS OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . 48
    Section 10.01.  EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . 48

ARTICLE 11.  GUARANTY AND OTHER RIGHTS AND UNDERTAKINGS. . . . . . . . . . 50
    Section 11.01.  GUARANTIED OBLIGATIONS . . . . . . . . . . . . . . . . 50
    Section 11.02.  PERFORMANCE UNDER THIS AGREEMENT . . . . . . . . . . . 51
    Section 11.03.  WAIVERS. . . . . . . . . . . . . . . . . . . . . . . . 51
    Section 11.04.  RELEASES . . . . . . . . . . . . . . . . . . . . . . . 52
    Section 11.05.  MARSHALING . . . . . . . . . . . . . . . . . . . . . . 53
    Section 11.06.  LIABILITY. . . . . . . . . . . . . . . . . . . . . . . 53
    Section 11.07.  UNCONDITIONAL OBLIGATION . . . . . . . . . . . . . . . 53
    Section 11.08.  ELECTION TO PERFORM OBLIGATIONS. . . . . . . . . . . . 54
    Section 11.09.  NO ELECTION. . . . . . . . . . . . . . . . . . . . . . 54
    Section 11.10.  SEVERABILITY . . . . . . . . . . . . . . . . . . . . . 54
    Section 11.11.  OTHER ENFORCEMENT RIGHTS . . . . . . . . . . . . . . . 54
    Section 11.12.  DELAY OR OMISSION; NO WAIVER . . . . . . . . . . . . . 55
    Section 11.13.  RESTORATION OF RIGHTS AND REMEDIES . . . . . . . . . . 55
    Section 11.14.  CUMULATIVE REMEDIES. . . . . . . . . . . . . . . . . . 55
    Section 11.15.  SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . 55
    Section 11.16.  NO SETOFF, COUNTERCLAIM OR WITHHOLDING; GROSS-UP . . . 55
    Section 11.17.  PAYMENT IN APPLICABLE CURRENCY . . . . . . . . . . . . 55

ARTICLE 12.  THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . 56
    Section 12.01.  APPOINTMENT, POWERS AND IMMUNITIES OF ADMINISTRATIVE
                    AGENT. . . . . . . . . . . . . . . . . . . . . . . . . 56
    Section 12.02.  RELIANCE BY ADMINISTRATIVE AGENT . . . . . . . . . . . 56
    Section 12.03.  DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . 57
    Section 12.04.  RIGHTS OF ADMINISTRATIVE AGENT AS A LENDER . . . . . . 57
    Section 12.05.  INDEMNIFICATION OF ADMINISTRATIVE AGENT. . . . . . . . 58
    Section 12.06.  DOCUMENTS. . . . . . . . . . . . . . . . . . . . . . . 58
    Section 12.07.  NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER
                     LENDERS . . . . . . . . . . . . . . . . . . . . . . . 58
    Section 12.08.  FAILURE OF ADMINISTRATIVE AGENT TO ACT . . . . . . . . 59


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    Section 12.09.  RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT . . . . 59
    Section 12.10.  AMENDMENTS CONCERNING AGENCY FUNCTION. . . . . . . . . 59
    Section 12.11.  LIABILITY OF ADMINISTRATIVE AGENT. . . . . . . . . . . 59
    Section 12.12.  TRANSFER OF AGENCY FUNCTION. . . . . . . . . . . . . . 60
    Section 12.13.  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT . . . 60
    Section 12.14.  WITHHOLDING TAXES. . . . . . . . . . . . . . . . . . . 60
    Section 12.15.  SEVERAL OBLIGATIONS AND RIGHTS OF LENDERS. . . . . . . 61
    Section 12.16.  PRO RATA TREATMENT OF REVOLVING CREDIT LOANS, ETC. . . 61
    Section 12.17.  SHARING OF PAYMENTS AMONG LENDERS. . . . . . . . . . . 61

ARTICLE 13. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 61
    Section 13.01.  AMENDMENTS AND WAIVERS . . . . . . . . . . . . . . . . 61
    Section 13.02.  USURY. . . . . . . . . . . . . . . . . . . . . . . . . 62
    Section 13.03.  EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 62
    Section 13.04.  SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . 63
    Section 13.05.  ASSIGNMENT; PARTICIPATIONS . . . . . . . . . . . . . . 63
    Section 13.06.  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . 64
    Section 13.07.  SETOFF . . . . . . . . . . . . . . . . . . . . . . . . 64
    SECTION 13.08.  JURISDICTION; IMMUNITIES . . . . . . . . . . . . . . . 64
    Section 13.09.  TABLE OF CONTENTS; HEADINGS. . . . . . . . . . . . . . 66
    Section 13.10.  SEVERABILITY . . . . . . . . . . . . . . . . . . . . . 66
    Section 13.11.  COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . 66
    Section 13.12.  INTEGRATION. . . . . . . . . . . . . . . . . . . . . . 66
    SECTION 13.13.  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . 66
    Section 13.14.  CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . 67
    Section 13.15.  TREATMENT OF CERTAIN INFORMATION . . . . . . . . . . . 67
    Section 13.16.  JUDGMENT CURRENCY. . . . . . . . . . . . . . . . . . . 67
    Section 13.17.  FRENCH SUBSIDIARIES. . . . . . . . . . . . . . . . . . 68


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EXHIBITS

    Exhibit A                          Revolving Credit Notes
    Exhibit B1                         Form of Borrowing Base Certificate
    Exhibit B2                         Form of Compliance Certificate
    Exhibit C                          Opinion of Outside Counsel to the
                                         Consolidated Entities
    Exhibit D                          Opinion of Local Counsel to the
                                         Consolidated Entities
    Exhibit E                          Form of Assumption Agreement

SCHEDULES

    Schedule I                         Revolving Credit Commitments
    Schedule II                        Consolidated Entities and Affiliates
    Schedule III                       Credit Arrangements


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                                   CREDIT AGREEMENT

    CREDIT AGREEMENT dated as of July 25, 1995 among MICRO WAREHOUSE, INC., a
corporation organized under the laws of Delaware ("Micro Warehouse"); each of
the Subsidiaries of Micro Warehouse which is a signatory hereto as a "Subsidiary
Borrower" (individually a "Subsidiary Borrower" and collectively the "Subsidiary
Borrowers" and, together with Micro Warehouse, the "Borrowers"); each of the
other Subsidiaries of Micro Warehouse which is a signatory hereto as a
"Subsidiary Guarantor" or which shall become a party hereto as a "Subsidiary
Guarantor" from time to time (individually a "Subsidiary Guarantor" and
collectively the "Subsidiary Guarantors" and, together with the Borrowers, the
"Obligors"); each of the financial institutions which is a signatory hereto as a
"Lender" or which shall become a party hereto as a "Lender" from time to time
(individually a "Lender" and collectively the "Lenders"); and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association organized
under the laws of the United States of America, as agent for the Lenders (in
such capacity, together with its successors in such capacity, the
"Administrative Agent").

    The Obligors have requested that the Lenders make loans to the respective
Borrower, the repayment of which will be guarantied by the other Borrowers and
the Subsidiary Guarantors.   Each Obligor will receive direct economic and
financial benefits from the Debt incurred under this Agreement and the
incurrence of such Debt is in the best interests of such Obligor.  Each Obligor
acknowledges that the Lenders would not provide the financing hereunder but for
the joint and several obligations of such Obligor hereunder with respect hereto.


1.                           DEFINITIONS; ACCOUNTING TERMS.

01.   DEFINITIONS.  As used in this Agreement the following terms have the
following meanings (terms defined in the singular to have a correlative meaning
when used in the plural and VICE VERSA):

    "Acceptable Acquisition" means any Acquisition which meets all of the
following conditions: (a) the aggregate consideration paid for such Acquisition
and for all prior Acquisitions during the same Fiscal Year does not exceed
$50,000,000; (b) such Acquisition has been approved in good faith by the Board
of Directors of the Person making the Acquisition; (c) no Default or Event of
Default exists or would exist after giving effect to such Acquisition; and (d)
after reviewing historical financial statements of the business being acquired
and considering the pro forma position of the Consolidated Entities subsequent
to such Acquisition, Micro Warehouse believes in good faith that the
Consolidated Entities will continue to be in compliance with the financial
covenants contained in Article 9 on a pro forma basis.

    "Acquisition" means any transaction pursuant to which any Consolidated
Entity (a) acquires equity securities (or warrants, options or other rights to
acquire such securities) of any Person, (b) causes or permits any Person to be
merged into

<PAGE>

such Consolidated Entity, in any case pursuant to a merger, purchase of assets
or any reorganization providing for the delivery or issuance to the holders of
such Person's then outstanding securities, in exchange for such securities, of
cash or securities of any Consolidated Entity, or a combination thereof, or (c)
purchases all or substantially all of the business or assets of any Person.

    "Additional Costs" shall have the meaning assigned to such term in Section
4.01 hereof.

    "Affiliate" means any Person: (a) which directly or indirectly controls, or
is controlled by, or is under common control with, any Consolidated Entity; (b)
which directly or indirectly beneficially owns or holds 5% or more of any class
of voting stock of any Consolidated Entity; (c) 5% or more of the voting stock
of which is directly or indirectly beneficially owned or held by any
Consolidated Entity; or (d) which is a partnership in which any Consolidated
Entity is a general partner.  The term "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise.

    "Administrative Agent" shall have the meaning assigned to such term in the
introductory paragraph hereof.

    "Agreement" means this Credit Agreement, as amended or supplemented from
time to time.  References to Articles, Sections, Exhibits, Schedules and the
like refer to the Articles, Sections, Exhibits, Schedules and the like of this
Agreement unless otherwise indicated.

    "Alternative Currency" means any currency other than Dollars which is
commonly dealt with in the London interbank market and is freely transferable
and convertible into Dollars.

    "Alternative Currency Equivalent" means, with respect to an amount of
Dollars on any date in relation to any specified Alternative Currency, the
amount of such specified Alternative Currency that may be purchased with such
amount of Dollars at the Spot Exchange Rate with respect to Dollars on such
date.

    "Assumption Agreements" means each of the Assumption Agreements in the form
of EXHIBIT E delivered under Section 7.09 hereof.

    "Banking Day" means any day on which commercial banks are not authorized or
required to close in New York, New York and whenever such day relates to a
Eurocurrency Loan or notice with respect to any Eurocurrency Loan, a day on
which dealings in Dollar or the applicable Alternative Currency deposits are
also carried out in the London interbank market.


                                          2

<PAGE>

    "Borrowing Base" means, at any date of determination thereof, an amount
determined by the Administrative Agent with reference to the most recent
Borrowing Base Certificate to be equal to 80% of the aggregate book value (net
of credit balances) of Eligible Receivables.

    "Borrowers" shall have the meaning assigned to such term in the
introductory paragraph hereof.

    "Borrowing Base Certificate" means the borrowing base certificate
substantially in the form of EXHIBIT B1 to be delivered by Micro Warehouse under
the terms of this Agreement.

    "Capital Expenditures" means, with respect to any Person, any expenditures
made by such Person to acquire or construct fixed assets, plant and equipment
(including renewals, improvements, replacements and incurrence of obligations
under Capital Leases, but excluding repairs and Acquisitions).

    "Capital Lease" means any lease which has been or should be capitalized on
the books of the lessee in accordance with GAAP.

    "Closing Date" means the date upon which the initial borrowing or initial
issuance of a Letter of Credit hereunder occurs.

    "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

    "Commitment Percentage" means, as to any Lender at any date of
determination thereof, the percentage of the aggregate Revolving Credit
Commitments constituted by such Lender's Revolving Credit Commitments at such
date.

    "Compliance Certificate" means the compliance certificate in the form of
EXHIBIT B2 to be delivered by Micro Warehouse under the terms of this Agreement.

    "Consolidated Capital Expenditures" means, with respect to any fiscal
period, the aggregate amount of Capital Expenditures for such period.

    "Consolidated Current Assets" means, at any date of determination thereof,
all assets of the Consolidated Entities treated as current assets, as determined
on a consolidated basis in accordance with GAAP.


                                          3

<PAGE>

    "Consolidated Current Liabilities" means, at any date of determination
thereof, all liabilities of the Consolidated Entities treated as current
liabilities, as determined on a consolidated basis in accordance with GAAP.

    "Consolidated Debt" means, at any date of determination thereof, the
aggregate amount of Debt of the Consolidated Entities, as determined on a
consolidated basis in accordance with GAAP.

    "Consolidated EBIT" means, with respect to any fiscal period, the sum of
(a) Consolidated Net Income for such period, plus (b) the aggregate amount of
(i) income taxes and (ii) Consolidated Interest Expense, to the extent that such
aggregate amount was deducted in the computation of Consolidated Net Income for
such period.

    "Consolidated Entity" means Micro Warehouse or any Subsidiary of Micro
Warehouse whose accounts are or are required to be consolidated with the
accounts of Micro Warehouse in accordance with GAAP.

    "Consolidated Intangible Assets" means, at any date of determination
thereof, all assets of the Consolidated Entities which would be classified as
intangibles under GAAP but in any event including, without limitation,
unamortized debt discount and expense, unamortized acquisition, organization and
reorganization expense, patents, copyrights, trademarks, trade names,
franchises, goodwill and other similar intangible assets.

    "Consolidated Interest Expense" means, with respect to any fiscal period,
the amount of interest accrued on, and with respect to, Consolidated Debt
(including, without limitation, amortization of debt discount and imputed
interest on Capital Leases) plus all finance charges, premiums and other fees,
charges and expenses extracted in exchange for the forbearance from the
collection of money during such period, as determined on a consolidated basis in
accordance with GAAP.

    "Consolidated Liabilities" means, at any date of determination thereof, all
liabilities of the Consolidated Entities, as determined on a consolidated basis
in accordance with GAAP.

    "Consolidated Net Income" means, with respect to any fiscal period, net
income for the Consolidated Entities for such fiscal period, as determined on a
consolidated basis in accordance with GAAP.

    "Consolidated Net Worth" means, at any date of determination thereof, all
amounts which would be included under stockholders' equity on a consolidated
balance sheet of the Consolidated Entities, as determined on a consolidated
basis in accordance with GAAP.


                                          4

<PAGE>

    "Consolidated Subordinated Debt" means, at any date of determination
thereof, all Debt of the Consolidated Entities which is subordinated to all
obligations owed to the Required Lenders on terms and conditions acceptable to
the Required Lenders, as determined on a consolidated basis in accordance with
GAAP.

    "Consolidated Tangible Net Worth" means, at any date of determination
thereof, the result of (a) Consolidated Net Worth minus (b) Consolidated
Intangible Assets.

    "Currency Protection Agreement" means, with respect to any Person, any
foreign exchange contract, currency swap agreement or other financial agreement
or arrangement between one or more Lenders and a Consolidated Entity designed to
protect against fluctuations in currency values.

    "Current Ratio" means, at any date of determination thereof, the ratio of
(a) Consolidated Current Assets to (b) Consolidated Current Liabilities.

    "Customer" means the account debtor with respect to any of the Receivables
and/or the purchaser of goods, services or both with respect to any contract or
contract right, and/or any Person who enters into any contract or other
arrangement with any Borrower, pursuant to which such Borrower is to deliver any
personal Property or perform any services.

    "Debt" means, with respect to any Person: (a) indebtedness of such Person
for borrowed money; (b) indebtedness for the deferred purchase price of Property
or services (except trade payables and accrued expenses in the ordinary course
of business); (c) Unfunded Benefit Liabilities of such Person (if such Person is
not a Consolidated Entity, determined in a manner analogous to that of
determining Unfunded Benefit Liabilities of the Consolidated Entities); (d) the
face amount of any outstanding letters of credit issued for the account of such
Person; (e) obligations arising under acceptance facilities; (f) Guaranties of
such Person; (g) obligations secured by any Lien on Property of such Person; (h)
obligations of such Person as lessee under Capital Leases; (i) obligations of
such Person in respect of interest rate protection agreements, foreign currency
exchange agreements, commodity purchase or option agreements or other interest
or exchange rate or commodity price hedging arrangements; and (j) all capital
stock of such Person subject to repurchase or redemption other than at the sole
option of such Person.

    "Debt to EBIT Ratio" means, at any date of determination thereof, the ratio
of (a) Consolidated Debt to (b) Consolidated EBIT for the four most recently
ended Fiscal Quarters.


                                          5

<PAGE>

    "Default" means any event which with the giving of notice or lapse of time,
or both, would become an Event of Default.

    "Default Rate" means, with respect to the principal of any Revolving Credit
Loan and, to the extent permitted by law, any other amount payable by any
Obligor under this Agreement, any Revolving Credit Note or any other Facility
Document, that is not paid when due (whether at stated maturity, by acceleration
or otherwise), a rate per annum during the period from and including the due
date, to, but excluding the date on which such amount is paid in full equal to
four percent (4%) above the Variable Rate as in effect from time to time plus
the Interest Margin (if any); provided that, if the amount so in default is
principal of a Eurocurrency Loan and the due date thereof is a day other than
the last day of the Interest Period therefor, the "Default Rate" for such
principal shall be, for the period from and including the due date and to but
excluding the last day of the Interest Period therefor, two percent (2%) above
the interest rate for such Eurocurrency Loan as provided in Section 2.10 hereof
and, thereafter, the rate provided for above in this definition.

    "Denomination Date" means, in relation to any borrowing, conversion or
renewal in an Alternative Currency, the date that is three Banking Days before
the date such borrowing, conversion or renewal is made.

    "Distribution" means, with respect to any Person, the declaration or
payment of any dividends by such Person, or the purchase, redemption, retirement
or other acquisition for value of any of its capital stock now or hereafter
outstanding, or the making of any distribution of assets to its stockholders as
such whether in cash, assets or in obligations of such Person, or the allocation
or other setting apart of any sum for the payment of any dividend or
distribution on, or for the purchase, redemption or retirement of any shares of
its capital stock, or the making of any other distribution by reduction of
capital or otherwise in respect of any shares of its capital stock, or the
making of payments of interest on, or payments or prepayments of principal of,
or payments (or setting apart of money for a sinking or other analogous fund)
for the purchase, redemption, retirement or other acquisition of principal or
interest, on Consolidated Subordinated Debt.

    "Dollar Equivalent" means, with respect to an amount of any Alternative
Currency on any date, the amount of Dollars that may be purchased with such
amount of such Alternative Currency at the Spot Exchange Rate with respect to
such Alternative Currency on such date.

    "Dollars" and the sign "$" mean lawful money of the United States of
America.

    "Domestic Cash Equivalents" means: (a) direct obligations of, or
obligations fully guarantied or insured by, the United States of America or any
agency or


                                          6

<PAGE>

instrumentality thereof with maturities of one year or less from the date of
acquisition; (b) commercial paper of a domestic issuer rated at least "A-1" by
Standard & Poor's Corporation or "P-1" by Moody's Investors Service, Inc.; (c)
time deposits or certificates of deposit with maturities of one year or less
from the date of acquisition issued by any commercial bank operating within the
United States of America having capital and surplus in excess of $100,000,000;
and (d) money market or mutual funds whose sole investments are comprised of
investments permitted under the foregoing clauses (a) through (c).

    "Domestic Net Worth" means, at any date of determination thereof, all
amounts which would be included under stockholders' equity on a combined balance
sheet of Micro Warehouse and the Domestic Subsidiaries, as determined on a
consolidated basis in accordance with GAAP.

    "Domestic Obligations" means all Obligations of Micro Warehouse and the
Domestic Subsidiaries.

    "Domestic Plan" means any employee benefit or other plan established or
maintained, or to which contributions have been made, by the Consolidated
Entities or any ERISA Affiliate and which is covered by Title IV of ERISA, other
than a Multiemployer Plan.

    "Domestic Subsidiary" means a direct or indirect Subsidiary of Micro
Warehouse which is not a Foreign Subsidiary.

    "Eligible Receivables" means, as of any date of determination thereof, all
Receivables of each of the Borrowers, provided that such Receivables: (a) arose
in the ordinary course of business of such Borrower; (b) do not represent
amounts owed to such Borrower for goods shipped on a consignment or "bill and
hold" basis; (c) represent amounts owed for goods sold or leased or services
rendered to a Customer; (d) are payable in Dollars or an Alternative Currency;
(e) do not include any amount which is not due or which is more than 90 days
past due; (f) do not have as the Customer a Person that is the subject of any
proceeding under any bankruptcy, reorganization, arrangement, readjustment of
debt, dissolution or liquidation law; (g) do not have as the Customer any
Affiliate; (h) do not have as the Customer a Person located outside the United
States to the extent the aggregate amount of such Receivables exceeds 35% of all
Receivables of each of the Borrowers; (i) do not include any Receivable as to
which the Customer has asserted any defense; (j) do not include that portion of
any Receivable as to which any offset or counterclaim has been asserted; (k) do
not include the amount by which the aggregate unpaid principal balance of all
Receivables from a Customer exceeds 10% of the aggregate unpaid principal
balance of all Receivables from all Customers; (l) do not include any Receivable
due from a Customer if 35% or more of the aggregate Receivables from that
Customer are more than 90 days past due; and (m) do not include any


                                          7

<PAGE>

Receivable the Required Lenders in the exercise of their reasonable discretion
have deemed ineligible because of the impairment of the value thereof to the
Lenders, the impairment of the Lenders to realize such value thereof or the
uncertainty as to the creditworthiness of the Customer thereunder.

    "Environmental Laws" means any and all domestic, foreign, federal, state
and local statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, licenses, agreements with Governmental Authorities or other
governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants, or
industrial, toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water, ground water, or
land, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants,
contaminants, or industrial, toxic or hazardous substances or wastes.

    "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including any rules and regulations promulgated
thereunder.

    "ERISA Affiliate" means any corporation or trade or business which is a
member of any group of organizations (i) described in Section 414(b) or (c) of
the Code of which any Consolidated Entity is a member, or (ii) solely for
purposes of potential liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and
Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of
which any Consolidated Entity is a member.

    "Eurocurrency Loan" means any Revolving Credit Loan when and to the extent
the interest rate therefor is determined on the basis of the definition "Fixed
Base Rate."

    "Event of Default" shall have the meaning assigned to such term in Section
10.01 hereof.

    "Facility Documents" means this Agreement, the Revolving Credit Notes, the
Letters of Credit, each Assumption Agreement, each Interest Rate Protection
Agreement and each Currency Protection Agreement, as each may be amended or
supplemented from time to time.

    "Federal Funds Rate" means, for any day, the rate per annum (expressed on a
365/366 day basis of calculation, if the rate on Variable Rate Loans is so
calculated) equal to the weighted average of the rates on overnight federal
funds transactions as published by the Federal Reserve Lender of New York for
such day (or for any day that is not a Banking Day, for the immediately
preceding Banking Day).


                                          8

<PAGE>

    "Fiscal Quarter" means any calendar quarter.

    "Fiscal Year" means any calendar year.

    "Fiscal Year Net Worth Increase Amounts" means, with respect to each Fiscal
Year, the sum of (a) the greater of (i) Zero Dollars ($0) and (ii) 50% of
Consolidated Net Income for such Fiscal Year plus (b) 50% of the proceeds (net
of underwriting commissions and discounts and reasonable fees and expenses) from
the sale of capital stock of Micro Warehouse during such Fiscal Year.

    "Fixed Base Rate" means with respect to any Interest Period for a
Eurocurrency Loan: the rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of one percent (1%)) quoted at approximately 11:00 a.m. London time
by the principal London branch of the Reference Lender two Banking Days prior to
the first day of such Interest Period for the offering to leading banks in the
London interbank market of Dollar or Alternative Currency deposits in
immediately available funds, for a period, and in an amount, comparable to the
Interest Period and principal amount of the Eurocurrency Loan which shall be
made.

    "Fixed Rate" means, for any Eurocurrency Loan for any Interest Period
therefor, a rate per annum (rounded upwards, if necessary, to the nearest 1/100
of one percent (1%)) determined by the Administrative Agent to be equal to the
quotient of (i) the Fixed Base Rate for such Eurocurrency Loan for such Interest
Period, divided by (ii) one minus the Reserve Requirement for such Eurocurrency
Loan for such Interest Period.

    "Foreign Cash Equivalents" means: (a) direct obligations of, or obligations
fully guarantied or insured by, the government of the country in which any
Foreign Subsidiary is incorporated or has its principal place of business with
maturities of one year or less from the date of acquisition; and (b) direct
demand obligations issued by the principal banking institutions located in any
such country.

    "Foreign Plan" means any pension plan or other deferred compensation plan,
program or arrangement maintained by any Foreign Subsidiary which may or may
not, under applicable local law, be required to be funded through a trust or
other funding vehicle.

    "Foreign Subsidiary" means each direct or indirect Subsidiary of Micro
Warehouse which was created or organized under the laws of a jurisdiction other
than the United States of America, any state thereof or the District of
Columbia.

    "Forfeiture Proceeding" means any action, proceeding or investigation
affecting any Consolidated Entity or any of its Affiliates before any
Governmental Authority, or


                                          9

<PAGE>

the receipt of notice by any such party that any of them is a suspect in or a
target of any governmental inquiry or investigation, which may result in an
indictment of any of them or the seizure or forfeiture of any of their
respective Properties.

    "GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time, applied on a basis consistent with
those used in the preparation of the financial statements referred to in Section
6.05 (except for material changes determined preferable by the Consolidated
Entities' independent public accountants).

    "Governmental Authority" means any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

    "Guarantied Obligations" shall have the meaning assigned to such term in
Section 11.01 hereof.

    "Guarantor" shall have the meaning assigned to such term in Section 11.01
hereof.

    "Guaranty" means, with respect to any Person, guaranties, endorsements
(other than for collection in the ordinary course of business) and other
contingent obligations of such Person with respect to the obligations of any
other Person (including, but not limited to, an agreement to purchase any
obligation, stock, assets, goods or services or to supply or advance any funds,
assets, goods or services, or an agreement to maintain or cause such Person to
maintain a minimum working capital or net worth or otherwise to assure the
creditors of any such other Person against loss).

    "Hazardous Materials" means any and all pollutants, contaminants, toxic or
hazardous wastes or any other substances, the removal of which is required or
the generation, manufacture, refining, production, processing, treatment,
storage, handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is restricted, prohibited or penalized
by any applicable Environmental Law.

    "Interest Coverage Ratio" means, at any date of determination thereof, the
ratio of (a) Consolidated EBIT for the most recently ended four Fiscal Quarters
to (b) Consolidated Interest Expense during such four Fiscal Quarters.


                                          10

<PAGE>

    "Interest Margin" means, for each type of Revolving Credit Loan, the
percentage for such type of Revolving Credit Loan set forth below opposite the
range of the Debt to EBIT Ratio in the schedule below as determined as of the
last day of each Fiscal Quarter, with adjustments to become effective on the
date of receipt by the Administrative Agent of the most recent financial
statements of the Consolidated Entities required to be furnished to the Lenders
under Section 7.08:

                                            Interest Margin
                                            ---------------
         Debt to EBIT Ratio            Variable Rate   Eurocurrency
                                           Loans           Loans

    (a)  less than .50 to 1.00                0%          .50%

    (b)  equal to or greater                  0%          .75%
         than .50 to 1.00 and
         less than 1.00 to 1.00

    (c)  equal to or greater                  0%         1.00%
         than 1.00 to 1.00 and
         less than 2.00 to 1.00

    (d)  equal to or greater                  0%         1.25%
         than 2.00 to 1.00

    "Interest Period" means: with respect to any Eurocurrency Loan, the period
commencing on the date such Eurocurrency Loan is made, is converted from a
Variable Rate Loan or an Eurocurrency Loan denominated in another currency or is
renewed, as the case may be, and ending, as any Borrower may select pursuant to
Section 2.06: on the numerically corresponding day in the first, second, third,
or sixth calendar month thereafter, provided that each such Interest Period
which commences on the last Banking Day of a calendar month (or on any day for
which there is no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Banking Day of the appropriate calendar
month.

    "Interest Rate Protection Agreement" means an interest rate swap, cap or
collar agreement or similar arrangement between one or more Lenders and a
Consolidated Entity providing for the transfer or mitigation of interest risks
either generally or under specific contingencies.

    "Investment" means any loan or advance to any Person or any purchase or
other acquisition of any capital stock, assets, obligations or other securities
of and


                                          11

<PAGE>

Person, or any capital contribution to, investment in, or other acquisition of
any interest in, any Person.

    "Issuing Lender" means The Chase Manhattan Bank (National Association), a
national banking association organized under the laws of the United States of
America, acting in its capacity as Lender hereunder.

    "Judgment Currency" shall have the meaning assigned to such term in Section
13.16 hereof.

    "Judgment Currency Conversion Date" shall have the meaning assigned to such
term in Section 13.16 hereof.

    "Lender" shall have the meaning assigned to such term in the introductory
paragraph hereof.

    "Lending Office" means, for each Lender and for each type of Revolving
Credit Loan, the lending office of such Lender (or of an affiliate of such
Lender) designated as such for such type of Revolving Credit Loan on its
signature page hereof or such other office of such Lender (or of an affiliate of
such Lender) as such Lender may from time to time specify to the Administrative
Agent and Micro Warehouse as the office by which its Revolving Credit Loans of
such type are to be made and maintained.

    "Letter of Credit Availability" means, at any date of determination
thereof, the amount by which (a) the lesser of (i) the result of (A) the
aggregate amount of the Revolving Credit Commitments to Micro Warehouse as of
such date minus (B) the unpaid aggregate principal amount of the Revolving
Credit Loans to Micro Warehouse then outstanding and (ii) $10,000,000 exceeds
(b) the aggregate amount of the Letter of Credit Obligations at such date.

    "Letter of Credit Funding" shall have the meaning assigned to such term in
Section 3.05(b) hereof.

    "Letter of Credit Obligations" means, at any date of determination thereof,
all liabilities of Micro Warehouse with respect to Letters of Credit, whether or
not any liability is contingent, including, without limitation, the sum of (a)
the aggregate amount available to be drawn under the Letters of Credit then
outstanding plus (b) the aggregate amount of all unpaid Reimbursement
Obligations.

    "Letters of Credit" shall have the meaning assigned to such term in Section
3.01(a) hereof.


                                          12

<PAGE>

    "Leverage Ratio" means, at any date of determination thereof, the ratio of
(a) Consolidated Liabilities to (b) Consolidated Tangible Net Worth.

    "Lien" means any lien (statutory or otherwise), security interest,
mortgage, deed of trust, priority, pledge, charge, conditional sale, title
retention agreement, financing lease or other similar encumbrance or right of
others, or any agreement to give any of the foregoing.

    "Material Adverse Effect" means any material adverse effect on (a) the
business, profits, properties or condition of the Consolidated Entities, taken
as a whole, (b) the ability of any Obligor to perform its obligations under each
of the Facility Documents to which it is a party or (c) the binding nature,
validity or enforceability of any of the Facility Documents, which, in each
case, arises from, or reasonably could be expected to arise from, any action or
omission of action on the part of any Consolidated Entity or the occurrence of
any event or the existence of any fact or condition in respect of any
Consolidated Entity or any of its Properties.

    "Micro Warehouse" shall have the meaning assigned to such term in the
introductory paragraph hereof.

    "Multiemployer Plan" means a Plan defined as such in Section 3(37) of ERISA
to which contributions have been made by any Consolidated Entity or any ERISA
Affiliate and which is covered by Title IV of ERISA.

    "Obligation Currency" shall have the meaning assigned to such term in
Section 13.16 hereof.

    "Obligations" means the unpaid principal of and interest on (including
interest accruing on or after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, whether or
not a claim for post-filing or post-petition interest is allowed in such
proceeding) the Revolving Credit Notes and all other obligations and liabilities
of any Obligor to the Administrative Agent or any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, any Revolving Credit Note, any Letter of Credit, any other Facility
Document and any other document made, delivered or given in connection therewith
or herewith, whether on account of principal, interest, Guaranties,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees and disbursements of counsel to the Administrative
Agent or any Lender) or otherwise.

    "Obligor" shall have the meaning assigned to such term in the introductory
paragraph hereof.


                                          13

<PAGE>

    "Participating Lender" means, any Lender (other than Issuing Lender) with
respect to its Participating Interest in each Letter of Credit.

    "Participating Interest" means, with respect to each Letter of Credit, (a)
in the case of the Issuing Lender, its interest in such Letter of Credit after
giving effect to the granting of any participating interest therein pursuant
hereto and (b) in the case of each Participating Lender, its undivided
participating interest in such Letter of Credit.

    "Payor" shall have the meaning assigned to such term in Section 12.13
hereof.

    "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

    "Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

    "Prime Rate" means that rate of interest from time to time announced by the
Reference Lender at its Principal Office as its prime commercial lending rate.

    "Principal Office" means the principal office of the Administrative Agent,
presently located at 1 Chase Manhattan Plaza, New York, New York 10081.

    "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, and whether tangible or intangible.

    "Pro Rata Share" means, with respect to each Lender, a share proportional
to such Lender's Commitment Percentage.

    "Purchase Money Lien" means a Lien on any Property acquired by any
Consolidated Entity or placed on any Property in order to finance the
acquisition of such Property, or the assumption of any Lien on Property existing
at the time of the acquisition of such Property or a Lien incurred in connection
with any conditional sale or other title retention agreement or a Capital Lease.

    "Receivables" means all accounts, contract rights, instruments, documents,
chattel paper, general intangibles relating to accounts, drafts and acceptances,
and all other forms of obligations arising out of or in connection with the sale
or lease of inventory or for services rendered (including, without limitation,
all rights to receive payments under all contracts), all guarantees and other
security therefor, whether secured or unsecured and whether now existing or
hereafter created.


                                          14

<PAGE>

    "Reference Lender" means The Chase Manhattan Bank (National Association)
(or if The Chase Manhattan Bank (National Association) no longer quotes on the
London interbank market, such successor leading bank in the London interbank
market which shall be reasonably appointed by the Administrative Agent).

    "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

    "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

    "Regulatory Change" means any change after the date of this Agreement in
United States federal, state, municipal or foreign laws or regulations
(including without limitation Regulation D) or the adoption or making after such
date of any interpretations, directives or requests applying to a class of banks
of which such bank is a member, of or under any United States, federal, state,
municipal or foreign laws or regulations (whether or not having the force of
law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof.

    "Reimbursement Obligation" means the obligation of Micro Warehouse to
reimburse the Issuing Lender in accordance with the terms of this Agreement for
the payment made by the Issuing Lender under any Letter of Credit.

    "Required Lenders" means, at any time while no Obligations are outstanding,
Lenders having at least 51% of the aggregate amount of the Revolving Credit
Commitments and, at any time while Obligations are outstanding, Lenders holding
at least 51% of the aggregate amount of Obligations.  For purposes of
determining the Required Lenders, any amounts denominated in an Alternative
Currency shall be translated into Dollars at the Spot Exchange Rate in effect at
such time.

    "Required Payment" shall have the meaning assigned to such term in Section
12.13 hereof.

    "Reserve Requirement" means, for any Interest Period for any Eurocurrency
Loan for any Interest Period therefor, the average maximum rate at which
reserves (including any marginal, supplemental or emergency reserves) are
required to be maintained during such Interest Period under Regulation D by
member banks of the Federal Reserve System in New York City with deposits
exceeding $1,000,000,000 against in the case of Eurocurrency Loans,
"Eurocurrency liabilities" (as such term is used in Regulation D).  Without
limiting the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by reason of any
Regulatory Change against (i) any category of liabilities which includes
deposits by reference to which the Fixed Base Rate for Eurocurrency Loans is to
be determined as provided in the definition of "Fixed Base


                                      15

<PAGE>

Rate" in this Section 1.01 or (ii) any category of extensions of credit or other
assets which include Eurocurrency Loans.

       "Revolving Credit Commitments" means, with respect to each Lender, the
obligation of such Lender to make its Revolving Credit Loans to the respective
Borrower under this Agreement in the aggregate principal amount set forth in
SCHEDULE I, as such amount may be reduced or otherwise modified from time to
time.

       "Revolving Credit Loans" shall have the meaning assigned to such term in
Section 2.01.

       "Revolving Credit Notes" means the promissory notes of the respective
Borrower in the form of EXHIBIT A hereto evidencing the Revolving Credit Loans
made by a Lender hereunder and all promissory notes delivered in substitution or
exchange therefor, as amended or supplemented from time to time.

       "Revolving Credit Termination Date" means June 30, 1998.

       "Spot Exchange Rate" means, on any date of determination thereof, (a)
with respect to any Alternative Currency, the spot rate at which Dollars are
offered on such day by the principal London branch of the Reference Lender at
approximately 11:00 a.m. (London time) and (b) with respect to Dollars in
relation to any specified Alternative Currency, the spot rate at which such
specified Alternative Currency is offered on such date by the principal London
branch for Dollars at approximately 11:00 a.m. (London time).  For purposes of
determining the Spot Exchange Rate in connection with a borrowing, conversion or
renewal in an Alternative Currency, such Spot Exchange Rate shall be determined
as of the Denomination Date for such borrowing, conversion or renewal with
respect to transactions in the applicable Alternative Currency that will settle
on the date of such borrowing, conversion or renewal.

       "State Street Credit Agreement" means the Amended and Restated
Commercial Revolving Loan Agreement dated as of June 30, 1995 between State
Street Bank and Trust Company and Micro Warehouse, as in effect on the Closing
Date.

       "Subsidiary" means, with respect to any Person, any corporation or other
entity of which at least a majority of the securities or other ownership
interest having ordinary voting power for the election of directors or other
persons performing similar functions are at the time owned directly or
indirectly by such Person.  "Wholly-Owned Subsidiary" means any such corporation
or other entity of which all of such securities or other ownership interests are
so owned by such Person.


                                          16
<PAGE>

       "Subsidiary Borrower" shall have the meaning assigned to such term in
the introductory paragraph hereof.

       "Subsidiary Guarantor" shall have the meaning assigned to such term in
the introductory paragraph hereof.

       "Taxes" shall have the meaning assigned to such term in Section 4.06
hereof.

       "`type' of Loan" shall have the meaning assigned to such term in Section
2.01 hereof.

       "UCP" shall have the meaning assigned to such term in Section 13.13
hereof.

       "Unconditional Guaranty" shall have the meaning assigned to such term in
Section 11.01 hereof.

       "Unfunded Benefit Liabilities" means, with respect to any Domestic Plan
or Foreign Plan, the amount (if any) by which the present value of all benefit
liabilities (within the meaning of Section 4001(a)(16) of ERISA or within the
meaning of any similar foreign law) under such Domestic Plan or Foreign Plan
exceeds the fair market value of all assets of such Domestic Plan or Foreign
Plan allocable to such benefit liabilities, as determined on the most recent
valuation date of such Domestic Plan or Foreign Plan and in accordance with the
provisions of ERISA or such similar foreign law for calculating the potential
liability of any Consolidated Entity or any ERISA Affiliate under Title IV of
ERISA or such similar foreign law.

       "Variable Rate" means, for any day, the higher of (a) the Federal Funds
Rate for such day plus 1/4 of one percent and (b) the Prime Rate for such day.

       "Variable Rate Loan" means any Revolving Credit Loan when and to the
extent the interest rate for such Revolving Credit Loan is determined in
relation to the Variable Rate.

02.    ACCOUNTING TERMS.  All accounting terms not specifically defined herein
shall be construed in accordance with GAAP, and all financial data required to
be delivered hereunder shall be prepared in accordance with GAAP.

2.                                    THE CREDIT.

01.    REVOLVING CREDIT LOANS.  (a)  Subject to the terms and conditions of this
Agreement, each of the Lenders severally agrees to make revolving credit loans
(the "Revolving Credit Loans") to each Borrower (as specified in the notice of
each borrowing pursuant to Section 2.08) from time to time from and including
the date hereof to and including the Revolving Credit Termination Date, up to
but not


                                          17
<PAGE>

exceeding in the aggregate principal amount at any one time outstanding, the
amount of the respective Revolving Credit Commitments of such Lender to such
Borrower.  The aggregate amount of the Revolving Credit Loans outstanding at any
time shall never exceed the result of (i) the lesser of (A) the Borrowing Base
and (B) the aggregate amount of the Revolving Credit Commitments minus (ii) the
aggregate amount of Letter of Credit Obligations outstanding at such time.  The
Revolving Credit Loans shall be due and payable on the Revolving Credit
Termination Date.  The Revolving Credit Loans may be outstanding as Variable
Rate Loans or Eurocurrency Loans (each a "type" of Revolving Credit Loans).
Eurocurrency Loans may be denominated in Dollars or in one or more Alternative
Currencies but Variable Rate Loans shall be denominated only in Dollars.  Each
type of Revolving Credit Loans of each Lender shall be made and maintained at
such Lender's applicable Lending Office for such type of Revolving Credit Loans.

             (b)  Any Eurocurrency Loan may be made in the Alternative
Currency specified in the notice of each borrowing pursuant to Section 2.08 in
an amount equal to the Alternative Currency Equivalent of the Dollar amount
specified in such notice, as determined by the Administrative Agent as of the
Denomination Date for such borrowing (which determination shall be conclusive
absent manifest error).  For purposes of determining the amount outstanding
under any Lender's Revolving Credit Commitments, each Eurocurrency Loan
denominated in an Alternative Currency shall be the Dollar Equivalent for such
Eurocurrency Loan as of the Denomination Date.

02.    THE REVOLVING CREDIT NOTES.  The Revolving Credit Loans of each Lender
to each Borrower shall be evidenced by promissory notes in favor of such Lender
in the form of EXHIBIT A, dated the Closing Date, duly completed and executed by
such Borrower.

03.    PURPOSE.  Each Borrower shall use the proceeds of the Revolving Credit
Loans for general corporate purposes (including, without limitation, working
capital and to finance Acceptable Acquisitions).  Such proceeds shall not be
used for the purpose, whether immediate, incidental or ultimate, of buying or
carrying "margin stock" within the meaning of Regulation U.

04.    BORROWING PROCEDURES.  Each Borrower shall give the Administrative Agent
notice of each borrowing to be made by it hereunder as provided in Section 2.08.
Not later than 12:00 noon New York, New York time on the date specified for such
borrowing hereunder, each Lender shall, through its applicable Lending Office
and subject to the conditions of this Agreement, make the amount of the
Revolving Credit Loan to be made by it on such day in the currency in which such
Revolving Credit Loan is to be made available to the Administrative Agent at the
Principal Office and in immediately available funds for the account of the
Administrative Agent.  The amount so received by the Administrative Agent shall,
subject to the conditions of


                                          18
<PAGE>

this Agreement, be made available to such Borrower, in immediately available
funds, by the Administrative Agent crediting an account of such Borrower
designated by such Borrower and maintained with the Administrative Agent at the
Principal Office.

05.    PREPAYMENTS AND CONVERSIONS.  (a) Each Borrower shall have the right to
make prepayments of principal, to convert one type of Revolving Credit Loans
into another type of Revolving Credit Loans or to convert Eurocurrency Loans
denominated in one currency to Eurocurrency Loans denominated in another
currency, at any time or from time to time; provided that: (a) such Borrower
shall give the Administrative Agent notice of each such prepayment or conversion
as provided in Section 2.08; and (b) Eurocurrency Loans may be prepaid or
converted only on the last day of an Interest Period for such Eurocurrency Loans
unless such Borrower agrees to provide to the Administrative Agent for the
account of each Lender compensation in accordance with Section 4.05.

             (b)  If at any time prior to the Revolving Credit Termination
Date, the aggregate amount of Revolving Credit Loans to any Borrower (plus, in
the case of Micro Warehouse, the Letter of Credit Obligations) shall exceed the
aggregate amount of the Revolving Credit Commitments to such Borrower, such
Borrower shall repay the Lenders forthwith such amounts as may be necessary to
eliminate such excess (and, in the case of Micro Warehouse, if the Revolving
Credit Loans cannot be repaid to eliminate such excess due to the amount of
outstanding Letters of Credit, Micro Warehouse shall deposit with the
Administrative Agent sufficient cash collateral to cover such excess), and the
failure of such Borrower to make and the Lenders to receive such payments shall
constitute an Event of Default hereunder.  For the purposes of this Section
2.05(b), the amount outstanding under any Eurocurrency Loan denominated in an
Alternative Currency at any time shall be the Dollar Equivalent thereof as of
the Denomination Date.

             (c)  If any time prior to the Revolving Credit Termination Date,
the aggregate amount of all Revolving Credit Loans shall exceed the result of
(i) the lesser of (A) the Borrowing Base and (B) the aggregate amount of the
Revolving Credit Commitments minus (ii) the aggregate amount of Letter of Credit
Obligations outstanding at such time, Micro Warehouse shall repay the Lenders
forthwith such amounts as may be necessary to eliminate such excess (and if the
Revolving Credit Loans cannot be repaid to eliminate such excess due to the
amount of outstanding Letters of Credit, Micro Warehouse shall deposit with the
Administrative Agent sufficient cash collateral to cover such excess), and the
failure of Micro Warehouse to make and the Lenders to receive such payment shall
constitute an Event of Default hereunder.  For the purposes of this Section
2.05(c), the amount outstanding under any Eurocurrency Loan denominated in an
Alternative Currency at any time shall be the Dollar Equivalent thereof as of
the Denomination Date.


                                          19
<PAGE>


06.    INTEREST PERIODS; RENEWALS.  (a)  In the case of each Eurocurrency Loan,
the Borrower thereunder shall select an Interest Period of any duration in
accordance with the definition of Interest Period in Section 1.01, subject to
the following limitations:  (i) no Interest Period may extend beyond the
Revolving Credit Termination Date; (ii) notwithstanding clause (i) above, no
Interest Period shall have a duration less than 30 days, and if any such
proposed Interest Period would otherwise be for a shorter period, such Interest
Period shall not be available; (iii) if an Interest Period would end on a day
which is not a Banking Day, such Interest Period shall be extended to the next
Banking Day, unless such Banking Day would fall in the next calendar month in
which event such Interest Period shall end on the immediately preceding Banking
Day; (iv) no more than ten Interest Periods may be outstanding at any one time;
(v) no more than two Eurocurrency Loan borrowings in each Alternative Currency
may be outstanding at any one time; and (vi) no more than twenty Eurocurrency
Loan borrowings may be outstanding at any one time.  For purposes of this
Section 2.06(a), borrowings having different Interest Periods or denominated in
different currencies, regardless of whether they commence on the same date,
shall be considered separate borrowings.

             (a)  Upon notice to the Administrative Agent as provided in
Section 2.08, each Borrower may renew any Eurocurrency Loan on the last day of
the Interest Period therefor as the same type of Revolving Credit Loans with an
Interest Period of the same or different duration in accordance with the
limitations provided above.  If such Borrower shall fail to give notice to the
Administrative Agent of such a renewal, (i) in the case of a Eurocurrency Loan
denominated in Dollars, such Eurocurrency Loan shall automatically become a
Variable Rate Loan on the last day of the current Interest Period and (ii) in
the case of a Eurocurrency Loan denominated in an Alternative Currency, such
Eurocurrency Loan shall automatically become a Eurocurrency Loan denominated in
the same Alternative Currency having an Interest Period of one month.

07.    CHANGES OF REVOLVING CREDIT COMMITMENTS.  Each Borrower shall have the
right to reduce or terminate the amount of unused Revolving Credit Commitments
at any time or from time to time, provided that: (i) such Borrower shall give
notice of each such reduction or termination to the Administrative Agent as
provided in Section 2.08; and (ii) each partial reduction shall be in an
aggregate amount at least equal to $1,000,000.  The Revolving Credit Commitments
once reduced or terminated may not be reinstated.

08.    CERTAIN NOTICES.  Notices by any Borrower to the Administrative Agent of
each borrowing pursuant to Section 2.04, and each prepayment or conversion
pursuant to Section 2.05 and each renewal pursuant to Section 2.06(b), and each
reduction or termination of the Revolving Credit Commitments pursuant to Section
2.07(a) shall be irrevocable and shall be effective only if received by the
Administrative Agent not later than 11:00 a.m. New York, New York time, and (a)
in


                                          20
<PAGE>

the case of borrowings and prepayments of, conversions into and (in the case of
Eurocurrency Loans) renewals of (i) Variable Rate Loans, given the same Banking
Day; and (ii) Eurocurrency Loans, given three Banking Days prior thereto; and
(b) in the case of reductions or termination of the Revolving Credit
Commitments, given the same Banking Day.  Each such notice shall specify the
Revolving Credit Loans to be borrowed, prepaid, converted or renewed, the amount
(subject to Section 2.09), the type and the currency of the Revolving Credit
Loans to be borrowed, or converted, or prepaid or renewed (and, in the case of a
conversion, the type of Revolving Credit Loans to result from such conversion
and, in the case of a Eurocurrency Loan, the Interest Period therefor) and the
date of the borrowing or prepayment, or conversion or renewal (which shall be a
Banking Day).  Each such notice of reduction or termination shall specify the
amount of the Revolving Credit Commitments to be reduced or terminated.  The
Administrative Agent shall promptly notify the Lenders of the contents of each
such notice.

09.    MINIMUM AMOUNTS.  Except for borrowings which exhaust the full remaining
amount of the Revolving Credit Commitments, prepayments or conversions which
result in the prepayment or conversion of all Revolving Credit Loans of a
particular type and a particular currency or conversions made pursuant to
Section 4.04, each borrowing, prepayment, conversion and renewal of principal of
Revolving Credit Loans of a particular type and a particular currency shall be
in an amount not less than (i) $100,000 in the aggregate for all Lenders in the
case of Variable Rate Loans and (ii) $1,000,000 (or the Dollar Equivalent
thereof) in the aggregate and in increments of $100,000 (or the Dollar
Equivalent thereof) in the case of Eurocurrency Loans unless such minimum amount
is waived by the Required Lenders (borrowings, prepayments, conversions or
renewals of or into Revolving Credit Loans of different types or, in the case of
Eurocurrency Loans, having different Interest Periods or denominated in
different currencies at the same time hereunder to be deemed separate
borrowings, prepayments, conversions and renewals for the purposes of the
foregoing).

010.   INTEREST.  (a)  Interest shall accrue on the outstanding and unpaid
principal amount of each Revolving Credit Loan for the period from and including
the date of such Revolving Credit Loan to but excluding the date such Revolving
Credit Loan is due at the following rates per annum:  (i) for a Variable Rate
Loan, at a variable rate per annum equal to the Variable Rate plus the Interest
Margin and (ii) for a Eurocurrency Loan, at a fixed rate equal to the Fixed Rate
plus the Interest Margin.  If the principal amount of any Revolving Credit Loan
and any other amount payable by any Obligor hereunder, under the Revolving
Credit Notes or under the other Facility Documents shall not be paid when due
(at stated maturity, by acceleration or otherwise), interest shall accrue on
such amount to the fullest extent permitted by law from and including such due
date to but excluding the date such amount is paid in full at the Default Rate.


                                          21
<PAGE>

             (a)  The interest rate on each Variable Rate Loan shall change
when the Variable Rate changes and interest on each such Variable Rate Loan
shall be calculated on the basis of a year of 360 days for the actual number of
days elapsed.  Interest on each Eurocurrency Loan shall be calculated on the
basis of a year of 360 days for the actual number of days elapsed.  Promptly
after the determination of any interest rate provided for herein or any change
therein, the Administrative Agent shall notify the applicable Borrower and the
Lenders.

             (b)  Accrued interest shall be due and payable in the relevant
currency in arrears upon any full payment of principal or conversion and (i) for
each Variable Rate Loan, on the last day of each March, June, September and
December, commencing the first such date after such Variable Rate Loan; and (ii)
for each Eurocurrency Loan, on the last day of each Interest Period therefor
and, if such Interest Period is longer than three months, at three month
intervals following the first day of such Interest Period; provided that
interest accruing at the Default Rate shall be due and payable from time to time
on demand of the Administrative Agent.

011.   FEES. (a)  Each Borrower shall pay to the Administrative Agent for the
account of each Lender a commitment fee on the daily average of the unused
Revolving Credit Commitments to such Borrower of such Lender (minus, in the case
of Micro Warehouse, such Lender's Pro Rata Share of Letter of Credit
Obligations), for the period from and including the date hereof to the earlier
of the date the Revolving Credit Commitments are terminated or the Revolving
Credit Termination Date at a rate per annum (i) if the Debt to EBIT Ratio is
less than .50 to 1.00, equal to 1/8 of one percent, (ii) if the Debt to EBIT
Ratio is equal to or greater than .50 to 1.00 and less than 2.00 to 1.00, equal
to 1/4 of one percent or (iii) if the Debt to EBIT Ratio is equal to or greater
than 2.00 to 1.00, equal to 3/8 of one percent, calculated in each case on the
basis of a year of 360 days for the actual number of days elapsed.  The accrued
commitment fee shall be due and payable in arrears upon any reduction or
termination of the Revolving Credit Commitments and on the last day of each
March, June, September and December, commencing on the first such date after the
Closing Date.

             (a)  Micro Warehouse shall pay to the Administrative Agent for
its own account the fees set forth in the fee letter dated of even date herewith
between Micro Warehouse and the Administrative Agent.

012.   PAYMENTS GENERALLY.  All payments under this Agreement, the Revolving
Credit Notes and the other Facility Documents shall be made in immediately
available funds in Dollars except that payments on Eurocurrency Loans
denominated in an Alternative Currency shall be made in such Alternative
Currency.  All payments shall be made not later than 11:00 a.m. New York, New
York time on the relevant dates specified above (each such payment made after
such time on such due date to be deemed to have been made on the next succeeding
Banking Day) to an account of


                                          22
<PAGE>

the Administrative Agent maintained at the Principal Office for the account of
the applicable Lending Office of each Lender.  The Administrative Agent, or any
Lender for whose account any such payment is to be made, may (but shall not be
obligated to) debit the amount of any such payment which is not made by such
time to any ordinary deposit account of the applicable Borrower with the
Administrative Agent or such Lender, as the case may be, and any Lender so doing
shall promptly notify the Administrative Agent.  The applicable Borrower shall,
at the time of making each payment under this Agreement, any Revolving Credit
Note or any other Facility Document, specify to the Administrative Agent the
principal or other amount payable by such Borrower under this Agreement, such
Revolving Credit Note or such other Facility Document to which such payment is
to be applied (and in the event that it fails to so specify, or if a Default or
Event of Default has occurred and is continuing, the Administrative Agent may
apply such payment as it may elect in its sole discretion (subject to Section
12.16)).  If the due date of any payment under this Agreement, any Revolving
Credit Note or any other Facility Document would otherwise fall on a day which
is not a Banking Day, such date shall be extended to the next succeeding Banking
Day and interest shall be payable for any principal so extended for the period
of such extension.  Each payment received by the Administrative Agent hereunder,
under any Revolving Credit Note or under any other Facility Document for the
account of a Lender shall be paid promptly to such Lender, in immediately
available funds, for the account of such Lender's applicable Lending Office.

3.                               THE LETTERS OF CREDIT.

01.    LETTERS OF CREDIT.  (a) Subject to the terms and conditions of this
Agreement, the Issuing Lender, on behalf of the Lenders, and in reliance on the
agreement of the Lenders set forth in Section 3.04, agrees to issue on any
Banking Day prior to the Revolving Credit Termination Date for the account of
Micro Warehouse irrevocable standby letters of credit in such form as may from
time to time be approved by the Issuing Lender acting reasonably (together with
the applications therefor, the "Letters of Credit"); provided that on the date
of the issuance of any Letter of Credit, and after giving effect to such
issuance, the Letter of Credit Obligations shall not exceed the Letter of Credit
Availability.

             (b)  Each Letter of Credit shall (i) have an expiry date no later
than the earlier of (A) one year from the date of issuance and (B) the Revolving
Credit Termination Date, (ii) be denominated in Dollars, (iii) be in a minimum
face amount of $100,000 and (iv) provide for the payment of sight drafts when
presented for honor thereunder in accordance with the terms thereof and when
accompanied by the documents described or when such documents are presented, as
the case may be.


                                          23
<PAGE>

02.    PURPOSES.  Micro Warehouse shall use the Letters of Credit for the
purpose of securing obligations incurred in the ordinary course of business
(including, without limitation, to secure obligations under insurance programs).

03.    PROCEDURES FOR ISSUANCE OF LETTERS OF CREDIT.  Micro Warehouse may from
time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
application therefor in such form as may from time to time be approved by the
Issuing Lender acting reasonably, completed to the reasonable satisfaction of
the Issuing Lender, and such other certificates, documents and other papers and
information as the Issuing Lender may reasonably request.  Upon receipt of any
application, the Issuing Lender will process such application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit in such customized form as may reasonably be
requested by Micro Warehouse (but in no event shall the Issuing Lender issue any
Letter of Credit later than five Banking Days after receipt of the application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender
and Micro Warehouse.  the Issuing Lender shall furnish a copy of such Letter of
Credit to Micro Warehouse promptly following the issuance thereof.

04.    PARTICIPATING INTERESTS.  In the case of each Letter of Credit,
effective as of the date of the issuance thereof, the Issuing Lender agrees to
allot and does allot to each other Lender, and each such Lender severally and
irrevocably agrees to take and does take a Participating Interest in such Letter
of Credit in a percentage equal to such Lender's Pro Rata Share of the Letter of
Credit Obligations.  On the date that any Lender becomes a party to this
Agreement in accordance with Section 13.05, Participating Interests in any
outstanding Letter of Credit held by the transferor Lender from which such
transferee Lender acquired its interest hereunder shall be proportionately
reallotted between such transferee Lender and such transferor Lender.  Each
Participating Lender hereby agrees that its obligation to participate in each
Letter of Credit, and to pay or to reimburse the Issuing Lender for its
participating share of the drafts drawn thereunder, is absolute, irrevocable and
unconditional and shall not be affected by any circumstances whatsoever,
including, without limitation, the occurrence and continuance of any Default or
Event of Default, and that each such payment shall be made without any offset,
abatement, withholding or other reduction whatsoever.

05.    PAYMENTS.  (a)  In order to induce the Issuing Lender to issue the
Letters of Credit, Micro Warehouse hereby agrees to reimburse the Issuing
Lender, unless such Reimbursement Obligation has been accelerated pursuant to
Section 10.02, on each date that Micro Warehouse has been notified by the
Issuing Lender that any draft presented under any Letter of Credit is paid by
the Issuing Lender, for (i) the amount


                                          24
<PAGE>

of the draft paid by the Issuing Lender and (ii) the amount of any taxes, fees,
charges or other costs or expenses whatsoever incurred by the Issuing Lender in
connection with any payment made by the Issuing Lender under, or with respect
to, such Letter of Credit.  Each such payment shall be made to the Issuing
Lender at its office specified in Section 13.06, in lawful money of the United
States and in immediately available funds on the day that payment is made by the
Issuing Lender.  Interest on any and all amounts remaining unpaid by Micro
Warehouse under this Section 3.05 at any time from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment
in full shall be payable to the Issuing Lender on demand at a fluctuating rate
per annum equal to the Variable Rate plus 2% per annum.

             (b)  In the event that the Issuing Lender makes a payment (a
"Letter of Credit Funding") under any Letter of Credit and is not reimbursed in
full therefor on the date of such Letter of Credit Funding, in accordance with
the terms hereof, the Issuing Lender will promptly through the Administrative
Agent notify each Participating Lender that acquired its Participating Interest
in such Letter of Credit from the Issuing Lender.  No later than the close of
business on the date such notice is given if such notice is given, each such
Participating Lender will transfer to the Administrative Agent, for the account
of the Issuing Lender, in immediately available funds, an amount equal to such
Participating Lender's Pro Rata Share of the unreimbursed portion of such Letter
of Credit Funding, together with interest, if any, accrued thereon from and
including the date of such transfer at a rate per annum equal to the Federal
Funds Rate.

             (c)  Whenever, at any time after the Issuing Lender has made
payment under a Letter of Credit and has received from any Participating Lender
such Participating Lender's Pro Rata Share of the unreimbursed portion of such
payment, the Issuing Lender receives any reimbursement on account of such
unreimbursed portion or any payment of interest on account thereof, the Issuing
Lender will distribute to the Administrative Agent, for the account of such
Participating Lender, its Pro Rata Share thereof; provided, however, that in the
event that the receipt by the Issuing Lender of such reimbursement or such
payment of interest (as the case may be) is required to be returned, such
Participating Lender will promptly return to the Administrative Agent, for the
account of the Issuing Lender, any portion thereof previously distributed by the
Issuing Lender to it.

06.    FURTHER ASSURANCES.  Micro Warehouse hereby agrees to do and perform any
and all acts and to execute any and all further instruments from time to time
reasonably requested by the Issuing Lender more fully to effect the purposes of
this Agreement and the issuance of the Letters of Credit opened hereunder.

07.    OBLIGATIONS ABSOLUTE.  The payment obligations of Micro Warehouse under
Section 3.05 shall be unconditional and irrevocable and shall be paid strictly
in


                                          25
<PAGE>

accordance with the terms of this Agreement under all circumstances, including,
without limitation, the following circumstances:

             (a)  the existence of any claim, set-off, defense or other right
which Micro Warehouse may have at any time against any beneficiary, or any
transferee, of any Letter of Credit (or any Persons for whom any such
beneficiary or any such transferee may be acting), the Issuing Lender or any
Participating Lender, or any other Person, whether in connection with this
Agreement, any other Facility Document, the transactions contemplated herein, or
any unrelated transaction;

             (b)  any statement or any other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;

             (c)  payment by the Issuing Lender under any Letter of Credit
against presentation of a draft or certificate which does not comply with the
terms of such Letter of Credit; or

             (d)  any other circumstances or happening whatsoever, whether or
not similar to any of the foregoing.

08.    CASH COLLATERAL ACCOUNT.  If the Revolving Credit Commitments are duly
terminated and all amounts owing under this Agreement, the Revolving Credit
Notes and the Letters of Credit become due and payable pursuant to Section 10,
Micro Warehouse shall deposit with the Administrative Agent, on the date such
obligations become due and payable, an amount in cash equal to the Letter of
Credit Obligations as of such date and the Letter of Credit fees in accordance
with Section 3.09.  Such amount shall be deposited in a cash collateral account
to be established by the Administrative Agent, for the benefit of the Lenders,
and shall constitute collateral security for the Letter of Credit Obligations
and other amounts owing hereunder.  All amounts in such cash collateral account
shall be maintained pursuant to a cash collateral account agreement which shall
grant to the Administrative Agent exclusive dominion and control (including
exclusive rights of withdrawal) over all such amounts and shall be otherwise
satisfactory in form and substance to the Administrative Agent.

09.    LETTER OF CREDIT FEES.   (a) Micro Warehouse agrees to pay the
Administrative Agent, for the account of the Issuing Lender and the
Participating Lenders, a non-refundable letter of credit fee with respect to
each Letter of Credit, payable in Dollars, computed at the rate per annum equal
to 3/4 of one percent, calculated on the basis of a year of 360 days for the
actual days elapsed, of the aggregate undrawn amount under such Letter of Credit
on the date on which such fee is calculated.  Such fees shall be payable in
advance on the date of issuance of such Letter of Credit and shall be
nonrefundable.


                                          26
<PAGE>

       (b)   Micro Warehouse agrees to pay the Issuing Lender, for its own
account, its normal and customary administration, amendment, transfer, payment
and negotiation fees charged in connection with its issuance and administration
of letters of credit.


5.  YIELD PROTECTION; ILLEGALITY; ETC.

01.    ADDITIONAL COSTS.  (a)  Each Borrower shall pay directly to each Lender
from time to time on demand such amounts as such Lender may determine to be
necessary to compensate it for any costs which such Lender determines are
attributable to its making or maintaining any Eurocurrency Loans to such
Borrower under this Agreement or its Revolving Credit Note of such Borrower or
its obligation to make any such Eurocurrency Loans hereunder, or any reduction
in any amount receivable by such Lender hereunder in respect of any such
Eurocurrency Loans or such obligation (such increases in costs and reductions in
amounts receivable being herein called "Additional Costs"), resulting from any
Regulatory Change which: (i) changes the basis of taxation of any amounts
payable to such Lender under this Agreement or its Revolving Credit Notes in
respect of any of such Eurocurrency Loans to such Borrower (other than taxes
imposed on the overall net income or profits of such Lender or of its Lending
Office for any of such Eurocurrency Loans by the jurisdiction in which such
Lender has its principal office or such Lending Office, or any branch or
franchise tax applicable thereto); or (ii) imposes or modifies any reserve,
special deposit, deposit insurance or assessment, minimum capital, capital ratio
or similar requirements relating to any extensions of credit or other assets of,
or any deposits with or other liabilities of, such Lender (including any of such
Eurocurrency Loans or any deposits referred to in the definition of "Fixed Base
Rate" in Section 1.01); or (iii) imposes any other condition affecting this
Agreement or its Revolving Credit Notes (or any of such extensions of credit or
liabilities).  Each Lender will notify the applicable Borrower of any event
occurring after the date of this Agreement which will entitle such Lender to
compensation pursuant to this Section 4.01(a) as promptly as practicable after
it obtains knowledge thereof and determines to request such compensation.  If
any Lender requests compensation from a Borrower under this Section 4.01(a), or
under Section 4.01(c), such Borrower may, by notice to such Lender (with a copy
to the Administrative Agent), require that such Lender's affected Eurocurrency
Credit Loans with respect to which such compensation is requested be converted
in accordance with Section 4.04.

             (a)  Without limiting the effect of the foregoing provisions of
this Section 4.01, in the event that, by reason of any Regulatory Change, any
Lender either (i) incurs Additional Costs based on or measured by the excess
above a specified level of the amount of a category of deposits or other
liabilities of such Lender which includes deposits by reference to which the
interest rate on


                                          27
<PAGE>

Eurocurrency Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Lender which includes Eurocurrency
Loans or (ii) becomes subject to restrictions on the amount of such a category
of liabilities or assets which it may hold, then, if such Lender so elects by
notice to the applicable Borrower (with a copy to the Administrative Agent), the
obligation of such Lender to make or renew, and to convert Variable Rate Loans
and unaffected Eurocurrency Loans into, affected Eurocurrency Loans hereunder
shall be suspended until the date such Regulatory Change ceases to be in effect
(and all affected Eurocurrency Loans held by such Lender then outstanding shall
be converted in accordance with Section 4.04).

             (b)  Without limiting the effect of the foregoing provisions of
this Section 4.01 (but without duplication), each Borrower shall pay directly to
each Lender from time to time on request such amounts as such Lender may
determine to be necessary to compensate such Lender for any costs which it
determines are attributable to the maintenance by it or any of its affiliates
pursuant to any law or regulation of any jurisdiction or any interpretation,
directive or request (whether or not having the force of law and whether in
effect on the date of this Agreement or thereafter) of any court or governmental
or monetary authority of capital in respect of its Revolving Credit Loans to
such Borrower hereunder or its obligation to make Revolving Credit Loans
hereunder (such compensation to include, without limitation, an amount equal to
any reduction in return on assets or equity of such Lender to a level below that
which it could have achieved but for such law, regulation, interpretation,
directive or request).  Each Lender will notify the applicable Borrower if it is
entitled to compensation pursuant to this Section 4.01(c) as promptly as
practicable after it determines to request such compensation.

             (c)  Determinations and allocations by a Lender for purposes of
this Section 4.01 of the effect of any Regulatory Change pursuant to subsections
(a) or (b), or of the effect of capital maintained pursuant to subsection (c),
on its costs of making or maintaining Revolving Credit Loans or its obligation
to make Revolving Credit Loans, or on amounts receivable by, or the rate of
return to, it in respect of Revolving Credit Loans or such obligation, and of
the additional amounts required to compensate such Lender under this Section
4.01, shall be conclusive, provided that such determinations and allocations are
made on a reasonable basis.

02.    LIMITATION ON EUROCURRENCY LOANS.  Anything herein to the contrary
notwithstanding, if:

             (a)  the Administrative Agent determines (which determination
shall be conclusive) that quotations of interest rates for the relevant deposits
referred to in the definition of "Fixed Base Rate" in Section 1.01 are not being
provided in the relevant amounts or for the relevant maturities for purposes of
determining the rate of interest for any Eurocurrency Loans as provided in this
Agreement; or


                                          28
<PAGE>

             (b)  the Required Lenders determine (which determination shall be
conclusive) and notify the Administrative Agent that the relevant rates of
interest referred to in the definition of "Fixed Base Rate" in Section 1.01 upon
the basis of which the rate of interest for any Eurocurrency Loans is to be
determined do not adequately cover the cost to the Lenders of making or
maintaining such Eurocurrency Loans; or

             (c)  in the case of Eurocurrency Loans denominated in an
Alternative Currency, any Lender shall determine (which determination shall be
conclusive) and notify the Administrative Agent that the relevant Alternative
Currency is not available in the relevant amounts or for the relevant period, or
that a change in national or international controls has occurred which would, in
the opinion of such Lender, make it impracticable for such Lender to make, fund
or maintain its Eurocurrency Loans to be made in such Alternative Currency or
for any Borrower to pay the principal of or interest on such Eurocurrency Loans
as provided in this Agreement;

then the Administrative Agent shall give the applicable Borrower and each Lender
prompt notice thereof, and so long as such condition remains in effect, the
Lenders shall be under no obligation to make or renew affected Eurocurrency
Loans or to convert Variable Rate Loans or unaffected Eurocurrency Loans into
affected Eurocurrency Loans and such Borrower shall, on the last day(s) of the
then current Interest Period(s) for the outstanding affected Eurocurrency Loans,
either prepay such affected Eurocurrency Loans or convert such affected
Eurocurrency Loans into Variable Rate Loans in accordance with Section 2.05.

03.    ILLEGALITY.  Notwithstanding any other provision in this Agreement, in
the event that it becomes unlawful for any Lender or its Applicable Lending
Office to honor its obligation to make, maintain or renew Eurocurrency Loans in
any currency hereunder or convert Variable Rate Loans or Eurocurrency Loans in a
different currency to Eurocurrency Loans in such currency, then such Lender
shall promptly notify the Borrower thereunder (with a copy to the Administrative
Agent) and such Lender's obligation to make or renew affected Eurocurrency Loans
and to convert Variable Rate Loans or unaffected Eurocurrency Loans into
affected Eurocurrency Loans hereunder shall be suspended until such time as such
Lender may again make, renew, or convert and maintain such affected Eurocurrency
Loans and such Lender's outstanding affected Eurocurrency Loans, as the case may
be, shall be converted in accordance with Section 4.04.

04.    CERTAIN CONVERSIONS PURSUANT TO SECTIONS 4.01 AND 4.03.  If affected
Eurocurrency Loans are to be converted pursuant to Section 4.01 or 4.03, such
Lender's affected Eurocurrency Loans shall be automatically converted into
Variable Rate Loans on the last day(s) of the then current Interest Period(s)
for the affected


                                          29
<PAGE>

Eurocurrency Loans (or, in the case of a conversion required by Section 4.01(b)
or 4.03, on such earlier date as such Lender may specify to the Borrower
thereunder with a copy to the Administrative Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
Section 4.01 or 4.03 which gave rise to such conversion no longer exist:

             (a)  to the extent that such Lender's affected Eurocurrency Loans
have been so converted, all payments and prepayments of principal which would
otherwise be applied to such Lender's affected Eurocurrency Loans shall be
applied instead to its Variable Rate Loans;

             (b)  all Eurocurrency Loans which would otherwise be made or
renewed by such Lender as affected Eurocurrency Loans shall be made instead as
Variable Rate Loans and all Variable Rate Loans or unaffected Eurocurrency Loans
of such Lender which would otherwise be converted into affected Eurocurrency
Loans shall be converted instead into (or shall remain as) Variable Rate Loans;
and

             (c)  if affected Eurocurrency Loans of other Lenders are
subsequently converted into unaffected Eurocurrency Loans, such Lender's
Variable Rate Loans shall be automatically converted on the conversion date into
such other unaffected Eurocurrency Loans to the extent necessary so that, after
giving effect thereto, all Revolving Credit Loans held by such Lender and the
Lenders whose Revolving Credit Loans are so converted are held pro rata (as to
principal amounts, types, currencies and Interest Periods) in accordance with
their respective Revolving Credit Commitments.

       If such Lender gives notice to the applicable Borrower (with a copy to
the Administrative Agent) that the circumstances specified in Section 4.01 or
4.03 which gave rise to the conversion of such Lender's affected Eurocurrency
Loans pursuant to this Section 4.04 no longer exist (which such Lender agrees to
do promptly upon such circumstances ceasing to exist) at a time when affected
Eurocurrency Loans are outstanding, such Lender's Variable Rate Loans shall be
automatically converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding affected Eurocurrency Loans to the extent
necessary so that, after giving effect thereto, all Revolving Credit Loans held
by the Lenders holding affected Eurocurrency Loans and by such Lender are held
pro rata (as to principal amounts, types, currencies and Interest Periods) in
accordance with their respective Revolving Credit Commitments.

05.    CERTAIN COMPENSATION.  Each Borrower shall pay to the Administrative
Agent for the account of each Lender, upon the request of such Lender through
the Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost or
expense which such Lender determines is attributable to:


                                          30
<PAGE>

             (a)  any payment, prepayment, conversion or renewal of a
Eurocurrency Loan of such Borrower made by such Lender on a date other than the
last day of an Interest Period for such Eurocurrency Loan (whether by reason of
acceleration or otherwise); or

             (b)  any failure by such Borrower to borrow, convert into or
renew a Eurocurrency Loan to be made, converted into or renewed by such Lender
on the date specified therefor in the relevant notice under Sections 2.04, 2.05
or 2.06, as the case may be.

       Without limiting the foregoing, such compensation shall include an
amount equal to the excess, if any, of: (i) the amount of interest which
otherwise would have accrued on the principal amount so paid, prepaid, converted
or renewed or not borrowed, converted or renewed for the period from and
including the date of such payment, prepayment or conversion or failure to
borrow, convert or renew to but excluding the last day of the then current
Interest Period for such Eurocurrency Loan (or, in the case of a failure to
borrow, convert or renew, to but excluding the last day of the Interest Period
for such Eurocurrency Loan which would have commenced on the date specified
therefor in the relevant notice) at the applicable rate of interest for such
Eurocurrency Loan provided for herein; over (ii) the amount of interest (as
reasonably determined by such Lender) such Lender would have bid in the London
interbank market for deposits in the relevant currency of leading banks for
amounts comparable to such principal amount and maturities comparable to such
period.  A determination of any Lender as to the amounts payable pursuant to
this Section 4.05 shall be conclusive absent manifest error; provided that such
determination is made on a reasonable basis.

06.    TAXES.  Each Borrower covenants and agrees that:

             (a)  All payments on account of the principal of and interest on
its Revolving Credit Loans and the Revolving Credit Notes, and all other amounts
payable by such Borrower hereunder, under any Revolving Credit Note or under any
other Facility Document, including without limitation amounts payable under
Section 4.06(b), shall be made without any set-off or counterclaim and free and
clear of and without reduction by reason of, all present and future income,
stamp, registration and other taxes and levies, imposts, deductions, charges,
compulsory loans and withholdings whatsoever (other than taxes imposed on the
overall net income of any Lender, or of its applicable Lending Office, by the
jurisdiction in which such Lender's principal office or its applicable Lending
Office is located), and all interest, penalties or similar amounts with respect
thereto, now or hereafter imposed, assessed, levied or collected by any country
or any political subdivision or taxing authority thereof or therein or by any
federation or association of or with which any country may be a member or
associated or by any jurisdiction from which any payment hereunder or under any
Revolving Credit Note is made or any taxing authority thereof or therein,


                                          31
<PAGE>

on or in respect of this Agreement, the Revolving Credit Loans, any Revolving
Credit Note, any other Facility Document, the recording, registration,
notarization or other formalization of any thereof, the enforcement thereof or
the introduction thereof in any judicial proceedings, or on or in respect of any
payments of principal, interest, premiums, charges, fees or other amounts made
on, under or in respect of any thereof (hereinafter called "Taxes"), all of
which will be paid by such Borrower, for its own account, prior to the date on
which penalties attach thereto;

             (b)  Such Borrower shall indemnify each Lender against, and
reimburse each Lender on demand for, any Taxes and any loss, liability, claim or
expense, including interest, penalties and reasonable legal fees (net of any
refunds or tax credits for such Taxes which such Lender shall actually receive
or utilize), which such Lender may incur at any time arising out of or in
connection with any failure of such Borrower to make any payments of Taxes when
due;

             (c)  In the event that such Borrower is required by applicable
law, decree or regulation to deduct or withhold Taxes from any amounts payable
to any Lender on, under or in respect of this Agreement, the Revolving Credit
Loans, any Revolving Credit Note or any other Facility Document, such Borrower
shall pay to such Lender such additional amount(s) as may be required, after the
deduction or withholding of Taxes, to enable such Lender to receive from such
Borrower an amount equal to the amount stated to be payable by such Borrower to
such Lender under this Agreement, its Revolving Credit Note held by such Lender
or under any other Facility Document;

             (d)  Such Borrower shall furnish to each Lender the official tax
receipts in respect of each payment of Taxes required under this Section 4.06
within 30 days after the date such payment is due pursuant to applicable law,
and such Borrower shall promptly furnish to each Lender at its request any other
information, documents and receipts that such Lender may, in its reasonable
discretion from time to time, require to establish to its satisfaction that full
and timely payment has been made of all Taxes required to be paid under this
Section 4.06; and

             (e)  In the event that the payments by such Borrower hereunder
become exempt from or not subject to Taxes, such Borrower will, upon the
reasonable request of any Lender, furnish to such Lender either a certificate
from each appropriate taxing authority or an opinion of counsel reasonably
acceptable to such Lender, in either case stating that payments hereunder are
exempt from or not subject to Taxes.


                                          32
<PAGE>

6.                               CONDITIONS PRECEDENT.

01.    DOCUMENTARY CONDITIONS PRECEDENT.  The obligations of the Lenders to
make the Revolving Credit Loans constituting the initial borrowing and of the
Issuing Lender to issue the Letters of Credit are subject to the condition
precedent that the Administrative Agent shall have received on or before the
Closing Date each of the following, in form and substance satisfactory to the
Administrative Agent and its counsel:

             (a)  counterparts of this Agreement duly executed by each of
Micro Warehouse, the Subsidiary Borrowers, the Subsidiary Guarantors, the
Lenders and the Administrative Agent;

             (b)  the Revolving Credit Notes duly executed by the respective
Borrower;

             (c)  certificates of the Secretary or Assistant Secretary of each
of the Obligors, dated the Closing Date, (i) attesting to all corporate action
taken by such Obligor, including resolutions of its Board of Directors
authorizing the execution, delivery and performance of each of the Facility
Documents to which it is a party and each other document to be delivered
pursuant to this Agreement, (ii) certifying the names and true signatures of the
officers of such Obligor authorized to sign the Facility Documents to which it
is a party and the other documents to be delivered by such Obligor under this
Agreement and (iii) verifying that the charter and by-laws (or other analogous
documents) of such Obligor attached thereto are true, correct and complete as of
the date thereof;

             (d)  a certificate of a duly authorized officer of each of the
Obligors, dated the Closing Date, stating that the representations and
warranties in Article 6 are true and correct in all material respects on such
date as though made on and as of such date, all agreements and conditions
required to be performed or complied with by such date have been performed and
complied with and that no event has occurred and is continuing which constitutes
a Default or Event of Default;

             (e)  certificates to the good standing or subsistence (or other
analogous certificates) and certified copies of all charter documents with
respect to each of the Obligors certified by the Secretary of State (or other
appropriate Governmental Authority) of its jurisdiction of incorporation and
evidence that each of the Obligors is qualified as a foreign corporation in
every other jurisdiction in which it does business;

             (f)  an opinion of Lev & Berlin, P.C., outside counsel to each of
the Consolidated Entities, dated the Closing Date, in substantially the form of
EXHIBIT C


                                          33
<PAGE>

and as to such other matters as the Administrative Agent or any Lender may
reasonably request;

             (g)  opinions of foreign local counsel to each of the
Consolidated Entities, dated the Closing Date, in substantially the form of
EXHIBIT D and as to such other matters as the Administrative Agent may
reasonably request;

             (h)  an initial borrowing notice of the Borrowers relating to the
Revolving Credit Loans to be made and the Letters of Credit to be issued on the
Closing Date together with a letter from the Borrowers containing wire transfer
instructions and account information relating to the funds to be made available
by the Lenders to the Borrowers on the Closing Date;

             (i)  a Borrowing Base Certificate as of a date not more than 30
days prior to the Closing Date;

             (j)  certified complete and correct copies of the State Street
Revolving Loan Agreement (including all exhibits and schedules referred to
therein or delivered pursuant thereto); and

             (k)  evidence that all Currency Protection Agreements, Interest
Rate Protection Agreements and similar hedging arrangements to which Micro
Warehouse or any of its Subsidiaries is a party shall have been terminated and
all obligations resulting from such termination or otherwise payable in
connection therewith shall have been paid in full.

02.    ADDITIONAL CONDITIONS PRECEDENT.  The obligations of the Lenders to make
any Revolving Credit Loans pursuant to a borrowing which increases the amount
outstanding hereunder (including the initial borrowing) and of the Issuing
Lender to issue any Letters of Credit shall be subject to the further conditions
precedent that on the date of such Revolving Credit Loans or the issuance of
such Letters of Credit: (a) the following statements shall be true: (i) the
representations and warranties contained in Article 6 and in each of the other
Facility Documents are true and correct in all material respects on and as of
the date of such Revolving Credit Loans or the issuance of such Letter of Credit
as though made on and as of such date; and (ii) no Default or Event of Default
has occurred and is continuing, or would result from such Revolving Credit Loans
or the issuance of such Letters of Credit; (b) the Administrative Agent shall
have received such independent appraisals, audits and valuations of assets
reasonably satisfactory to the Administrative Agent as the Administrative Agent
may reasonably request; and (c) the Administrative Agent shall have received
such approvals, opinions or documents as the Administrative Agent may reasonably
request.


                                          34
<PAGE>

03.    DEEMED REPRESENTATIONS.  Each notice of borrowing or request for the
issuance of a Letter of Credit hereunder and acceptance by any Borrower of the
proceeds of such borrowing or the benefit of such Letter of Credit shall
constitute a representation and warranty that the statements contained in
Section 5.02 are true and correct both on the date of such notice and, unless
such Borrower otherwise notifies the Administrative Agent prior to such
borrowing or issuance, as of the date of such borrowing or issuance.

7.                         REPRESENTATIONS AND WARRANTIES.

       Each of the Obligors (as to itself and its Subsidiaries) hereby
represents and warrants that:

01.    INCORPORATION, GOOD STANDING AND DUE QUALIFICATION.  Each of the
Consolidated Entities is duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its assets and to transact the business in
which it is now engaged or proposed to be engaged, and is duly qualified as a
foreign corporation and in good standing under the laws of each other
jurisdiction in which such qualification is required.

02.    CORPORATE POWER AND AUTHORITY; NO CONFLICTS.  The execution, delivery
and performance by each of the Obligors of the Facility Documents to which it is
a party, the borrowings hereunder and the issuance of the Letters of Credit have
been duly authorized by all necessary corporate action and do not and will not:
(a) require any consent or approval of its stockholders (other than with respect
to Micro Warehouse France SARL, T.D. S.A. and T.D. 2 S.A.); (b) contravene its
charter or by-laws; (c) violate any provision of, or require any filing,
registration, consent or approval under, any law, rule, regulation (including,
without limitation, any exchange control law or regulation), order, writ,
judgment, injunction, decree, determination or award presently in effect having
applicability to any Consolidated Entity; (d) result in a breach of or
constitute a default or require any consent under any indenture or loan or
credit agreement or any other agreement, lease or instrument to which any
Consolidated Entity is a party or by which it or its Properties may be bound or
affected; (e) result in, or require, the creation or imposition of any Lien,
upon or with respect to any of the Properties now owned or hereafter acquired by
any Consolidated Entity; or (f) cause any Consolidated Entity to be in default
under any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or instrument.

03.    LEGALLY ENFORCEABLE AGREEMENTS.  Each Facility Document to which any
Obligor is a party is, or when delivered under this Agreement will be, a legal,
valid and binding obligation of such Obligor enforceable against such Obligor in
accordance with its terms, except to the extent that such enforcement may be
limited by


                                          35
<PAGE>

applicable bankruptcy, insolvency and other similar laws affecting creditors'
rights generally.

04.    LITIGATION.  There are no actions, suits or proceedings pending or, to
the knowledge of any Obligor, threatened, against or affecting any Consolidated
Entity before any Governmental Authority which could reasonably be expected to
have a Material Adverse Effect.

05.    FINANCIAL STATEMENTS.

       (a)   The consolidated and consolidating balance sheets of the
Consolidated Entities as at December 31, 1994, 1993 and 1992, and the related
consolidated and consolidating income statements and statements of cash flows
and changes in stockholders' equity of the Consolidated Entities for the Fiscal
Years then ended, and the accompanying footnotes, together with the opinion on
the consolidated statements of KPMG Peat Marwick, independent certified public
accountants, and the interim consolidated and consolidating balance sheets as at
March 31, 1995 and the related consolidated and consolidating income statements
and statements of cash flows and changes in stockholders' equity of the
Consolidated Entities for the Fiscal Quarter then ended, copies of which have
been furnished to each of the Lenders, are complete and correct and fairly
present the financial condition of the Consolidated Entities at such dates and
the results of the operations of the Consolidated Entities for the periods
covered by such statements, all in accordance with GAAP consistently applied.

       (b)   The operating plan for the Consolidated Entities for the current
and subsequent Fiscal Years, including budget, personnel, facilities and Capital
Expenditure projections, on a quarterly basis, and projected income and cash
flow statements for each such Fiscal Year, on a quarterly basis, incorporating
the items detailed in such operating plan for each such Fiscal Year, and
accompanied by a description of the material assumptions used in making such
operating plan, have each been prepared in good faith and are based on
reasonable estimates for the operating performance of the Consolidated Entities
on and after the Closing Date.

       (c)   Except as set forth on the consolidated balance sheet of the
Consolidated Entities as at December 31, 1994, there are no liabilities of any
Consolidated Entity, fixed or contingent, which are material but are not
reflected in the financial statements or in the notes thereto and which would be
required to be recorded in such financial statements or notes in accordance with
GAAP.  No written information, exhibit or report furnished by any Consolidated
Entity to the Lenders in connection with the negotiation of this Agreement
contained any material misstatement of fact or omitted to state a material fact
or any fact necessary to make the statements contained therein not materially
misleading in each case as determined as of the date of the provision of such
information, exhibit or report.


                                          36
<PAGE>

Since December 31, 1994, there has been no change which could reasonably be
expected to have a Material Adverse Effect.

06.    OWNERSHIP AND LIENS.  Each of the Consolidated Entities has title to, or
valid leasehold interests in, all of its Properties, including the Properties
reflected in the financial statements referred to in Section 6.05 (other than
any Properties disposed of in the ordinary course of business), and none of the
Properties owned by any Consolidated Entity and none of its leasehold interests
is subject to any Lien, except as may be permitted hereunder.

07.    TAXES.  Each of the Consolidated Entities has filed (or obtained
extensions for) all tax returns (domestic, foreign, federal, state and local)
required to be filed and has paid all taxes, assessments and governmental
charges and levies shown thereon to be due, including interest and penalties.
The charges, accruals and reserves on the books of the Consolidated Entities in
respect of taxes, assessments and other governmental charges are adequate.

08.    ERISA.  Each Domestic Plan, Foreign Plan and, to the best knowledge of
each Obligor, Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects in compliance with, the
applicable provisions of ERISA, the Code and any other applicable domestic,
foreign, federal, state or local law, and no event or condition is occurring or
exists concerning which any Consolidated Entity would be under an obligation to
furnish a report to the Lenders in accordance with Section 7.08(j) hereof.  Each
of the Consolidated Entities and the ERISA Affiliates have fulfilled its
obligations under the minimum funding standards of ERISA, the Code and any other
applicable domestic, foreign, federal, state or local law.

09.    CONSOLIDATED ENTITIES AND AFFILIATES.  SCHEDULE II sets forth the name
of each Consolidated Entity and each Affiliate, in each case showing (a) the
jurisdiction of its incorporation, (b) the percentage of each Person's ownership
of the outstanding capital stock of such Consolidated Entity or such Affiliate
and (c) its business and primary geographic scope of operation.  All of the
outstanding shares of capital stock of each Consolidated Entity are validly
issued, fully paid and nonassessable, and all such shares are owned free and
clear of all Liens.  Except as set forth on SCHEDULE II, no Consolidated Entity
owns or holds the right to acquire any shares of stock or any other security or
interest in any other Person.

       Section 6.10.  CREDIT ARRANGEMENTS.  SCHEDULE III is a complete and
correct list of all credit agreements, indentures, note purchase agreements,
guaranties, Capital Leases and other investments, agreements and arrangements
presently in effect providing for or relating to extensions of credit (including
agreements and arrangements for the issuance of letters of credit or for
acceptance financing) in respect of which any Consolidated Entity is in any
manner directly or contingently


                                          37
<PAGE>

obligated; and the maximum principal or face amounts of the credit in question,
outstanding and which can be outstanding, are correctly stated, and all Liens of
any nature given or agreed to be given as security therefor are correctly
described or indicated in such Schedule.

       Section 6.11.  OPERATION OF BUSINESS.  Each of the Consolidated Entities
possesses all licenses, permits, franchises, patents, copyrights, trademarks and
trade names, or rights thereto, to conduct its business substantially as now
conducted and as presently proposed to be conducted, and no Consolidated Entity
is in material violation of any valid rights of others with respect to any of
the foregoing.

       Section 6.12.  HAZARDOUS MATERIALS.  Each of the Consolidated Entities
is in compliance in all material respects with all Environmental Laws in effect
in each jurisdiction where it is presently doing business.  No Consolidated
Entity is subject to any material liability under any Environmental Law.

       In addition, no Consolidated Entity has received any (i) notice from any
Governmental Authority by which any of its present or previously-owned or leased
real Properties has been designated, listed, or identified in any manner by any
Governmental Authority charged with administering or enforcing any Environmental
Law as a Hazardous Material disposal or removal site, "Super Fund" clean-up
site, or candidate for removal of Hazardous Materials or closure of a Hazardous
Material disposal site pursuant to any Environmental Law, (ii) notice of any
Lien arising under or in connection with any Environmental Law that has attached
to any revenues of, or to, any of its owned or leased real Properties, or (iii)
summons, citation, notice, directive, letter, or other written communication
from any Governmental Authority concerning any intentional or unintentional
action or omission by such Consolidated Entity in connection with its ownership
or leasing of any real Property resulting in the releasing, spilling, leaking,
pumping, pouring, emitting, emptying, dumping, or otherwise disposing of any
Hazardous Material into the environment resulting in any violation of any
Environmental Law.

       Section 6.13.  NO DEFAULT ON OUTSTANDING JUDGMENTS OR ORDERS.  Each of
the Consolidated Entities has satisfied all judgments and no Consolidated Entity
is in default with respect to any final judgment, writ, injunction or decree of
any Governmental Authority.

       Section 6.14.  NO DEFAULTS ON OTHER AGREEMENTS.  No Consolidated Entity
is a party to any indenture, loan or credit agreement or any lease or other
agreement or instrument or subject to any charter or corporate restriction which
could have a Material Adverse Effect.  No Consolidated Entity is in default in
any material respect in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or instrument
material to its business to which it is a party.


                                          38
<PAGE>

       Section 6.15.  LABOR DISPUTES AND ACTS OF GOD.  Neither the business nor
the Properties of any Consolidated Entity are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance), which could have a Material Adverse
Effect.

       Section 6.16.  GOVERNMENTAL REGULATION.  No Consolidated Entity is
subject to regulation under the Public Utility Holding Company Act of 1935, the
Investment Company Act of 1940, the Interstate Commerce Act, the Federal Power
Act or any statute or regulation limiting its ability to incur indebtedness for
money borrowed as contemplated hereby.

       Section 6.17.  NO FORFEITURE.  Neither any Consolidated Entity nor any
of its Affiliates is engaged in or proposes to be engaged in the conduct of any
business or activity which could result in a Forfeiture Proceeding which could
reasonably be expected to have a Material Adverse Effect and no Forfeiture
Proceeding against any of them is pending or threatened.

       Section 6.18.  SOLVENCY.

             (a)  The present fair saleable value of the assets of each
Obligor after giving effect to all the transactions contemplated by the Facility
Documents and the funding of the Revolving Credit Commitments and the issuance
of the Letters of Credit hereunder exceeds the amount that will be required to
be paid on or in respect of the existing debts and other liabilities (including
contingent liabilities) of such Obligor as they mature.

             (b)  The Property of each Obligor does not constitute
unreasonably small capital for such Obligor to carry out its business as now
conducted and as proposed to be conducted including the capital needs of such
Obligor.

             (c)  No Obligor intends to, nor does such Obligor believe that it
will, incur debts beyond its ability to pay such debts as they mature (taking
into account the timing and amounts of cash to be received by such Obligor, and
of amounts to be payable on or in respect of Debt of such Obligor).  The cash
available to such Obligor after taking into account all other anticipated uses
of the cash of such Obligor, is anticipated to be sufficient to pay all such
amounts on or in respect of debt of such Obligor when such amounts are required
to be paid.

             (d)  No Obligor believes that final judgments against it in
actions for money damages will be rendered at a time when, or in an amount such
that, such Obligor will be unable to satisfy any such judgments promptly in
accordance with their terms (taking into account the maximum reasonable amount
of such judgments


                                          39
<PAGE>

in any such actions and the earliest reasonable time at which such judgments
might be rendered).  The cash available to such Obligor after taking into
account all other anticipated uses of the cash of such Obligor (including the
payments on or in respect of debt referred to in paragraph (c) of this Section
6.18), is anticipated to be sufficient to pay all such judgments promptly in
accordance with their terms.

8.                              AFFIRMATIVE COVENANTS.

       So long as any Obligation shall remain unpaid, any Letter of Credit
shall remain outstanding or any Lender shall have any Revolving Credit
Commitment, Micro Warehouse shall:

01.    MAINTENANCE OF EXISTENCE.  Preserve and maintain, and cause each of its
Subsidiaries to preserve and maintain, its corporate existence and good standing
in the jurisdiction of its incorporation, and qualify and remain qualified as a
foreign corporation in each jurisdiction in which such qualification is
required.

02.    CONDUCT OF BUSINESS.  Continue, and cause each of its Subsidiaries to
continue, to engage in the business of the same general type as conducted by it
on the date of this Agreement.

03.    MAINTENANCE OF PROPERTIES.  Maintain, keep and preserve, and cause each
of its Subsidiaries to maintain, keep and preserve, all of its Properties
necessary or useful in the proper conduct of its business in good working order
and condition, ordinary wear and tear excepted.

04.    MAINTENANCE OF RECORDS.  Keep, and cause each of its Subsidiaries to
keep, adequate records and books of account, in which complete entries will be
made in accordance with GAAP, reflecting all financial transactions of the
Consolidated Entities.

05.    MAINTENANCE OF INSURANCE.  Maintain, and cause each of its Subsidiaries
to maintain, insurance with financially sound and reputable insurance companies
or associations in such amounts and covering such risks as are usually carried
by companies engaged in the same or a similar business and similarly situated,
which insurance may provide for reasonable deductibility from coverage thereof.

06.    COMPLIANCE WITH LAWS.  Comply, and cause each of its Subsidiaries to
comply, in all material respects with all applicable laws, rules, regulations
and orders (including, without limitation, any Environmental Law), such
compliance to include, without limitation, paying before the same become
delinquent all taxes, assessments and governmental charges imposed upon it or
upon its Properties.


                                          40
<PAGE>

07.    RIGHT OF INSPECTION.  At any reasonable time and from time to time
permit the Administrative Agent or any Lender or any agent or representative
thereof, to examine and make copies and abstracts from the records and books of
account of, and visit the Properties of, any Consolidated Entity, and to discuss
the affairs, finances and accounts of such Consolidated Entity with any of their
respective officers and directors and independent accountants.

08.    REPORTING REQUIREMENTS.  Furnish directly to each of the Lenders:

             (a)  as soon as available and in any event within 90 days after
the end of each Fiscal Year, consolidated and consolidating balance sheets of
the Consolidated Entities as of the end of such Fiscal Year and consolidated and
consolidating income statements and statements of cash flows and changes in
stockholders' equity of the Consolidated Entities for such Fiscal Year, all in
reasonable detail and stating in comparative form the respective figures for the
corresponding date and period in the prior Fiscal Year and all prepared in
accordance with GAAP and as to the consolidated statements accompanied by an
opinion thereon acceptable to the Administrative Agent and each of the Lenders
by KPMG Peat Marwick or other independent accountants of national standing
selected by the Consolidated Entities; provided that delivery within the period
specified above of copies of the Annual Report on Form 10-K of Micro Warehouse
filed with the Securities and Exchange Commission, together with the adjustments
to such consolidated statements necessary to provide consolidating information
for each of the Consolidated Entities, shall be deemed to satisfy the
requirements of this Section 7.08(a) so long as such Form 10-K as so adjusted
shall contain the information referred to in this Section 7.08(a);

             (b)  as soon as available and in any event within 45 days after
the end of each of the first three Fiscal Quarters, consolidated and
consolidating balance sheet of the Consolidated Entities as of the end of such
Fiscal Quarter and consolidated and consolidating income statements and
statements of cash flows and changes in stockholders' equity of the Consolidated
Entities for the period commencing at the end of the previous Fiscal Year and
ending with the end of such Fiscal Quarter, all in reasonable detail and stating
in comparative form the respective consolidated figures for the corresponding
date and period in the previous Fiscal Year and all prepared in accordance with
GAAP and certified by the chief financial officer of the Consolidated Entities
(subject to year-end adjustments); provided that delivery within the period
specified above of copies of the Quarterly Report on Form 10-Q of Micro
Warehouse filed with the Securities and Exchange Commission, together with the
adjustments to such consolidated statements necessary to provide consolidating
information for each of the Consolidated Entities, shall be deemed to satisfy
the requirements of this Section 7.08(b) so long as such Form 10-Q as so
adjusted shall contain the information referred to in this Section 7.08(b);


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<PAGE>



         (c)  simultaneously with the delivery of the financial statements
referred to above, a Compliance Certificate of the chief financial officer of
Micro Warehouse (i) certifying that to the best of his knowledge no Default or
Event of Default has occurred and is continuing or, if a Default or Event of
Default has occurred and is continuing, a statement as to the nature thereof and
the action which is proposed to be taken with respect thereto, and (ii) with
computations demonstrating compliance with the covenants contained in Article 9;

         (d)  simultaneously with the delivery of the annual financial
statements referred to in Section 7.08(a), a certificate of the independent
public accountants who audited such statements to the effect that, in making the
examination necessary for the audit of such statements, (i) they have obtained
no knowledge of any condition or event which constitutes a Default or Event of
Default, or if such accountants shall have obtained knowledge of any such
condition or event, specifying in such certificate each such condition or event
of which they have knowledge and the nature and status thereof and (ii) such
statements fairly present the elements of the Borrowing Base (in accordance with
the definitions contained herein) as set forth in the Borrowing Base Certificate
presented to the Administrative Agent for the month ended December 31;

         (e)  (i) as soon as available and in any event within 20 days after
the end of each calendar month, a Borrowing Base Certificate;

         (f)  simultaneously with the delivery of the financial statements
referred to in Section 7.08(a) and Section 7.08(b), a narrative explanation
signed by the chief financial officer of Micro Warehouse of any material
variance from the budget of the Consolidated Entities for the Fiscal Year that
is reflected in such financial statements;

         (g)  not later than the 30th day subsequent to the commencement of
each Fiscal Year, (i) a projected balance sheet of the Consolidated Entities for
such Fiscal Year on a quarterly basis and (ii) an operating plan for the
Consolidated Entities for such Fiscal Year, including budget, personnel,
facilities and Capital Expenditure projections, on a quarterly basis, and a
projected income and cash flows statement for such Fiscal Year, on a quarterly
basis, incorporating the items detailed in such operating plan for such Fiscal
Year, and accompanied by a description of the material assumptions used in
making such operating plan; and, as soon as available thereafter, any
modifications to any of the foregoing after the Board of Directors of Micro
Warehouse has reviewed such plan;

         (h)  promptly after the commencement thereof, notice of all actions,
suits, and proceedings before any Governmental Authority;


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<PAGE>

         (i)  as soon as possible and in any event within 10 days after
becoming aware of or having reason to become aware of the occurrence of each
Default or Event of Default a written notice setting forth the details of such
Default or Event of Default and the action which is proposed to be taken by the
Consolidated Entities with respect thereto;

         (j)  as soon as possible, and in any event within 10 days after any
Consolidated Entity knows or has reason to know that any of the events or
conditions specified below with respect to any Domestic Plan, Foreign Plan or
Multiemployer Plan have occurred or exist, a statement signed by a senior
financial officer of such Consolidated Entity setting forth details respecting
such event or condition and the action, if any, which such Consolidated Entity
or an ERISA Affiliate proposes to take with respect thereto (and a copy of any
report or notice required to be filed with or given to PBGC or any other
Governmental Authority by such Consolidated Entity or an ERISA Affiliate with
respect to such event or condition): (i) any reportable event, as defined in
Section 4043(b) of ERISA, with respect to a Domestic Plan, as to which PBGC has
not by regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event (provided that a failure
to meet the minimum funding standard of Section 412 of the Code or Section 302
of ERISA including, without limitation, the failure to make on or before its due
date a required installment under Section 412(m) of the Code or Section 302(e)
of ERISA, shall be a reportable event regardless of the issuance of any waivers
in accordance with Section 412(d) of the Code) and any request for a waiver
under Section 412(d) of the Code for any Domestic Plan; (ii) the distribution
under Section 4041 of ERISA or under any similar foreign law of a notice of
intent to terminate any Domestic Plan or Foreign Plan or any action taken by
such Consolidated Entity or an ERISA Affiliate to terminate any Domestic Plan or
Foreign Plan; (iii) the institution by PBGC or any other Governmental Authority
of proceedings under Section 4042 of ERISA or under any similar foreign law for
the termination of, or the appointment of a trustee to administer, any Domestic
Plan or any Foreign Plan, or the receipt by such Consolidated Entity or any
ERISA Affiliate of a notice from a Multiemployer Plan that such action has been
taken by PBGC with respect to such Multiemployer Plan; (iv) the complete or
partial withdrawal from a Multiemployer Plan by such Consolidated Entity or any
ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA
(including the obligation to satisfy secondary liability as a result of a
purchaser default) or the receipt of such Consolidated Entity or any ERISA
Affiliate of notice from a Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to
terminate or has terminated under Section 4041A of ERISA; (v) the institution of
a proceeding by a fiduciary or any Multiemployer Plan against such Consolidated
Entity or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding
is not dismissed within 30 days;  (vi) the adoption of an amendment to any
Domestic Plan that pursuant to Section 401(a)(29) of the Code or Section 307 of
ERISA would result in the loss of tax-exempt status of the trust of which such
Domestic Plan is a part if


                                          43

<PAGE>

such Consolidated Entity or an ERISA Affiliate fails to timely provide security
to the Domestic Plan in accordance with the provisions of said Sections; (vii)
any event or circumstance exists which may reasonably be expected to constitute
grounds for such Consolidated Entity or any ERISA Affiliate to incur liability
under Title IV of ERISA or under Sections 412(c)(11) or 412(n) of the Code with
respect to any Domestic Plan; and (viii) the Unfunded Benefit Liabilities of one
or more Domestic Plans and Foreign Plans increase after the date of this
Agreement in an amount which is material in relation to the financial condition
of the Consolidated Entities; provided, however, that such increase shall not be
deemed to be material so long as it does not exceed during any consecutive 3
year period $1,000,000;

         (k)  promptly after the request of any Lender, copies of each annual
report filed pursuant to Section 104 of ERISA with respect to each Domestic Plan
(including, to the extent required by Section 104 of ERISA, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information referred to in Section 103) and each
annual report filed with respect to each Domestic Plan under Section 4065 of
ERISA; provided, however, that in the case of a Multiemployer Plan, such annual
reports shall be furnished only if they are available to such Consolidated
Entity or an ERISA Affiliate;

         (l)  promptly after the sending or filing thereof, copies of all proxy
statements, financial statements and reports which any Consolidated Entity sends
to its stockholders, and copies of all regular, periodic and special reports,
and all registration statements which such Consolidated Entity files with the
Securities and Exchange Commission or any Governmental Authority which may be
substituted therefor, or with any national securities exchange;

         (m)  promptly after becoming aware of the existence of any violation
or alleged violation in any material respect of any Environmental Law by any
Consolidated Entity, written notice of and a description of the nature of such
violation or alleged violation, what action such Consolidated Entity is taking
or proposes to take with respect thereto and, when known, any action taken, or
proposed to be taken, by any Governmental Authority with respect thereto;

         (n)  promptly after the commencement thereof or promptly after any
Consolidated Entity knows of the commencement or threat thereof, notice of any
Forfeiture Proceeding; and

         (o)  such other information respecting the condition or operations,
financial or otherwise, of any Consolidated Entity as the Administrative Agent
or any Lender may from time to time reasonably request.

    Section 7.09.  ADDITIONAL SUBSIDIARY GUARANTORS.  In the event that any of
its Subsidiaries that is not an Obligor as of the date hereof shall have assets
greater than


                                          44

<PAGE>

$250,000 (as determined as of the end of each Fiscal Quarter), cause such
Subsidiary to become a "Subsidiary Guarantor" and thereby an "Obligor" hereunder
pursuant to an Assumption Agreement, and shall deliver such proof of corporate
action, incumbency of officers, opinions of counsel and other documents as is
consistent with those delivered by the Obligors pursuant to Article 5 hereof
upon the Closing Date or as the Administrative Agent shall have reasonably
requested.


10.  NEGATIVE COVENANTS.

    So long as any Obligation shall remain unpaid, any Letter of Credit shall
remain outstanding or any Lender shall have any Revolving Credit Commitment,
Micro Warehouse shall not:

01.   DEBT.  Create, incur, assume or suffer to exist, or permit any of its
Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:

         (a)  Debt of the Obligors under this Agreement, the Revolving Credit
Notes, the Letters of Credit and the other Facility Documents;

         (b)  Consolidated Subordinated Debt;

         (c)  Debt described on SCHEDULE III but no renewals, extensions or
refinancings thereof;

         (d)  Debt consisting of Guaranties permitted pursuant to Section 8.02;

         (e)  Debt of any Obligor to any other Obligor incurred in the ordinary
course of business and either consistent with past practices or for cash
management services;

         (f)  accounts payable to trade creditors for goods or services and
current operating liabilities (other than for borrowed money), in each case
incurred in the ordinary course of business and paid within prescribed time
limits that are in the ordinary course of business, unless contested in good
faith and by appropriate proceedings; and

         (g)  Debt of any Consolidated Entity secured by Purchase Money Liens
permitted by Section 8.03(j) provided that the aggregate principal amount of
such Debt together with all Debt secured by Purchase Money Liens described on
SCHEDULE III (other than Debt owing to Apple Computer, Inc. for the purchase of
inventory) does not at any time exceed $5,000,000.


                                          45

<PAGE>

02.   GUARANTIES.  Create, incur, assume or suffer to exist, or permit any of
its Subsidiaries to create, incur, assume or suffer to exist, any Guaranty,
except (a) the Unconditional Guaranties by the Guarantors hereunder and
(b) Guaranties by endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business.

03.   LIENS.  Create, incur, assume or suffer to exist any Lien, or permit any
of its Subsidiaries to create, incur, assume or suffer to exist, upon or with
respect to any of its Property, now owned or hereafter acquired, except:

         (a)  Liens in favor of the Administrative Agent on behalf of the
Lenders securing the Revolving Credit Loans and the Letter of Credit Obligations
hereunder;

         (b)  Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if due and payable if they are being
contested in good faith by appropriate proceedings and for which appropriate
reserves are maintained;

         (c)  Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which are not
past due for more than 90 days, or which are being contested in good faith by
appropriate proceedings and for which appropriate reserves have been
established;

         (d)  Liens under workmen's compensation, unemployment insurance,
social security or similar legislation (other than ERISA);

         (e)  Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money), leases
(permitted under the terms of this Agreement), public or statutory obligations,
surety, stay, appeal, indemnity, performance or other similar bonds, or other
similar obligations arising in the ordinary course of business;

         (f)  judgment and other similar Liens arising in connection with court
proceedings; provided that the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are being actively contested
in good faith and by appropriate proceedings;

         (g)  easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with the
occupation, use and enjoyment by any Consolidated Entity of the Property
encumbered thereby in the normal course of its business or materially impair the
value of the Property subject thereto;


                                          46

<PAGE>

         (h)  Liens securing obligations of any Obligor to any other Obligor;

         (i)  Liens described on SCHEDULE III provided that such Liens shall
secure only those obligations which they secure on the date hereof; and

         (j)  Purchase Money Liens; provided that:

             (i)   any Property subject to any of the foregoing is acquired by
any Consolidated Entity in the ordinary course of its business and the Lien on
any such Property is created contemporaneously with such acquisition;

            (ii)   the obligation secured by any Lien so created, assumed or
existing shall not exceed 100% of the lesser of cost or fair market value as of
the time of acquisition of the Property covered thereby to such Consolidated
Entity acquiring the same;

           (iii)   each such Lien shall attach only to the Property so acquired
and fixed improvements thereon; and

            (iv)   the obligations secured by such Lien are permitted by the
provisions of Section 8.01(g) and the related expenditure is permitted under
Section 8.13.

04.   LEASES.  Create, incur, assume or suffer to exist, or permit any of its
Subsidiaries to create, incur, assume or suffer to exist, any obligation as
lessee for the rental or hire of any real or personal Property, except:

         (a)  leases existing on the date of this Agreement and any extensions
or renewals thereof;

         (b)  Capital Leases permitted by Section 8.01, Section 8.03 and
Section 8.13; and

         (c)  leases (other than Capital Leases) so long as the Consolidated
Entities are not required on a consolidated basis to make payments (including
taxes, insurance, maintenance and similar expense which any Consolidated Entity
is required to pay under the terms of any lease) in the aggregate under all
leases (other than Capital Leases) in any Fiscal Year in excess of $7,500,000.

05.   INVESTMENTS.  Make, or permit any of its Subsidiaries to make, any
Investment, except for:


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<PAGE>

         (a)  Investments in Domestic Cash Equivalents and Foreign Cash
Equivalents;

         (b)  Investments in Property to be used or useful in the ordinary
course of business of the Consolidated Entities;

         (c)  Investments in stock, obligations or securities received in
settlement of debts (created in the ordinary course of business) owing to any
Consolidated Entity;

         (d)  Investments to or in any Obligor or in any corporation that
concurrently with such Investment becomes an Obligor;

         (e)  Investments made in connection with an Acceptable Acquisition;
and

         (f)  other Investments not listed in clauses (a) through (e),
inclusive, provided that the aggregate amount of such Investments for all
Consolidated Entities does not exceed at any time $5,000,000.

06.   DISTRIBUTIONS.  Make, or permit any of its Subsidiaries to make, any
Distribution, except that:

         (a)  Micro Warehouse may make Distributions payable solely in its
common stock; and

         (b)  any Consolidated Entity may make Distributions to any Obligor.

07.   SALE OF ASSETS.  Sell, lease, assign, transfer or otherwise dispose of,
or permit any of its Subsidiaries to sell, lease, assign, transfer or otherwise
dispose of, any of its now owned or hereafter acquired Property (including,
without limitation, shares of stock and indebtedness, receivables and leasehold
interests); except:

         (a)  for inventory disposed of in the ordinary course of business;

         (b)  the sale or other disposition of Property no longer used or
useful in the conduct of its business; and

         (c)  any Consolidated Entity may sell, lease, assign, or otherwise
transfer its Property to any Obligor.

08.   SUBSIDIARY CAPITAL STOCK.  Sell or otherwise dispose of any shares of
capital stock of any of its Subsidiaries, or permit any such Subsidiary to issue
any additional shares of its capital stock, except directors' qualifying shares.


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<PAGE>

09.   TRANSACTIONS WITH AFFILIATES.  Enter, or permit any Subsidiary to enter,
into any transaction, including, without limitation, the purchase, sale or
exchange of Property or the rendering of any service, with any Affiliate, except
in the ordinary course of and pursuant to the reasonable requirements of Micro
Warehouse's or such Subsidiary's business and upon fair and reasonable terms no
less favorable to Micro Warehouse or such Subsidiary than would obtain in a
comparable arm's length transaction with a Person not an Affiliate.

    Section 8.10.  MERGERS, ETC.  Merge or consolidate with, or sell, assign,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to, any Person, or acquire all or substantially all of the
assets or the business of any Person (or enter into any agreement to do any of
the foregoing), or permit any of its Subsidiaries to do so, except that:

         (a)  any Consolidated Entity may merge into or consolidate with or
transfer assets to any Obligor; and

         (b)  any Consolidated Entity may effect any Acquisition permitted by
Section 8.11.

    Section 8.11.  ACQUISITIONS.  Make, or permit any of its Subsidiaries to
make, any Acquisition other than an Acceptable Acquisition.

    Section 8.12.  NO ACTIVITIES LEADING TO FORFEITURE.  Engage in or propose
to be engaged in, or permit any of its Subsidiaries to engage in or propose to
be engaged in, the conduct of any business or activity which could result in a
Forfeiture Proceeding which could have a Material Adverse Effect.

    Section 8.13.  CAPITAL EXPENDITURES.  Make or commit to make, or permit any
of its Subsidiaries to make or commit to make, (other than by way of
Acquisition) any expenditures in respect of the purchase or other acquisition of
fixed or capital assets, except for Consolidated Capital Expenditures in the
ordinary course of business not exceeding in any Fiscal Year 50% of Consolidated
EBIT for the immediately preceding Fiscal Year.

    Section 8.14.  RESTRICTIONS.  Enter into, or suffer to exist, or permit any
of its Subsidiaries to enter into, or suffer to exist, any agreement with any
Person other than the Lenders that (a) prohibits, requires the consent of such
Person for or limits the ability of (i) any Consolidated Entity to pay dividends
or make other distributions or pay Debt owed to any other Consolidated Entity,
make loans or advances to any other Consolidated Entity or transfer any of its
Property to any other Consolidated Entity, (ii) any Consolidated Entity to
create, incur, assume or suffer to exist any Lien


                                          49

<PAGE>

upon any of its Property or (iii) any Consolidated Entity to enter into any
modification or supplement of the Facility Documents; or (b) contains financial
covenants which, taken as a whole, are more restrictive on the Consolidated
Entities than the financial covenants contained in Article 9.

    Section 8.15.  FISCAL YEAR.  Permit the fiscal year of the Consolidated
Entities to end on a day other than December 31.


12.  FINANCIAL COVENANTS.

    So long as any Obligation shall remain unpaid, any Letter of Credit shall
remain outstanding or any Lender shall have any Revolving Credit Commitment and
as determined as of the end of each Fiscal Quarter:

01.   INTEREST COVERAGE RATIO.  Micro Warehouse shall maintain at all times an
Interest Coverage Ratio of not less than 3.00 to 1.00.

02.   MINIMUM TANGIBLE NET WORTH.  Micro Warehouse shall maintain at all times
Consolidated Tangible Net Worth of not less than the sum of (a) $175,000,000
plus (b) the aggregate sum of the Fiscal Year Net Worth Increase Amounts
calculated for each Fiscal Year ending on or after the Closing Date.

03.   LEVERAGE RATIO.  Micro Warehouse shall maintain at all times a Leverage
Ratio of not greater than 1.00 to 1.00.

04.   CURRENT RATIO.  Micro Warehouse shall maintain at all times a Current
Ratio of not less than 2.00 to 1.00.


05.   DOMESTIC NET WORTH.  Micro Warehouse shall maintain at all times a
Domestic Net Worth of not less than $150,000,000.

13.                                EVENTS OF DEFAULT.

01.   EVENTS OF DEFAULT.  Any of the following events shall be an "Event of
Default":

         (a)  any Borrower shall: (i) fail to pay the principal of any
Revolving Credit Note or any Reimbursement Obligation on or before the date when
due and payable; or (ii) fail to pay interest on any Revolving Credit Note or
any fee or other amount due hereunder on or before the date when due and
payable;


                                          50

<PAGE>

         (b)  any representation or warranty made or deemed made by any
Consolidated Entity in this Agreement or in any other Facility Document or which
is contained in any certificate, document, opinion, financial or other statement
furnished at any time under or in connection with any Facility Document shall
prove to have been incorrect in any material respect on or as of the date made;

         (c)  (i) any Obligor shall fail to perform or observe any term,
covenant or agreement contained in Section 2.03 or Articles 8 or 9; or (ii) any
Obligor shall fail to perform or observe any term, covenant or agreement on its
part to be performed or observed (other than the obligations specifically
referred to elsewhere in this Section 10.01) in any Facility Document to which
it is a party and such failure shall continue for 30 consecutive days;

         (d)  any Consolidated Entity shall: (i) fail to pay any indebtedness
in excess of $1,000,000 (other than the payment obligations described in (a)
above), or any interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise); (ii) fail to
perform or observe any term, covenant or condition on its part to be performed
or observed under any agreement or instrument relating to any such indebtedness,
when required to be performed or observed, if the effect of such failure to
perform or observe is to accelerate, or to permit the acceleration of, after the
giving of notice or passage of time, or both, the maturity of such indebtedness,
whether or not such failure to perform or observe shall be waived by the holder
of such indebtedness; or any such indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or (iii) a "Default" or
"Event of Default" shall have occurred under the State Street Credit Agreement,
whether or not waived;

         (e)  any Consolidated Entity: (i) shall generally not, or be unable
to, or shall admit in writing its inability to, pay its debts as such debts
become due; or (ii) shall make an assignment for the benefit of creditors,
petition or apply to any tribunal for the appointment of a custodian, receiver
or trustee for it or a substantial part of its assets; or (iii) shall commence
any proceeding under any bankruptcy, reorganization, arrangement, readjustment
of debt, dissolution or liquidation law or statute of any jurisdiction, whether
now or hereafter in effect; or (iv) shall have had any such petition or
application filed or any such proceeding shall have been commenced, against it,
in which an adjudication or appointment is made or order for relief is entered,
or which petition, application or proceeding remains undismissed for a period of
30 days or more; or shall be the subject of any proceeding under which its
assets may be subject to seizure, forfeiture or divestiture (other than a
proceeding in respect of a Lien permitted under Section 8.03(b)); or (v) by any
act or omission shall indicate its consent to, approval of or acquiescence in
any such petition, application or proceeding or order for relief or the
appointment of a custodian, receiver or trustee for all or any substantial part
of its Property; or (vi) shall suffer any


                                          51

<PAGE>

such custodianship, receivership or trusteeship to continue undischarged for a
period of 30 days or more;

         (f)  one or more judgments, decrees or orders for the payment of money
in excess of $1,000,000 in the aggregate shall be rendered against any
Consolidated Entity and such judgments, decrees or orders shall continue
unsatisfied and in effect for a period of 30 consecutive days without being
vacated, discharged, satisfied or stayed or bonded pending appeal;

         (g)  any event or condition shall occur or exist with respect to any
Domestic Plan, Foreign Plan or Multiemployer Plan concerning which any
Consolidated Entity is under an obligation to furnish a report to the Lenders in
accordance with Section 7.08(j) hereof and as a result of such event or
condition, together with all other such events or conditions, such Consolidated
Entity or any ERISA Affiliate has incurred or in the opinion of the Lenders is
reasonably likely to incur a liability to a Domestic Plan, a Foreign Plan, a
Multiemployer Plan, the PBGC, a Section 4042 Trustee or any other Governmental
Authority (or any combination of the foregoing) which is material in relation to
the financial position of the Consolidated Entities; provided, however, that any
such amount shall not be deemed to be material so long as all such amounts do
not exceed $1,000,000 in the aggregate during the term of this Agreement;

         (h)  the Unfunded Benefit Liabilities of one or more Domestic Plans or
Foreign Plans have increased after the date of this Agreement in an amount which
is material (as specified in Section 7.08(j)(viii) hereof);

         (i)   (i) any Person or two or more Persons acting in concert shall
have acquired beneficial ownership (within the meaning of Rules 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934) of
10% or more of the outstanding shares of voting capital stock of Micro
Warehouse; or (ii) during any period of 12 consecutive months, commencing before
or after the date of this Agreement, individuals who at the beginning of such
12-month period were directors (or persons nominated by such individuals) of
Micro Warehouse cease for any reason to constitute a majority of the Board of
Directors of Micro Warehouse; or

         (j)  any Forfeiture Proceeding shall have been commenced or any
Consolidated Entity shall have given any Lender written notice of the
commencement of any Forfeiture Proceeding as provided in Section 7.08(n) which,
in either case, could reasonably be expected to have a Material Adverse Effect.

03.   REMEDIES.  If any Event of Default shall occur and be continuing, the
Administrative Agent shall, upon request of the Required Lenders, by notice to
Micro


                                          52

<PAGE>

Warehouse (a) declare the Revolving Credit Commitments to be terminated,
whereupon the same shall forthwith terminate and so shall the obligations of the
Issuing Lender to issue any Letter of Credit, (b) declare the outstanding
principal of any or all of the Revolving Credit Notes, all interest thereon and
all other amounts payable under this Agreement, the Revolving Credit Notes and
the other Facility Documents to be forthwith due and payable, whereupon such
Revolving Credit Notes, all such interest and all such amounts shall become and
be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrowers
and/or (c) direct Micro Warehouse to pay to the Administrative Agent an amount,
to be held as cash security in the cash collateral account held by the
Administrative Agent under Section 3.08, equal to the Letter of Credit
Obligations then outstanding; provided that, in the case of an Event of Default
referred to in Section 10.01(e) or Section 10.01(i) above, the Revolving Credit
Commitments and the obligation to issue Letters of Credit shall be immediately
terminated, and the Revolving Credit Notes, all interest thereon and all other
amounts payable under this Agreement, the Revolving Credit Notes and the other
Facility Documents shall be immediately due and payable without notice,
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrowers.

14.      GUARANTY AND OTHER RIGHTS AND UNDERTAKINGS.


02.   GUARANTIED OBLIGATIONS.  (a) Each of (x) the Borrowers other than (i) in
each of their respective capacities as the primary obligor under the respective
Revolving Credit Note to which it is party and (ii) Micro Warehouse Denmark APS
and (y) the Subsidiary Guarantors (each of the foregoing entities individually a
"Guarantor" and collectively the "Guarantors"), jointly and severally, in
consideration of the execution and delivery of this Agreement by the Lenders and
the Administrative Agent, hereby irrevocably and unconditionally guarantees to
the Administrative Agent, for the benefit of the Lenders, as and for such
Guarantor's own debt, until final payment has been made, the due and punctual
payment and performance in full in cash in the applicable currency of the
Obligations (but excluding, with respect to each Foreign Subsidiary, the
Domestic Obligations) (all such obligations so guarantied are herein
collectively referred to as the "Guarantied Obligations"), in each case when and
as the same shall become due and payable, whether at maturity, pursuant to
mandatory or optional prepayment, by acceleration or otherwise, all in
accordance with the terms and provisions hereof and thereof, it being the intent
of the Guarantors that the guaranty set forth in this Section 11.01 (the
"Unconditional Guaranty") shall be a guaranty of payment and not a guaranty of
collection.

         (b)  As a separate and alternative stipulation, each of the Guarantors
unconditionally and irrevocably agrees that any sum expressed to be payable by
any Guarantor under Section 11.01(a) but which is for any reason (whether or not
now


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<PAGE>

existing and whether or not now known or becoming known to any party to this
Agreement) not recoverable from such Guarantor on the basis of a guaranty shall
nevertheless be recoverable from it as if it were the sole principal debtor and
shall be paid by it to the Administrative Agent, for the benefit of the Lenders,
on demand.

03.   PERFORMANCE UNDER THIS AGREEMENT.  In the event any Borrower fails to
make, on or before the due date thereof, any payment of the Guarantied
Obligations, the Guarantors shall cause forthwith to be paid the moneys, or to
be performed, kept, observed, or fulfilled each of such Guarantied Obligations,
in respect of which such failure has occurred.

04.   WAIVERS.  To the fullest extent permitted by law, each Guarantor does
hereby waive:

         (a)  notice of acceptance of the Unconditional Guaranty;

         (b)  notice of any borrowings under this Agreement, or the creation,
existence or acquisition of any of the Guarantied Obligations, subject to such
Guarantor's right to make inquiry of the Administrative Agent to ascertain the
amount of the Guarantied Obligations at any reasonable time;

         (c)  notice of the amount of the Guarantied Obligations, subject to
such Guarantor's right to make inquiry of the Administrative Agent to ascertain
the amount of the Guarantied Obligations at any reasonable time;

         (d)  notice of adverse change in the financial condition of any
Borrower, any other Guarantor or any other fact that might increase such
Guarantor's risk hereunder;

         (e)  notice of presentment for payment, demand, protest, and notice
thereof as to the Revolving Credit Notes or any other instrument;

         (f)  notice of any Default or Event of Default;

         (g)  all other notices and demands to which such Guarantor might
otherwise be entitled (except if such notice or demand is specifically otherwise
required to be given to such Guarantor hereunder or under the other Facility
Documents);

         (h)  the right by statute or otherwise to require any or each Lender
or the Administrative Agent to institute suit against any Borrower or to exhaust
the rights and remedies of any or each Lender or the Administrative Agent
against any Borrower, such Guarantor being bound to the payment of each and all
Guarantied


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<PAGE>

Obligations, whether now existing or hereafter accruing, as fully as if such
Guarantied Obligations were directly owing to each Lender by such Guarantor;

         (i)  any defense arising by reason of any disability or other defense
(other than the defense that the Guarantied Obligations shall have been fully
and finally performed and indefeasibly paid) of any Borrower or by reason of the
cessation from any cause whatsoever of the liability of any Borrower in respect
thereof; and

         (j)  any stay (except in connection with a pending appeal), valuation,
appraisal, redemption or extension law now or at any time hereafter in force
which, but for this waiver, might be applicable to any sale of Property of such
Guarantor made under any judgment, order or decree based on this Agreement, and
such Guarantor covenants that it will not at any time insist upon or plead, or
in any manner claim or take the benefit or advantage of such law.

Until all of the Guarantied Obligations shall have been paid in full, none of
the Guarantors shall have any right of subrogation, reimbursement, or indemnity
whatsoever in respect thereof and any right of recourse to or with respect to
any assets or Property of any Borrower or any other Guarantor.  Nothing shall
discharge or satisfy the obligations of the Guarantors hereunder except the full
and final performance and indefeasible payment of the Guarantied Obligations in
cash in the applicable currency by the Guarantors, upon which each Lender agrees
to transfer and assign its interest in the Revolving Credit Notes to the
Guarantors without recourse, representation or warranty of any kind (other than
that such Lender owns such Revolving Credit Notes and that such Revolving Credit
Notes are free of Liens created by such holder).  All of the Guarantied
Obligations shall in the manner and subject to the limitations provided herein
for the acceleration of, the Revolving Credit Notes and the Letter of Credit
Obligations, forthwith become due and payable without notice.

05.   RELEASES.  Each of the Guarantors consents and agrees that, without
notice to or by such Guarantor and without affecting or impairing the
obligations of such Guarantor hereunder, each Lender or the Administrative
Agent, in the manner provided herein, by action or inaction, may:

         (a)  compromise or settle, extend the period of duration or the time
for the payment, or discharge the performance of, or may refuse to, or otherwise
not, enforce, or may, by action or inaction, release all or any one or more
parties to, any one or more of the Revolving Credit Notes or the other Facility
Documents;

         (b)  grant other indulgences to any Borrower in respect thereof;


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         (c)  amend or modify in any manner and at any time (or from time to
time) any one or more of the Revolving Credit Notes, the Letters of Credit and
the other Facility Documents in accordance with Section 13.01 or otherwise;

         (d)  release or substitute any one or more of the endorsers or
guarantors of the Guarantied Obligations whether parties hereto or not; and

         (e)  exchange, enforce, waive, or release, by action or inaction, any
security for the Guarantied Obligations (including, without limitation, any of
the collateral therefor) or any other guaranty of any of the Revolving Credit
Notes or the Letter of Credit Obligations.

06.   MARSHALING.  Each of the Guarantors consents and agrees that:

         (a)  the Administrative Agent shall be under no obligation to marshal
any assets in favor of such Guarantor or against or in payment of any or all of
the Guarantied Obligations; and

         (b)  to the extent any Borrower or any other Guarantor makes a payment
or payments to any Lender, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside,
or required, for any of the foregoing reasons or for any other reason, to be
repaid or paid over to a custodian, trustee, receiver, or any other party under
any bankruptcy law, common law, or equitable cause, then to the extent of such
payment or repayment, the obligation or part thereof intended to be satisfied
thereby shall be revived and continued in full force and effect as if said
payment or payments had not been made and such Guarantor shall be primarily
liable for such obligation.

07.   LIABILITY.  Each of the Guarantors agrees that the liability of such
Guarantor in respect of this Article 11 shall not be contingent upon the
exercise or enforcement by any Lender or the Administrative Agent of whatever
remedies such Lender or the Administrative Agent may have against any Borrower
or any other Guarantor or the enforcement of any Lien or realization upon any
security such Lender or the Administrative Agent may at any time possess.

08.   UNCONDITIONAL OBLIGATION.  The Unconditional Guaranty set forth in this
Article 11 is an absolute, unconditional, continuing and irrevocable guaranty of
payment and performance and shall remain in full force and effect until the full
and final payment of the Guarantied Obligations without respect to future
changes in conditions, including change of law or any invalidity or irregularity
with respect to the issuance or assumption of any obligations (including,
without limitation, the Revolving Credit Notes and the Letter of Credit
Obligations) of or by any Borrower or any other Guarantor, or with respect to
the execution and delivery of any agreement (including,


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<PAGE>

without limitation, the Revolving Credit Notes and the other Facility Documents)
of any Borrower or any other Guarantor.

    Section 11.08.  ELECTION TO PERFORM OBLIGATIONS.  Any election by any of
the Guarantors to pay or otherwise perform any of the obligations of any
Borrower under the Revolving Credit Notes or under any of the other Facility
Documents, whether pursuant to this Article 11 or otherwise, shall not release
such Borrower from such obligations or any of its other obligations under the
Revolving Credit Notes or under any of the other Facility Documents.

    Section 11.09.  NO ELECTION.  The Administrative Agent shall have the right
to seek recourse against any one or more of the Guarantors to the fullest extent
provided for herein for such Guarantor's obligations under this Agreement
(including, without limitation, this Article 11) in respect of the Revolving
Credit Notes and the Letters of Credit.  No election to proceed in one form of
action or proceeding, or against any party, or on any obligation, shall
constitute a waiver of the Administrative Agent's right to proceed in any other
form of action or proceeding or against other parties unless such holder has
expressly waived such right in writing.  Specifically, but without limiting the
generality of the foregoing, no action or proceeding by any Lender or the
Administrative Agent against any Borrower under any document or instrument
evidencing obligations of such Borrower to such Lender or the Administrative
Agent shall serve to diminish the liability of any of the Guarantors under this
Agreement (including, without limitation, this Article 11) except to the extent
that such Lender finally and unconditionally shall have realized payment by such
action or proceeding, notwithstanding the effect of any such action or
proceeding upon any Guarantor's right of subrogation against such Borrower.

    Section 11.10.  SEVERABILITY.  Subject to Article 10 hereof and applicable
law, each of the rights and remedies granted under this Article 11 to the
Administrative Agent may be exercised by the Administrative Agent without notice
by the Administrative Agent to, or the consent of or any other action by, the
Administrative Agent, provided that each of the Guarantors will give each Lender
immediate notice of any exercise of rights and remedies by the Administrative
Agent under this Article 11.

    Section 11.11.  OTHER ENFORCEMENT RIGHTS.  The Administrative Agent may
proceed, as provided in Article 11 hereof, to protect and enforce the
Unconditional Guaranty by suit or suits or proceedings in equity, at law or in
bankruptcy, and whether for the specific performance of any covenant or
agreement contained herein (including, without limitation, in this Article 11)
or in execution or aid of any power herein granted; or for the recovery of
judgment for the obligations hereby guarantied or for the enforcement of any
other proper, legal or equitable remedy available under applicable law.  Each
Lender shall have, to the fullest extent permitted by law and this Agreement, a
right of set-off against, any and all credits and any and all other


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Property of any Guarantor, now or at any time whatsoever with, or in the
possession of, such holder, or anyone acting for such holder, as security for
any and all obligations of the Guarantors hereunder and such Lien shall be
deemed permitted for all purposes under Article 8 hereof.

    Section 11.12.  DELAY OR OMISSION; NO WAIVER.  No course of dealing on the
part of any Lender or the Administrative Agent and no delay or failure on the
part of any such Person to exercise any right hereunder (including, without
limitation, this Article 11) shall impair such right or operate as a waiver of
such right or otherwise prejudice such Person's rights, powers and remedies
hereunder.  Every right and remedy given by the Unconditional Guaranty or by law
to any Lender or the Administrative Agent may be exercised from time to time as
often as may be deemed expedient by such Person.

    Section 11.13.  RESTORATION OF RIGHTS AND REMEDIES.  If any Lender or the
Administrative Agent shall have instituted any proceeding to enforce any right
or remedy under the Unconditional Guaranty, under any Revolving Credit Note held
by such Lender, or under the Security Agreement, and such proceeding shall have
been discontinued or abandoned for any reason, or shall have been determined
adversely to such Lender or the Administrative Agent, then and in every such
case each such Lender, the Administrative Agent, each Borrower and each
Guarantor shall, except as may be limited or affected by any determination in
such proceeding, be restored severally and respectively to its respective former
positions hereunder and thereunder, and thereafter, subject as aforesaid, the
rights and remedies of such Lender or the Administrative Agent shall continue as
though no such proceeding had been instituted.

    Section 11.14.  CUMULATIVE REMEDIES. No remedy under this Agreement
(including, without limitation, this Article 11), the Revolving Credit Notes,
the Letters of Credit or any of the other Facility Documents is intended to be
exclusive of any other remedy, but each and every remedy shall be cumulative and
in addition to any and every other remedy given hereunder this Agreement
(including, without limitation, this Article 11), under the Revolving Credit
Notes, the Letters of Credit or under any of the other Facility Documents.

    Section 11.15.  SURVIVAL.  So long as the Guarantied Obligations shall not
have been fully and finally performed and indefeasibly paid, the obligations of
the Guarantors under this Article 11 shall survive the transfer and payment of
any Revolving Credit Note or Letter of Credit Obligation and the payment in full
of all the Revolving Credit Notes and Letter of Credit Obligations and the
expiration and termination of the Revolving Credit Commitments.

    Section 11.16.  NO SETOFF, COUNTERCLAIM OR WITHHOLDING; GROSS-UP.  Each
payment by a Guarantor shall be made without setoff or counterclaim and without


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withholding for or on account of any present or future Taxes imposed by any
Governmental Authority.  If any such withholding is so required, such Guarantor
shall make the withholding and pay the amount withheld to the appropriate
Governmental Authority before penalties attach thereto or interest accrues
thereon.

    Section 11.17.  PAYMENT IN APPLICABLE CURRENCY.  Any payment of a
Guarantied Obligation required to be made pursuant to this Agreement shall be
made in the currency in which such Guarantied Obligation is required to be made
pursuant to this Agreement, any Revolving Credit Note or any other Facility
Document.

15.                            THE ADMINISTRATIVE AGENT.

01.   APPOINTMENT, POWERS AND IMMUNITIES OF ADMINISTRATIVE AGENT.  Each Lender
hereby irrevocably (but subject to removal by the Required Lenders pursuant to
Section 12.09) appoints and authorizes the Administrative Agent to act as its
agent hereunder and under any other Facility Document with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and any other Facility Document, together with such other powers as
are reasonably incidental thereto.  The Administrative Agent shall have no
duties or responsibilities except those expressly set forth in this Agreement
and any other Facility Document, and shall not by reason of this Agreement be a
trustee for any Lender.  The Administrative Agent shall not be responsible to
the Lenders for any recitals, statements, representations or warranties made by
any Obligor or any officer or official of such Obligor or any other Person
contained in this Agreement or any other Facility Document, or in any
certificate or other document or instrument referred to or provided for in, or
received by any of them under, this Agreement or any other Facility Document, or
for the value, legality, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Facility Document or any other
document or instrument referred to or provided for herein or therein, for the
perfection or priority of any collateral security for the Revolving Credit Loans
or the Letters of Credit or for any failure by any Obligor to perform any of its
obligations hereunder or thereunder.  The Administrative Agent may employ agents
and attorneys-in-fact and shall not be responsible, except as to money or
securities received by it or its authorized agents, for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care.  Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall be liable or responsible for any action
taken or omitted to be taken by it or them hereunder or under any other Facility
Document or in connection herewith or therewith, except for its or their own
gross negligence or willful misconduct.

02.   RELIANCE BY ADMINISTRATIVE AGENT.  The Administrative Agent shall be
entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telex, telecopier, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or


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<PAGE>

Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative Agent.  The
Administrative Agent may deem and treat each Lender as the holder of the
Revolving Credit Loans made by it and the Letter of Credit Obligations
attributable to it for all purposes hereof unless and until a notice of the
assignment or transfer thereof satisfactory to the Administrative Agent signed
by such Lender shall have been furnished to the Administrative Agent but the
Administrative Agent shall not be required to deal with any Person who has
acquired a participation in any Revolving Credit Loan or Letter of Credit
Obligation from a Lender.  As to any matters not expressly provided for by this
Agreement or any other Facility Document, the Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder in
accordance with instructions signed by the Required Lenders, and such
instructions of the Required Lenders and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders and any other holder of
all or any portion of any Revolving Credit Loan or Letter of Credit Obligation.

03.   DEFAULTS.  The Administrative Agent shall not be deemed to have knowledge
of the occurrence of a Default or Event of Default (other than the non-payment
of principal of or interest on the Revolving Credit Loans and the Letter of
Credit Obligations to the extent the same is required to be paid to the
Administrative Agent for the account of the Lenders) unless the Administrative
Agent has received notice from a Lender or any Obligor specifying such Default
or Event of Default and stating that such notice is a "Notice of Default."  In
the event that the Administrative Agent receives such a notice of the occurrence
of a Default or Event of Default, the Administrative Agent shall give prompt
notice thereof to the Lenders (and shall give each Lender prompt notice of each
such non-payment).  The Administrative Agent shall (subject to Section 12.08)
take such action with respect to such Default or Event of Default which is
continuing as shall be directed by the Required Lenders; provided that, unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interest of the Lenders; and provided further that the Administrative
Agent shall not be required to take any such action which it determines to be
contrary to law.

04.   RIGHTS OF ADMINISTRATIVE AGENT AS A LENDER.  With respect to its
Revolving Credit Commitments and the Revolving Credit Loans made by it and the
Letter of Credit Obligations attributable to it, the Administrative Agent in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender and may exercise the same as though it were not acting as
the Administrative Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent in its capacity as
a Lender.  The Administrative Agent and its affiliates may (without having to
account therefor to any Lender) accept deposits from, lend money to (on a
secured or unsecured basis), and


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<PAGE>

generally engage in any kind of banking, trust or other business with, any
Consolidated Entity (and any of its affiliates) as if it were not acting as the
Administrative Agent, and the Administrative Agent may accept fees and other
consideration from any Consolidated Entity for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.
Although the Administrative Agent and its affiliates may in the course of such
relationships and relationships with other Persons acquire information about any
Obligor, its Affiliates and such other Persons, the Administrative Agent shall
have no duty to disclose such information to the Lenders.

05.   INDEMNIFICATION OF ADMINISTRATIVE AGENT.  The Lenders agree to indemnify
the Administrative Agent (to the extent not reimbursed under Section 13.03 or
under the applicable provisions of any other Facility Document, but without
limiting the obligations of the Obligors under Section 13.03 or such
provisions), ratably in accordance with the aggregate unpaid principal amount of
the Obligations held by the Lenders (without giving effect to any
participations, in all or any portion of such Obligations, sold by them to any
other Person) (or, if no Obligations are at the time outstanding, ratably in
accordance with their respective Revolving Credit Commitments), for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement, any other Facility Document or any
other documents contemplated by or referred to herein or the transactions
contemplated hereby or thereby (including, without limitation, the costs and
expenses which the Obligors are obligated to pay under Section 13.03 or under
the applicable provisions of any other Facility Document but excluding, unless a
Default or Event of Default has occurred, normal administrative costs and
expenses incident to the performance of its agency duties hereunder) or the
enforcement of any of the terms hereof or thereof or of any such other documents
or instruments; provided that no Lender shall be liable for any of the foregoing
to the extent they arise from the gross negligence or willful misconduct of the
party to be indemnified.

06.   DOCUMENTS.  The Administrative Agent will forward to each Lender,
promptly after the Administrative Agent's receipt thereof but in any event
within 10 days, a copy of each report, notice or other document required by this
Agreement or any other Facility Document to be delivered to the Administrative
Agent for such Lender.

07.   NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.  Each Lender
agrees that it has, independently and without reliance on the Administrative
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own credit analysis of the Consolidated Entities
and decision to enter into this Agreement and that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and


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<PAGE>

information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement or
any other Facility Document.  The Administrative Agent shall not be required to
keep itself informed as to the performance or observance by the Consolidated
Entities of this Agreement or any other Facility Document or any other document
referred to or provided for herein or therein or to inspect the Properties or
books of any Consolidated Entity.  Except for notices, reports and other
documents and information expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of any
Consolidated Entity (or any of its Affiliates) which may come into the
possession of the Administrative Agent or any of its affiliates.  The
Administrative Agent shall not be required to file this Agreement, any other
Facility Document or any document or instrument referred to herein or therein,
for record or give notice of this Agreement, any other Facility Document or any
document or instrument referred to herein or therein, to anyone.

08.   FAILURE OF ADMINISTRATIVE AGENT TO ACT.  Except for action expressly
required of the Administrative Agent hereunder, the Administrative Agent shall
in all cases be fully justified in failing or refusing to act hereunder unless
it shall have received further assurances (which may include cash collateral) of
the indemnification obligations of the Lenders under Section 12.05 in respect of
any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action.

09.   RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT.  Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving written notice
thereof to the Lenders and Micro Warehouse, and the Administrative Agent may be
removed at any time with or without cause by the Required Lenders; provided that
Micro Warehouse and the other Lenders shall be promptly notified thereof.  Upon
any such resignation or removal, the Required Lenders shall have the right to
appoint a successor Administrative Agent.  If no successor Administrative Agent
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent's giving
of notice of resignation or the Required Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be a bank
which has an office in New York, New York.  The Required Lenders or the retiring
Administrative Agent, as the case may be, shall upon the appointment of a
successor Administrative Agent promptly so notify Micro Warehouse and the other
Lenders.  Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and


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<PAGE>

the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Article 12
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.


    Section 12.10.  AMENDMENTS CONCERNING AGENCY FUNCTION.  The Administrative
Agent shall not be bound by any waiver, amendment, supplement or modification of
this Agreement or any other Facility Document which affects its duties hereunder
or thereunder unless it shall have given its prior consent thereto.

    Section 12.11.  LIABILITY OF ADMINISTRATIVE AGENT.  The Administrative
Agent shall not have any liabilities or responsibilities to any Consolidated
Entity on account of the failure of any Lender to perform its obligations
hereunder or to any Lender on account of the failure of any Consolidated Entity
to perform its obligations hereunder or under any other Facility Document.

    Section 12.12.  TRANSFER OF AGENCY FUNCTION.  Without the consent of the
Obligors or any Lender, the Administrative Agent may at any time or from time to
time transfer its functions as Administrative Agent hereunder to any of its
offices wherever located, provided that the Administrative Agent shall promptly
notify Micro Warehouse and the Lenders thereof.

    Section 12.13.  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.  Unless
the Administrative Agent shall have been notified by a Lender or Micro Warehouse
(either one as appropriate being the "Payor") prior to the date on which such
Lender is to make payment hereunder to the Administrative Agent of the proceeds
of a Revolving Credit Loan or any Borrower is to make payment to the
Administrative Agent, as the case may be (either such payment being a "Required
Payment"), which notice shall be effective upon receipt, that the Payor does not
intend to make the Required Payment to the Administrative Agent, the
Administrative Agent may assume that the Required Payment has been made and may,
in reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient on such date and, if the Payor has
not in fact made the Required Payment to the Administrative Agent, the recipient
of such payment (and, if such recipient is a Borrower and the Payor Lender fails
to pay the amount thereof to the Administrative Agent forthwith upon demand,
such Borrower) shall, on demand, repay to the Administrative Agent the amount
made available to it together with interest thereon for the period from the date
such amount was so made available by the Administrative Agent until the date the
Administrative Agent recovers such amount at a rate per annum equal to the
average daily Federal Funds Rate for such period.


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<PAGE>

    Section 12.14.  WITHHOLDING TAXES.  Each Lender represents that it will
furnish to the Administrative Agent such forms, certifications, statements and
other documents as the Administrative Agent may request from time to time to
evidence such Lender's exemption from the withholding of any tax imposed by any
jurisdiction to the extent an exemption is available or to enable the
Administrative Agent to comply with any applicable laws or regulations relating
thereto.  Without limiting the effect of the foregoing, if any Lender is not
created or organized under the laws of the United States of America or any state
thereof, in the event that the payment of interest by any Borrower is treated
for U.S. income tax purposes as derived in whole or in part from sources from
within the U.S., such Lender will furnish to the Administrative Agent Form 4224
or Form 1001 of the Internal Revenue Service, or such other forms,
certifications, statements or documents, duly executed and completed by such
Lender as evidence of such Lender's exemption from the withholding of U.S. tax
with respect thereto.  The Administrative Agent shall not be obligated to make
any payments hereunder to such Lender in respect of any Revolving Credit Loan or
such Lender's Revolving Credit Commitments until such Lender shall have
furnished to the Administrative Agent the requested form, certification,
statement or document.

    Section 12.15.  SEVERAL OBLIGATIONS AND RIGHTS OF LENDERS.  The failure of
any Lender to make any Revolving Credit Loan to be made by it on the date
specified therefor shall not relieve any other Lender of its obligation to make
its Revolving Credit Loan on such date, but no Lender shall be responsible for
the failure of any other Lender to make a Revolving Credit Loan to be made by
such other Lender.  The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and each Lender shall be entitled to
protect and enforce its rights arising out of this Agreement, and it shall not
be necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.

    Section 12.16.  PRO RATA TREATMENT OF REVOLVING CREDIT LOANS, ETC.  Except
to the extent otherwise provided: (a) each borrowing under Section 2.01 shall be
made from the Lenders, each reduction or termination of the amount of the
Revolving Credit Commitments under Section 2.06 shall be applied to the
Revolving Credit Commitments of the Lenders, and each payment of commitment fee
accruing under Section 2.09 shall be made for the account of the Lenders,
according to their Pro Rata Share; and (b) each prepayment and payment of
principal of or interest on Revolving Credit Loans shall be made to the
Administrative Agent for the account of the Lenders holding Revolving Credit
Loans pro rata in accordance with the respective unpaid principal amounts of
such Revolving Credit Loans held by such Lenders; and (c) each prepayment and
payment of fees under Section 3.09(a) and Letter of Credit Obligations shall be
made pro rata in accordance with the Pro Rata Share of the Lenders in the Letter
of Credit Obligations held by each of them.


                                          64

<PAGE>

    Section 12.17.  SHARING OF PAYMENTS AMONG LENDERS.  If a Lender shall
obtain payment of any Obligation owed to it through the exercise of any right of
setoff, banker's lien, counterclaim, or by any other means, it shall promptly
purchase from the other Lenders participations in (or, if and to the extent
specified by such Lender, direct interests in) the Obligations of the other
Lenders in such amounts, and make such other adjustments from time to time as
shall be equitable to the end that all the Lenders shall share the benefit of
such payment (net of any expenses which may be incurred by such Lender in
obtaining or preserving such benefit) pro rata in accordance with the amount of
Obligations held by each of them.  To such end the Lenders shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored.  Each
Obligor agrees that any Lender so purchasing a participation (or direct
interest) in the Obligations owed to the other Lenders may exercise all rights
of setoff, banker's lien, counterclaim or similar rights with respect to such
participation (or direct interest).  Nothing contained herein shall require any
Lender to exercise any such right or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to
any other indebtedness of any Consolidated Entity.


                                          65

<PAGE>

                              ARTICLE 13. MISCELLANEOUS.

    Section 13.01.  AMENDMENTS AND WAIVERS.  Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be amended or
modified only by an instrument in writing signed by Micro Warehouse, the
affected Borrowers, the Administrative Agent and the Required Lenders, or by
Micro Warehouse, the affected Borrowers and the Administrative Agent acting with
the consent of the Required Lenders and any provision of this Agreement may be
waived by the Required Lenders or by the Administrative Agent acting with the
consent of the Required Lenders; PROVIDED that no amendment, modification or
waiver shall, unless by an instrument signed by all of the Lenders or by the
Administrative Agent acting with the consent of all of the Lenders: (a) increase
or extend the term, or extend the time or waive any requirement for the
reduction or termination, of the Revolving Credit Commitments; (b) modify the
date fixed for the payment of principal of or interest on any Revolving Credit
Loan, any Letter of Credit Obligation or any fee payable hereunder; (c) reduce
the amount of any payment of principal thereof or the rate at which interest is
payable thereon or any fee payable hereunder; (d) alter the terms of this
Section 13.01; (e) amend the definition of the term "Required Lenders"; (f)
waive any of the conditions precedent set forth in Section 4.01 hereof; or (g)
discharge any Guarantor from its Unconditional Guaranty under Article 11 hereof;
and PROVIDED, FURTHER, that any amendment of Article 12 hereof or any amendment
which increases the obligations of the Administrative Agent hereunder shall
require the consent of the Administrative Agent.  No failure on the part of the
Administrative Agent or any Lender to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof or preclude any other or
further exercise thereof or the exercise of any other right.  The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

    Section 13.02.  USURY.  Anything herein to the contrary notwithstanding,
the obligations of the Borrowers under this Agreement, the Revolving Credit
Notes and the other Facility Documents shall be subject to the limitation that
payments of interest shall not be required to the extent that receipt thereof
would be contrary to provisions of law applicable to a Lender limiting rates of
interest which may be charged or collected by such Lender.

    Section 13.03.  EXPENSES.  Micro Warehouse (and, insofar it is responsible
for such expenses, each Obligor) shall reimburse the Administrative Agent on
demand for all reasonable costs, expenses and charges (including, without
limitation, reasonable fees and charges of external domestic and foreign legal
counsel for the Administrative Agent) in connection with the preparation of, and
any amendment, supplement, waiver or modification to (in each case, whether or
not consummated), this Agreement, any other Facility Document and any other
documents prepared in connection herewith or therewith.  Micro Warehouse (and,
insofar it is responsible for


                                          66

<PAGE>

such expenses, each Obligor) shall reimburse the Administrative Agent and each
Lender for all reasonable costs expenses and charges (including, without
limitation, reasonable fees and charges of external domestic and foreign legal
counsel for the Administrative Agent and each Lender) in connection with the
enforcement or preservation of any rights or remedies during the existence of an
Event of Default (including, without limitation, in connection with any
restructuring or insolvency or bankruptcy proceeding).  Micro Warehouse (and,
insofar as it is responsible for the indemnified liability in question, each
Obligor) agrees to indemnify the Administrative Agent and each Lender and their
respective directors, officers, employees and agent from, and hold each of them
harmless against, any and all losses, liabilities, claims, damages or expenses
incurred by any of them arising out of or by reason of any investigation or
litigation or other proceedings (including any threatened investigation or
litigation or other proceedings) relating to this Agreement or any other
Facility Document or to any actual or proposed use by any Borrower of the
proceeds of the Revolving Credit Loans or the Letters of Credit or to the
performance or enforcement of this Agreement or the other Facility Documents,
including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation or litigation or other
proceedings (but excluding any such losses, liabilities, claims, damages or
expenses incurred by reason of the negligence or wilful misconduct of the Person
to be indemnified).

    Section 13.04.  SURVIVAL.  The obligations of the Obligors under Sections
4.01, 4.05 and 13.03 shall survive the repayment of the Obligations and the
termination of the Revolving Credit Commitments.

    Section 13.05.  ASSIGNMENT; PARTICIPATIONS.

         (a)  This Agreement shall be binding upon, and shall inure to the
benefit of, Micro Warehouse, the Subsidiary Borrowers, the Subsidiary
Guarantors, the Administrative Agent, the Lenders and their respective
successors and assigns, except that none of the Obligors may not assign or
transfer their rights or obligations hereunder.  So long as any assignment or
participation by any Lender of its rights and obligations in respect of the
Letters of Credit shall require the prior consent of the Issuing Lender such
consent not to be unreasonably withheld, each Lender may assign, or sell
participations in, all or any part of any Obligation to another bank or other
entity, in which event (i) in the case of an assignment, upon notice thereof by
the Lender to Micro Warehouse with a copy to the Administrative Agent, the
assignee shall have, to the extent of such assignment (unless otherwise provided
therein), the same rights, benefits and obligations as it would have if it were
a Lender hereunder; and (ii) in the case of a participation, the participant
shall have no rights under the Facility Documents and all amounts payable by the
Borrowers under Articles 2 and 3 shall be determined as if such Lender had not
sold such participation.  The agreement executed by such Lender in favor of the
participant shall not give the participant the right to require such Lender to
take or omit to take any action


                                          67

<PAGE>

hereunder except action directly relating to (i) the extension of a payment date
with respect to any portion of the principal of or interest on any amount
outstanding hereunder allocated to such participant, (ii) the reduction of the
principal amount outstanding hereunder or (iii) the reduction of the rate of
interest payable on such amount or any amount of fees payable hereunder to a
rate or amount, as the case may be, below that which the participant is entitled
to receive under its agreement with such Lender.  Such Lender may furnish any
information concerning the Consolidated Entities in the possession of such
Lender from time to time to assignees and participants (including prospective
assignees and participants); provided that such Lender shall require any such
prospective assignee or such participant (prospective or otherwise) to agree in
writing to maintain the confidentiality of such information.  In connection with
any assignment pursuant to this paragraph (a), the assigning Lender shall pay
the Administrative Agent an administrative fee for processing such assignment in
the amount of $5,000.

           (b)   In addition to the assignments and participations permitted
under paragraph (a) above, any Lender may assign and pledge all or any portion
of its Revolving Credit Loans and Revolving Credit Notes to (i) any affiliate of
such Lender or (ii) any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
Operating Circular issued by such Federal Reserve Bank.  No such assignment
shall release the assigning Lender from its obligations hereunder.

      Section 13.06.  NOTICES.  Unless the party to be notified otherwise
notifies the other party in writing as provided in this Section, and except as
otherwise provided in this Agreement, notices shall be given to the
Administrative Agent by telephone, confirmed by telex, telecopy or other
writing, and to the Lenders and to the Obligors by ordinary mail or telecopier
addressed to such party at its address on the signature page of this Agreement.
Notices shall be effective: (a) if given by mail, 72 hours after deposit in the
mails with first class postage prepaid, addressed as aforesaid; and (b) if given
by telecopier, when the telecopy is transmitted to the telecopier number as
aforesaid; provided that notices to the Administrative Agent and the Lenders
shall be effective upon receipt.

      Section 13.07.  SETOFF.  Each Obligor agrees that, in addition to (and
without limitation of) any right of setoff, banker's lien or counterclaim a
Lender may otherwise have, each Lender shall be entitled, at its option, to
offset balances (general or special, time or demand, provisional or final) held
by it for the account of such Obligor at any of such Lender's offices, in
Dollars or in any other currency, against any amount payable by such Obligor to
such Lender under this Agreement, such Lender's Revolving Credit Notes, any
Letter of Credit or any other Facility Document which is not paid when due
(regardless of whether such balances are then due to such Obligor), in which
case it shall promptly notify such Obligor and the Administrative Agent thereof;
provided that such Lender's failure to give such notice


                                          68
<PAGE>

shall not affect the validity thereof.  Notwithstanding the foregoing, no Lender
shall have, and each Lender hereby waives, any right to offset balances held by
it for the account of Micro Warehouse but only so long as the State Street
Credit Agreement is in effect and amounts are outstanding thereunder.  Payments
by any Obligor hereunder shall be made without setoff or counterclaim.

      SECTION 13.08.  JURISDICTION; IMMUNITIES.  (a) EACH OF THE OBLIGORS
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY CONNECTICUT STATE OR
UNITED STATES FEDERAL COURT SITTING IN FAIRFIELD COUNTY OVER ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY REVOLVING CREDIT
NOTE, ANY LETTER OF CREDIT OR ANY OTHER FACILITY DOCUMENT, AND EACH OF THE
OBLIGORS HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CONNECTICUT STATE OR FEDERAL
COURT.  EACH OF THE OBLIGORS DESIGNATES AND APPOINTS MICRO WAREHOUSE, INC., 535
CONNECTICUT AVENUE, NORWALK, CONNECTICUT 06854 AS ITS AGENT TO RECEIVE ON ITS
BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH
SERVICE BEING HEREBY ACKNOWLEDGED BY EACH OBLIGOR TO BE EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT.  A COPY OF SUCH PROCESS SO SERVED SHALL BE MAILED TO
THE APPLICABLE OBLIGOR AT ITS ADDRESS SPECIFIED IN SECTION 13.06 EXCEPT ANY
FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.
EACH OF THE OBLIGORS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  EACH OF THE
OBLIGORS FURTHER WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION
TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS.

           (b)   EACH OF THE OBLIGORS WAIVES ANY RIGHT IT MAY HAVE TO JURY
TRIAL.  THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY EACH OF
THE OBLIGORS AND SUCH OBLIGOR ACKNOWLEDGES THAT NO PERSON ACTING ON BEHALF OF
ANOTHER PARTY TO THIS AGREEMENT HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.
EACH OF THE OBLIGORS FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS
HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN
THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE
WILL AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

           (c)   TO INDUCE THE LENDERS TO ENTER INTO THE COMMERCIAL LOAN
TRANSACTION EVIDENCED BY THE FACILITY DOCUMENTS, EACH OF THE


                                          69
<PAGE>

OBLIGORS AGREES THAT THE SAID TRANSACTION IS COMMERCIAL AND NOT A CONSUMER
TRANSACTION AND WAIVES ANY RIGHT TO NOTICE OF AND HEARING OF THE RIGHTS OF THE
ADMINISTRATIVE AGENT AND THE LENDERS UNDER CHAPTER 903a OF THE CONNECTICUT
GENERAL STATUTES, REVISIONS OF 1958, AS AMENDED, OR OTHER STATUTE OR STATUTES
AFFECTING PREJUDGMENT REMEDIES AND AUTHORIZES THE ADMINISTRATIVE AGENT'S OR ANY
LENDER'S ATTORNEY TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER,
PROVIDED THAT THE COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER.

           (d)   Nothing in this Section 13.08 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by law or affect the right of the Administrative Agent or any Lender
to bring any action or proceeding against any Obligor or its Property in the
courts of any other jurisdictions.

           (e)   To the extent that any Obligor has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
from service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its Property, such
Obligor hereby irrevocably waives such immunity in respect of its obligations
under this Agreement, the Revolving Credit Notes, the Letters of Credit and the
other Facility Documents.

      Section 13.09.  TABLE OF CONTENTS; HEADINGS.  Any table of contents and
the headings and captions hereunder are for convenience only and shall not
affect the interpretation or construction of this Agreement.


      Section 13.10.  SEVERABILITY.  The provisions of this Agreement are
intended to be severable.  If for any reason any provision of this Agreement
shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without in any manner affecting the validity
or enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.  Without limiting the foregoing, to the extent that
mandatory and non-waivable provisions of applicable law (including but not
limited to any applicable laws pertaining to fraudulent conveyance and any
applicable business corporation laws (including (x) in the case of Micro
Warehouse (Deutschland) GmbH, Section 30 of the German Act on Limited Liability
Companies, (y) in the case of Micro Warehouse Finland OY, the Finnish Companies
Act (734/78, as amended) and (z) in the case of Micro Warehouse Norway AS,
applicable Norwegian law)) otherwise would render the full amount of any
Obligor's obligations under this Agreement and under the other Facility
Documents invalid or unenforceable such Obligor's obligations under this
Agreement and under the other Facility Documents shall be limited to the maximum
amount which does not result in such invalidity or unenforceability.


                                          70
<PAGE>

      Section 13.11.  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any party hereto may execute this Agreement by signing any
such counterpart.

      Section 13.12.  INTEGRATION.  The Facility Documents set forth the entire
agreement among the parties hereto relating to the transactions contemplated
thereby and supersede any prior oral or written statements or agreements with
respect to such transactions.

      SECTION 13.13.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CONNECTICUT.  EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF
NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE,
PUBLICATION NO. 500 (THE "UCP") AND AS TO MATTERS NOT GOVERNED BY THE UCP, THE
LAWS OF THE STATE OF CONNECTICUT.

      Section 13.14.  CONFIDENTIALITY.  Each Lender and the Administrative
Agent agrees (on behalf of itself and each of its affiliates, directors,
officers, employees and representatives) to use reasonable precautions to keep
confidential, in accordance with safe and sound banking practices, any non-
public information supplied to it by any Consolidated Entity pursuant to this
Agreement which is identified by such Consolidated Entity as being confidential
at the time the same is delivered to the Lenders or the Administrative Agent,
provided that nothing herein shall limit the disclosure of any such information
(i) to the extent required by statute, rule, regulation or judicial process,
(ii) to counsel for any of the Lenders or the Administrative Agent, (iii) to
bank examiners, auditors or accountants, (iv) in connection with any litigation
to which any one or more of the Lenders is a party or (v) to any assignee or
participant (or prospective assignee or participant) so long as such assignee or
participant (or prospective assignee or participant) agrees to use reasonable
precautions to keep such information confidential; and provided finally that in
no event shall any Lender or the Administrative Agent be obligated or required
to return any materials furnished by such Consolidated Entity.

      Section 13.15.  TREATMENT OF CERTAIN INFORMATION.  Each of the Obligors
(a) acknowledges that services may be offered or provided to it (in connection
with this Agreement or otherwise) by each Lender or by one or more of their
respective subsidiaries or affiliates and (b) acknowledges that information
delivered to each Lender by any Consolidated Entity may be provided to each such
subsidiary and affiliate.


                                          71
<PAGE>

      Section 13.16.  JUDGMENT CURRENCY.  The obligations of each Obligor under
this Agreement, the Revolving Credit Notes, the Letters of Credit and the other
Facility Documents to make payments in Dollars or in any Alternative Currency
(the "Obligation Currency") shall not be discharged or satisfied by any tender
or recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery results in the effective receipt by the Administrative Agent or a
Lender of the full amount of the Obligation Currency expressed to be payable to
them under this Agreement, the Revolving Credit Notes, the Letters of Credit and
the other Facility Documents.  If for the purpose of obtaining or enforcing
judgment against any Obligor in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the "Judgment
Currency") an amount due in the Obligation Currency, the conversion shall be
made, at the Alternative Currency Equivalent or Dollar Equivalent, in the case
of any Alternative Currency or Dollars, and, in the case of other currencies,
the rate of exchange (as quoted by the Administrative Agent or if the
Administrative Agent does not quote a rate of exchange on such currency, by a
known dealer in such currency designated by the Administrative Agent)
determined, in each case, as on the day immediately preceding the day on which
the judgment is given (such Banking Day being hereinafter referred to as the
"Judgment Currency Conversion Date").

           (b)   If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, each Obligor covenants and agrees to pay such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to
ensure that the amount paid in the Judgment Currency, when converted at the rate
of exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with the amount of Judgment
Currency stipulated in the judgment or judicial award at the rate of exchange
prevailing on the Judgment Currency Conversion Date.

           (c)   For purposes of determining the Alternative Currency
Equivalent or Dollar Equivalent or rate of exchange for this Section 13.16, such
amount shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.

      Section 13.17.  FRENCH SUBSIDIARIES.  Notwithstanding anything to the
contrary contained herein, none of Micro Warehouse France SARL, T.D. S.A. and
T.D. 2 S.A. shall be obligated under this Agreement and the other Facility
Documents (and the Revolving Credit Note of Micro Warehouse France SARL shall
not be issued) until such time as the approval of its stockholder shall be
obtained in accordance with applicable French law and all representations and
warranties under Article 6 hereof shall be true and correct.


                                          72
<PAGE>


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


Address for Notices:                   MICRO WAREHOUSE, INC.

535 Connecticut Avenue
Norwalk, Connecticut 06854             By:_______________________________
Telephone No.: (203) 899-4000              Name:
Telecopier No.: (203) 899-4203             Title:
Attention: Chief Financial Officer
Attention:  General Manager

                                       SUBSIDIARY BORROWERS:

Address for Notices:                   MICRO WAREHOUSE FINLAND OY

Oy Hiomotie 63
Takomotie 5                            By:_______________________________
00389 Helsinki                             Name:
Finland                                    Title:
Telephone No.: 011-35-80506-1355
Telecopier No.: 011-35-80506-1335
Attention: General Manager


Address for Notices:                   MICRO WAREHOUSE SWEDEN AB

Midskogsgrand 1
S-115 43 Stockholm                     By:_______________________________
Sweden                                     Name:
Telephone No.: 011-46-8664-4650            Title:
Telecopier No.: 011-46-8664-4668
Attention: General Manager


                         [SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>

Address for Notices:                   MICRO WAREHOUSE HOLDING B.V.

GSA Business Center B.V.
Prof. Lorenziann 3A                    By:_______________________________
3701 CA ZEIST                              Name:
Telephone No.: 011-31-34043-6200           Title:
Telecopier No.: 011-31-34043-3248
Attention: General Manager


Address for Notices:                   MICRO WAREHOUSE NORWAY AS

Waldemar Thranesgate 98
Oslo, Norway                           By:_______________________________
Telephone No.: 011-47-2255-4536            Name:
Telecopier No.: 011-47-2255-4150           Title:
Attention: General Manager


Address for Notices:                   MICRO WAREHOUSE DENMARK APS

GAASEAGERVEJ #12
DK8260, EGGA                           By:_______________________________
Denmark                                    Name:
Telephone No.: 011-45-8622-8366            Title:
Telecopier No.: 011-45-8622-7596
Attention: General Manager


Address for Notices:                   MICRO WAREHOUSE LIMITED

Unit 6, Wolsey Park
Tolpits Lane                           By:_______________________________
Wetford Herts WD18QP                       Name:
Telephone No.: 011-441-192321-1277         Title:
Telecopier No.: 011-441-192323-4112
Attention: General Manager


                         [SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
Address for Notices:                   MICRO WAREHOUSE FRANCE SARL

Techno Direct
6 Boulevard Henri Sollier              By:_______________________________
92150 Sureanes                             Name:
Telephone No.: 011-33-14099-2847           Title:
Telecopier No.: 011-33-14099-2888
Attention: General Manager


Address for Notices:                   MICRO WAREHOUSE (DEUTSCHLAND)
                                        GMBH
Odenwaldatrasse 1
63283 Neu-isenburg
Deutschland                            By:_______________________________
Telephone No.: 011-49-6102-705110          Name:
Telecopier No.: 011-49-6102-705200         Title:
Attention: General Manager


Address for Notices:                   MICRO WAREHOUSE JAPAN, INC.

Mitsuhashi No. 2 Bldg. 2F
1-13-27 Okada, Atsugi-shi              By:_______________________________
Kanagawa 243                               Name:
Japan                                      Title:
Telephone No.: 011-81-4-6228-0812
Telecopier No.: 011-81-4-6228-2212
Attention: General Manager


                                       SUBSIDIARY GUARANTORS:

Address for Notices:                   CORPORATE SOFTWARE AB

Midskogsgrand 1
S-115 43 Stockholm                     By:_______________________________
Sweden                                     Name:
Telephone No.: 011-46-8664-4650            Title:
Telecopier No.: 011-46-8664-4668
Attention: General Manager


                         [SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
Address for Notices:                   MICRO WAREHOUSE CANADA, INC.

651 Queen Street East
Toronto, Ontario                       By:_______________________________
Canada M4M 1G4                             Name:
Telephone No.: 416-466-8107                Title:
Telecopier No.: 416-466-7390
Attention: General Manager

Address for Notices:                   MICRO WAREHOUSE, INC. OF OHIO

535 Connecticut Avenue
Norwalk, Connecticut 06854             By:_______________________________
Telephone No.: (203) 899-4000              Name:
Telecopier No.: (203) 899-4203             Title:
Attention: Chief Financial Officer


Address for Notices:                   MICRO WAREHOUSE, INC. OF NEW JERSEY

535 Connecticut Avenue
Norwalk, Connecticut 06854             By:_______________________________
Telephone No.: (203) 899-4000              Name:
Telecopier No.: (203) 899-4203             Title:
Attention: Chief Financial Officer


Address for Notices:                   MICRO WAREHOUSE INTERNATIONAL, INC.

535 Connecticut Avenue
Norwalk, Connecticut 06854             By:_______________________________
Telephone No.: (203) 899-4000              Name:
Telecopier No.: (203) 899-4203             Title:
Attention: Chief Financial Officer

                         [SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
Address for Notices:                   T.D. SA

Techno Direct
6 Boulevard Henri Sollier              By:_______________________________
92150 Sureanes                             Name:
Telephone No.: 011-33-14099-2847           Title:
Telecopier No.: 011-33-14099-2888
Attention: General Manager


Address for Notices:                   T.D. 2 SA

Techno Direct
6 Boulevard Henri Sollier              By:_______________________________
92150 Sureanes                             Name:
Telephone No.: 011-33-14099-2847           Title:
Telecopier No.: 011-33-14099-2888
Attention: General Manager


Address for Notices:                   MICRO WAREHOUSE, S de R.L. de C.V.

Circuito Noveliatas 129-106
Ciudad Satelite                        By:_______________________________
Nauoalpan                                  Name:
Estado de Mexico C.P.  53100               Title:
Telephone No.: 011-52-5672-3119
Telecopier No.: 011-52-5393-4777
Attention: General Manager


Address for Notices:                   MICRO WAREHOUSE (AUSTRALIA) PTY
                                        LIMITED

Private Bag 1 Unit 2
2/11 Artisan Road                      By:_______________________________
Seven Hills NSW 2147                     Name:
Australia                                Title:
Telephone No.: 011-61-2838-8388
Telecopier No.: 011-61-2838-7875
Attention: General Manager


                         [SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>

                                       ADMINISTRATIVE AGENT:
                                       THE CHASE MANHATTAN BANK
                                       (NATIONAL ASSOCIATION)




                                       By_____________________________________
                                           Name:
                                           Title:

                                       Address for Notices:

                                       New York Agency
                                       4 Chase Metrotech Center
                                       Brooklyn, New York 11245

                                       with a copy to:
                                       999 Broad Street
                                       Bridgeport, CT 06604
                                       Attn: Karim T. Assef
                                       Telecopier No.: (203)382-6573


                         [SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>



                                       LENDERS:
                                       THE CHASE MANHATTAN BANK
                                         (NATIONAL ASSOCIATION)










                                       By_____________________________________
                                         Name:
                                         Title:


                                       Lending Office for Variable Rate Loans:

                                       1 Chase Manhattan Plaza
                                       New York, New York 10081

                                       Lending Office for Eurocurrency Loans:

                                       Nassau Branch c/o
                                       Eurocurrency Operations
                                       4 Chase Metrotech Center
                                       Brooklyn, New York 11245

                                       Address for Notices:

                                       999 Broad Street
                                       Bridgeport, CT 06604
                                       Attn: Karim T. Assef
                                       Telecopier No.: (203) 382-6573


                         [SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>

                                                                       Exhibit A

                                REVOLVING CREDIT NOTE



$25,000,000                                                Norwalk, Connecticut
                                                                  July 25, 1995


    For value received, MICRO WAREHOUSE, INC., a corporation organized under
the laws of the State of Delaware (the "Borrower"), hereby promises to pay to
the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at
the principal office of The Chase Manhattan Bank (National Association) at 1
Chase Manhattan Plaza, New York, New York 10081, as agent for the Lender (in
such capacity, together with its successors in such capacity, the
"Administrative Agent"), for the account of the appropriate Lending Office of
the Lender, the principal sum of Twenty Five Million Dollars ($25,000,000), or
in the case of Eurocurrency Loans denominated in an Alternative Currency, the
outstanding principal sum of such Eurocurrency Loans in such Alternative
Currency or, if less, the amount loaned by the Lender to the Borrower pursuant
to the Credit Agreement referred to below, in immediately available funds, on
the date(s) and in the manner provided in the Credit Agreement referred to
below.  The Borrower also promises to pay interest on the unpaid principal
balance hereof, for the period such balance is outstanding, at said principal
office for the account of said Lending Office, in like money, at the rates of
interest as provided in the Credit Agreement described below, on the date(s) and
in the manner provided in said Credit Agreement.

    The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

    This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among the Borrower, each of the Subsidiaries of
the Borrower (each of the foregoing entities other than the Borrower and the
Foreign


                                          2
<PAGE>

Subsidiaries, the "Guarantors"), each of the lenders which is signatory thereto
(including the Lender) and the Administrative Agent and evidences the Revolving
Credit Loans made by the Lender to the Borrower thereunder which shall, in the
aggregate amount among all such Revolving Credit Notes, not exceed $25,000,000.
The Borrower shall have the right to make prepayments of principal at any time
subject to the limitations contained in Section 2.05 of the Credit Agreement.
All terms not defined herein shall have the meanings given to them in the Credit
Agreement.

    The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

    The Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

    All obligations evidenced by this Revolving Credit Note are guarantied by
the Guarantors pursuant to Article 11 of the Credit Agreement.

    This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                       MICRO WAREHOUSE, INC.


                                       By:_______________________________
                                           Name:
                                           Title:


                                          3

<PAGE>

          Amount of Loan (as
       applicable, in Dollars or    Amount of       Balance       Notation
Date     Alternative Currency)       Payment      Outstanding        By
----   -------------------------    ---------     -----------     ---------
<PAGE>

                                REVOLVING CREDIT NOTE



$4,500,000



    For value received, MICRO WAREHOUSE LIMITED, a limited liability company
organized under the laws of England and Wales (the "Borrower"), hereby promises
to pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the
"Lender") at the principal office of The Chase Manhattan Bank (National
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, as agent for
the Lender (in such capacity, together with its successors in such capacity, the
"Administrative Agent"), for the account of the appropriate Lending Office of
the Lender, the principal sum of Four Million Five Hundred Thousand Dollars
($4,500,000), or in the case of Eurocurrency Loans denominated in an Alternative
Currency, the outstanding principal sum of such Eurocurrency Loans in such
Alternative Currency or, if less, the amount loaned by the Lender to the
Borrower pursuant to the Credit Agreement referred to below, in immediately
available funds, on the date(s) and in the manner provided in the Credit
Agreement referred to below.  The Borrower also promises to pay interest on the
unpaid principal balance hereof, for the period such balance is outstanding, at
said principal office for the account of said Lending Office, in like money, at
the rates of interest as provided in the Credit Agreement described below, on
the date(s) and in the manner provided in said Credit Agreement.

    The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

    This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower and Micro Warehouse Denmark APS, the
"Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative

<PAGE>

Agent and evidences the Revolving Credit Loans made by the Lender to the
Borrower thereunder which shall, in the aggregate amount among all such
Revolving Credit Notes, not exceed $4,500,000.  The Borrower shall have the
right to make prepayments of principal at any time subject to the limitations
contained in Section 2.05 of the Credit Agreement.  All terms not defined herein
shall have the meanings given to them in the Credit Agreement.

    The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

    The Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

    All obligations evidenced by this Revolving Credit Note are guarantied by
the Guarantors pursuant to Article 11 of the Credit Agreement.

    This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                  MICRO WAREHOUSE LIMITED

                                  By:______________________________________
                                  Name:
                                  Title:


                                     2

<PAGE>

          Amount of Loan (as
       applicable, in Dollars or    Amount of       Balance       Notation
Date     Alternative Currency)       Payment      Outstanding        By
----   -------------------------    ---------     -----------     ---------
<PAGE>

                                REVOLVING CREDIT NOTE



$1,500,000


       For value received, MICRO WAREHOUSE NORWAY AS, a corporation organized
under the laws of Norway (the "Borrower"), hereby promises to pay to the order
of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the
principal office of The Chase Manhattan Bank (National Association) at 1 Chase
Manhattan Plaza, New York, New York 10081, as agent for the Lender (in such
capacity, together with its successors in such capacity, the "Administrative
Agent"), for the account of the appropriate Lending Office of the Lender, the
principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), or in
the case of Eurocurrency Loans denominated in an Alternative Currency, the
outstanding principal sum of such Eurocurrency Loans in such Alternative
Currency or, if less, the amount loaned by the Lender to the Borrower pursuant
to the Credit Agreement referred to below, in immediately available funds, on
the date(s) and in the manner provided in the Credit Agreement referred to
below.  The Borrower also promises to pay interest on the unpaid principal
balance hereof, for the period such balance is outstanding, at said principal
office for the account of said Lending Office, in like money, at the rates of
interest as provided in the Credit Agreement described below, on the date(s) and
in the manner provided in said Credit Agreement.

       The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

       This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower and Micro Warehouse Denmark APS, the
"Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative Agent and evidences the Revolving Credit Loans
made by the Lender to the Borrower

<PAGE>

thereunder which shall, in the aggregate amount among all such Revolving Credit
Notes, not exceed $1,500,000.  The Borrower shall have the right to make
prepayments of principal at any time subject to the limitations contained in
Section 2.05 of the Credit Agreement.  All terms not defined herein shall have
the meanings given to them in the Credit Agreement.

       The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

       The Borrower waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Revolving Credit Note.

       All obligations evidenced by this Revolving Credit Note are guarantied
by the Guarantors pursuant to Article 11 of the Credit Agreement.

       This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                       MICRO WAREHOUSE NORWAY AS


                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                          2
<PAGE>

          Amount of Loan (as
       applicable, in Dollars or    Amount of       Balance       Notation
Date     Alternative Currency)       Payment      Outstanding        By
----   -------------------------    ---------     -----------     ---------
<PAGE>

                                REVOLVING CREDIT NOTE



$1,250,000


       For value received, MICRO WAREHOUSE FINLAND OY, a corporation organized
under the laws of the Republic of Finland (the "Borrower"), hereby promises to
pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the
"Lender") at the principal office of The Chase Manhattan Bank (National
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, as agent for
the Lender (in such capacity, together with its successors in such capacity, the
"Administrative Agent"), for the account of the appropriate Lending Office of
the Lender, the principal sum of One Million Two Hundred Fifty Thousand Dollars
($1,250,000), or in the case of Eurocurrency Loans denominated in an Alternative
Currency, the outstanding principal sum of such Eurocurrency Loans in such
Alternative Currency or, if less, the amount loaned by the Lender to the
Borrower pursuant to the Credit Agreement referred to below, in immediately
available funds, on the date(s) and in the manner provided in the Credit
Agreement referred to below.  The Borrower also promises to pay interest on the
unpaid principal balance hereof, for the period such balance is outstanding, at
said principal office for the account of said Lending Office, in like money, at
the rates of interest as provided in the Credit Agreement described below, on
the date(s) and in the manner provided in said Credit Agreement.

       The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

       This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower and Micro Warehouse Denmark APS, the
"Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative

<PAGE>

Agent and evidences the Revolving Credit Loans made by the Lender to the 
Borrower thereunder which shall, in the aggregate amount among all such 
Revolving Credit Notes, not exceed $1,250,000.  The Borrower shall have the 
right to make prepayments of principal at any time subject to the limitations 
contained in Section 2.05 of the Credit Agreement. All terms not defined 
herein shall have the meanings given to them in the Credit Agreement.

       The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

       The Borrower waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Revolving Credit Note.

       All obligations evidenced by this Revolving Credit Note are guarantied
by the Guarantors pursuant to Article 11 of the Credit Agreement.

       This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                    MICRO WAREHOUSE FINLAND OY


                                    By:______________________________________
                                        Name:
                                        Title:


                                          2
<PAGE>

          Amount of Loan (as
       applicable, in Dollars or    Amount of       Balance       Notation
Date     Alternative Currency)       Payment      Outstanding        By
----   -------------------------    ---------     -----------     ---------
<PAGE>

                                REVOLVING CREDIT NOTE

$1,000,000


       For value received, MICRO WAREHOUSE SWEDEN AB, a corporation organized
under the laws of the Kingdom of Sweden (the "Borrower"), hereby promises to pay
to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender")
at the principal office of The Chase Manhattan Bank (National Association) at 1
Chase Manhattan Plaza, New York, New York 10081, as agent for the Lender (in
such capacity, together with its successors in such capacity, the
"Administrative Agent"), for the account of the appropriate Lending Office of
the Lender, the principal sum of One Million Dollars ($1,000,000), or in the
case of Eurocurrency Loans denominated in an Alternative Currency, the
outstanding principal sum of such Eurocurrency Loans in such Alternative
Currency or, if less, the amount loaned by the Lender to the Borrower pursuant
to the Credit Agreement referred to below, in immediately available funds, on
the date(s) and in the manner provided in the Credit Agreement referred to
below.  The Borrower also promises to pay interest on the unpaid principal
balance hereof, for the period such balance is outstanding, at said principal
office for the account of said Lending Office, in like money, at the rates of
interest as provided in the Credit Agreement described below, on the date(s) and
in the manner provided in said Credit Agreement.

       The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

       This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower and Micro Warehouse Denmark APS, the
"Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative Agent and evidences the Revolving Credit Loans
made by the Lender to the Borrower
<PAGE>

thereunder which shall, in the aggregate amount among all such Revolving Credit
Notes, not exceed $1,000,000.  The Borrower shall have the right to make
prepayments of principal at any time subject to the limitations contained in
Section 2.05 of the Credit Agreement.  All terms not defined herein shall have
the meanings given to them in the Credit Agreement.

     The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

     The Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

     All obligations evidenced by this Revolving Credit Note are guarantied by
the Guarantors pursuant to Article 11 of the Credit Agreement.

     This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                        MICRO WAREHOUSE SWEDEN AB



                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


                                        2

<PAGE>


             Amount of Loan (as
          applicable, in Dollars or     Amount of      Balance       Notation
  Date      Alternative Currency)        Payment     Outstanding        By
  ----    -------------------------     ---------    -----------     --------

<PAGE>



                              REVOLVING CREDIT NOTE


$4,000,000


     For value received, MICRO WAREHOUSE HOLDING B.V., a company with limited
liability organized under the laws of The Netherlands (the "Borrower"), hereby
promises to pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
(the "Lender") at the principal office of The Chase Manhattan Bank (National
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, as agent for
the Lender (in such capacity, together with its successors in such capacity, the
"Administrative Agent"), for the account of the appropriate Lending Office of
the Lender, the principal sum of Four Million Dollars ($4,000,000), or in the
case of Eurocurrency Loans denominated in an Alternative Currency, the
outstanding principal sum of such Eurocurrency Loans in such Alternative
Currency or, if less, the amount loaned by the Lender to the Borrower pursuant
to the Credit Agreement referred to below, in immediately available funds, on
the date(s) and in the manner provided in the Credit Agreement referred to
below.  The Borrower also promises to pay interest on the unpaid principal
balance hereof, for the period such balance is outstanding, at said principal
office for the account of said Lending Office, in like money, at the rates of
interest as provided in the Credit Agreement described below, on the date(s) and
in the manner provided in said Credit Agreement.

     The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

     This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower and Micro Warehouse Denmark APS, the
"Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative Agent and evidences the Revolving Credit Loans
made by the Lender to the Borrower

<PAGE>

thereunder which shall, in the aggregate amount among all such Revolving Credit
Notes, not exceed $4,000,000.  The Borrower shall have the right to make
prepayments of principal at any time subject to the limitations contained in
Section 2.05 of the Credit Agreement.  All terms not defined herein shall have
the meanings given to them in the Credit Agreement.

     The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

     The Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

     All obligations evidenced by this Revolving Credit Note are guarantied by
the Guarantors pursuant to Article 11 of the Credit Agreement.

     This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                        MICRO WAREHOUSE HOLDING B.V.



                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


                                        2


<PAGE>

             Amount of Loan (as
          applicable, in Dollars or     Amount of      Balance       Notation
  Date      Alternative Currency)        Payment     Outstanding        By
  ----    -------------------------     ---------    -----------     --------


<PAGE>



                              REVOLVING CREDIT NOTE

$1,000,000


     For value received, MICRO WAREHOUSE DENMARK APS, a corporation organized
under the laws of the Kingdom of Denmark (the "Borrower"), hereby promises to
pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the
"Lender") at the principal office of The Chase Manhattan Bank (National
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, as agent for
the Lender (in such capacity, together with its successors in such capacity, the
"Administrative Agent"), for the account of the appropriate Lending Office of
the Lender, the principal sum of One Million Dollars ($1,000,000), or in the
case of Eurocurrency Loans denominated in an Alternative Currency, the
outstanding principal sum of such Eurocurrency Loans in such Alternative
Currency or, if less, the amount loaned by the Lender to the Borrower pursuant
to the Credit Agreement referred to below, in immediately available funds, on
the date(s) and in the manner provided in the Credit Agreement referred to
below.  The Borrower also promises to pay interest on the unpaid principal
balance hereof, for the period such balance is outstanding, at said principal
office for the account of said Lending Office, in like money, at the rates of
interest as provided in the Credit Agreement described below, on the date(s) and
in the manner provided in said Credit Agreement.

     The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

     This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower, the "Guarantors"), each of the lenders which
is signatory thereto (including the Lender) and the Administrative Agent and
evidences the Revolving Credit Loans made by the Lender to the Borrower
thereunder which shall, in the

<PAGE>

aggregate amount among all such Revolving Credit Notes, not exceed $1,000,000.
The Borrower shall have the right to make prepayments of principal at any time
subject to the limitations contained in Section 2.05 of the Credit Agreement.
All terms not defined herein shall have the meanings given to them in the Credit
Agreement.

     The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

     The Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

     All obligations evidenced by this Revolving Credit Note are guarantied by
the Guarantors pursuant to Article 11 of the Credit Agreement.

     This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                        MICRO WAREHOUSE DENMARK APS



                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


                                        2

<PAGE>


             Amount of Loan (as
          applicable, in Dollars or     Amount of      Balance       Notation
  Date      Alternative Currency)        Payment     Outstanding        By
  ----    -------------------------     ---------    -----------     --------

<PAGE>



                              REVOLVING CREDIT NOTE


$6,000,000


     For value received, MICRO WAREHOUSE FRANCE SARL, a societe a responsabilite
limitee organized under the laws of France (the "Borrower"), hereby promises to
pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the
"Lender") at the principal office of The Chase Manhattan Bank (National
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, as agent for
the Lender (in such capacity, together with its successors in such capacity, the
"Administrative Agent"), for the account of the appropriate Lending Office of
the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the
case of Eurocurrency Loans denominated in an Alternative Currency, the
outstanding principal sum of such Eurocurrency Loans in such Alternative
Currency or, if less, the amount loaned by the Lender to the Borrower pursuant
to the Credit Agreement referred to below, in immediately available funds, on
the date(s) and in the manner provided in the Credit Agreement referred to
below.  The Borrower also promises to pay interest on the unpaid principal
balance hereof, for the period such balance is outstanding, at said principal
office for the account of said Lending Office, in like money, at the rates of
interest as provided in the Credit Agreement described below, on the date(s) and
in the manner provided in said Credit Agreement.

     The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

     This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower and Micro Warehouse Denmark APS, the
"Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative Agent and evidences the Revolving Credit Loans
made by the Lender to the Borrower

<PAGE>

thereunder which shall, in the aggregate amount among all such Revolving 
Credit Notes, not exceed $6,000,000.  The Borrower shall have the right to 
make prepayments of principal at any time subject to the limitations 
contained in Section 2.05 of the Credit Agreement.  All terms not defined 
herein shall have the meanings given to them in the Credit Agreement.

     The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

     The Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

     All obligations evidenced by this Revolving Credit Note are guarantied by
the Guarantors pursuant to Article 11 of the Credit Agreement.

     This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                        MICRO WAREHOUSE FRANCE SARL



                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


                                        2

<PAGE>


             Amount of Loan (as
          applicable, in Dollars or     Amount of      Balance       Notation
  Date      Alternative Currency)        Payment     Outstanding        By
  ----    -------------------------     ---------    -----------     --------

<PAGE>



                              REVOLVING CREDIT NOTE


$4,000,000


     For value received, MICRO WAREHOUSE (DEUTSCHLAND) GMBH, a limited liability
company organized under the laws of the Federal Republic of Germany (the
"Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase
Manhattan Bank (National Association) at 1 Chase Manhattan Plaza, New York, New
York 10081, as agent for the Lender (in such capacity, together with its
successors in such capacity, the "Administrative Agent"), for the account of the
appropriate Lending Office of the Lender, the principal sum of Four Million
Dollars ($4,000,000), or in the case of Eurocurrency Loans denominated in an
Alternative Currency, the outstanding principal sum of such Eurocurrency Loans
in such Alternative Currency or, if less, the amount loaned by the Lender to the
Borrower pursuant to the Credit Agreement referred to below, in immediately
available funds, on the date(s) and in the manner provided in the Credit
Agreement referred to below.  The Borrower also promises to pay interest on the
unpaid principal balance hereof, for the period such balance is outstanding, at
said principal office for the account of said Lending Office, in like money, at
the rates of interest as provided in the Credit Agreement described below, on
the date(s) and in the manner provided in said Credit Agreement.

     The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

     This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower and Micro Warehouse Denmark APS, the
"Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative Agent and evidences the Revolving Credit Loans
made by the Lender to the Borrower

<PAGE>

thereunder which shall, in the aggregate amount among all such Revolving 
Credit Notes, not exceed $4,000,000.  The Borrower shall have the right to 
make prepayments of principal at any time subject to the limitations 
contained in Section 2.05 of the Credit Agreement.  All terms not defined 
herein shall have the meanings given to them in the Credit Agreement.

     The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

     The Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

     All obligations evidenced by this Revolving Credit Note are guarantied by
the Guarantors pursuant to Article 11 of the Credit Agreement.

     This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                        MICRO WAREHOUSE (DEUTSCHLAND) GMBH




                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


                                        2

<PAGE>


             Amount of Loan (as
          applicable, in Dollars or     Amount of      Balance       Notation
  Date      Alternative Currency)        Payment     Outstanding        By
  ----    -------------------------     ---------    -----------     --------

<PAGE>



                              REVOLVING CREDIT NOTE


$1,750,000


     For value received, MICRO WAREHOUSE JAPAN, INC., a limited liability
company organized under the laws of Japan (the "Borrower"), hereby promises to
pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the
"Lender") at the principal office of The Chase Manhattan Bank (National
Association) at 1 Chase Manhattan Plaza, New York, New York 10081, as agent for
the Lender (in such capacity, together with its successors in such capacity, the
"Administrative Agent"), for the account of the appropriate Lending Office of
the Lender, the principal sum of One Million Seven Hundred Fifty Thousand
Dollars ($1,750,000), or in the case of Eurocurrency Loans denominated in an
Alternative Currency, the outstanding principal sum of such Eurocurrency Loans
in such Alternative Currency or, if less, the amount loaned by the Lender to the
Borrower pursuant to the Credit Agreement referred to below, in immediately
available funds, on the date(s) and in the manner provided in the Credit
Agreement referred to below.  The Borrower also promises to pay interest on the
unpaid principal balance hereof, for the period such balance is outstanding, at
said principal office for the account of said Lending Office, in like money, at
the rates of interest as provided in the Credit Agreement described below, on
the date(s) and in the manner provided in said Credit Agreement.

     The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof; provided, however, that any failure of the
holder hereof to make such a notation or any error in such notation shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement referred to below.

     This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time
to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each
of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing
entities other than the Borrower and Micro Warehouse Denmark APS, the
"Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative

<PAGE>

Agent and evidences the Revolving Credit Loans made by the Lender to the
Borrower thereunder which shall, in the aggregate amount among all such
Revolving Credit Notes, not exceed $1,750,000.  The Borrower shall have the
right to make prepayments of principal at any time subject to the limitations
contained in Section 2.05 of the Credit Agreement.  All terms not defined herein
shall have the meanings given to them in the Credit Agreement.

     The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

     The Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

     All obligations evidenced by this Revolving Credit Note are guarantied by
the Guarantors pursuant to Article 11 of the Credit Agreement.

     This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of Connecticut of the United
States of America.


                                        MICRO WAREHOUSE JAPAN, INC.



                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


                                        2

<PAGE>


             Amount of Loan (as
          applicable, in Dollars or     Amount of      Balance       Notation
  Date      Alternative Currency)        Payment     Outstanding        By
  ----    -------------------------     ---------    -----------     --------

<PAGE>

                                                                      EXHIBIT B1

                           BORROWING BASE CERTIFICATE

I.    BOOK VALUE OF RECEIVABLES OF BORROWERS                          $_________

II.   AGGREGATE INELIGIBLE RECEIVABLES ((a)+(b)+(c)+(d)+(e)+(f))      $_________

      (a)   Over 90 Days Aged Receivables                             $_________

      (b)   Foreign Receivables (To the Extent Exceeding .35*1)       $_________

      (c)   Bankrupt Receivables                                      $_________

      (d)   Disputed Receivables                                      $_________

      (e)   Over 90 Days Cross-Aged Receivables                       $_________

      (f)   Other Ineligible Receivables (see attached)               $_________

III.  ELIGIBLE RECEIVABLES (I-II)                                     $_________

IV.   TOTAL BORROWING BASE (IV*.80)                                   $_________

V.    TOTAL REVOLVING CREDIT COMMITMENTS                              $_________

VI.   AVAILABILITY (LESSER OF IV AND V)                               $_________

VII.  TOTAL REVOLVING CREDIT LOANS OUTSTANDING                        $_________

VIII. TOTAL LETTER OF CREDIT OBLIGATIONS OUTSTANDING                  $_________

IX.   UNUSED PORTION OF THE BORROWING BASE
      AVAILABILITY (VI-VII-VIII) (if negative, our
      check for said amount is attached)                              $_________

I, [__________], the [__________] of Micro Warehouse, Inc. and its Subsidiaries
hereby certify that the information contained herein is true and correct and no
Default has occurred and is continuing on the date hereof.

Date: [_____] [__], 199[_]
                                     ___________________________________________
                                      Name:
                                      Title:

<PAGE>

                                                                      EXHIBIT B2

                             COMPLIANCE CERTIFICATE

                          FOR THE FISCAL PERIOD ENDING
                             [________] [__], 19[__]

INTEREST COVERAGE RATIO (calculated for the
period of the four most recently ended Fiscal Quarters)

      (a)   Consolidated Net Income                                   $_________

      (b)   Consolidated Income Taxes                                 $_________

      (c)   Consolidated Interest Expense                             $_________

      (d)   Consolidated EBIT ((a) + (b) + (c))                       $_________

      (e)   Consolidated Interest Expense                             $_________

      (f)   Interest Coverage Ratio ((e)/(d) + (e))                   __________

      (g)   Required Ratio                                                 3.00

MINIMUM TANGIBLE NET WORTH (calculated as of the end
of the most recently ended Fiscal Quarter)

      (a)   Consolidated Net Worth                                   $__________

      (b)   Consolidated Intangible Assets                           $__________

      (c)   Consolidated Tangible Net Worth ((a)-(b))                $__________

      (d)   Base Amount                                             $175,000,000

      (e)   Fiscal Year Net Worth Increase Amounts                   $__________

      (f)   Required Amount ((d) + (e))                              $__________

LEVERAGE RATIO (calculated as of the end of
the most recently ended Fiscal Quarter)

      (a)   Consolidated Liabilities                                 $__________

      (b)   Consolidated Tangible Net Worth                          $__________

<PAGE>

      (c)   Leverage Ratio ((a)/(b))                                 ___________

      (d)   Required Ratio                                                 1.00


CURRENT RATIO (calculated as of the end of
the most recently ended Fiscal Quarter)

      (a)   Consolidated Current Assets                              $__________

      (b)   Consolidated Current Liabilities                         $__________

      (c)   Current Ratio ((a)/(b))                                  ___________

      (d)   Required Ratio                                                 2.00


MINIMUM DOMESTIC NET WORTH calculated of the end
of the most recently ended Fiscal Quarter)

      (a)   Combined Net Worth of Micro Warehouse
            and its Domestic Subsidiaries                            $__________

      (b)   Required Amount                                         $150,000,000



I, [__________], the [__________] of Micro Warehouse, Inc. and its Subsidiaries
hereby certify that the information contained herein is true and correct and no
Default or Event of Default has occurred and is continuing on the date hereof.

Date: [_____] [__], 199[_]
                                     ___________________________________________
                                      Name:
                                      Title:



                                        2
<PAGE>

                                                                       EXHIBIT E

                          FORM OF ASSUMPTION AGREEMENT

      ASSUMPTION AGREEMENT dated as of [________] [__], 19[__], by [________], a
[________] corporation (the "New Subsidiary Guarantor").

      Under the terms of the Credit Agreement rated as of July 25, 1995, among
MICRO WAREHOUSE, INC., a corporation organized under the laws of Delaware
("Micro Warehouse"), each of the Subsidiaries of Micro Warehouse which is a
signatory thereto as a "Subsidiary Borrower" (collectively, the "Subsidiary
Borrowers" and, together with Micro Warehouse, the "Borrowers"), each of the
other Subsidiaries of Micro Warehouse which is a signatory thereto as a
"Subsidiary Guarantor" (individually a "Subsidiary Guarantor" and collectively
the "Subsidiary Guarantors"), each of the lenders which is a signatory thereto
(collectively the "Lenders") and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association organized under the laws of the
United States of America, as agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Administrative Agent"), the New
Subsidiary Guarantor is required to execute and deliver an assumption agreement
in substantially the form of this Assumption Agreement and to become a Joint and
several "Subsidiary Guarantor" thereunder and under the other Facility
Documents.  All capitalized terms used but not defined herein have the
respective meanings given to such terms in the Credit Agreement.

      The New Subsidiary Guarantor hereby acknowledges and confirms that it has
received a copy of the Credit Agreement and the other Facility Documents and
hereby acknowledges and confirms, as being applicable to it, the recitals set
forth in the Facility Documents, and in particular that it expects to derive
benefit, direct or indirect, from the credit heretofore and hereafter
outstanding to the Borrowers and the Subsidiary Guarantors under the Credit
Agreement.

      NOW, THEREFORE:

      1.    The New Subsidiary Guarantor agrees with the Lenders and the
Administrative Agent that, by its execution and delivery of this Assumption
Agreement, the New Subsidiary Guarantor unconditionally and irrevocably
(irrespective, without limitation, of notice to, acceptance of or reliance upon
this Assumption Agreement by any party hereto) accepts, adheres to, and becomes
party to and bound as a Joint and several "Subsidiary Guarantor" under the
Credit Agreement, as fully as if the New Subsidiary Guarantor had been a
signatory to the Credit Agreement, as a "Subsidiary Guarantor" thereunder, when
the Credit Agreement was executed and delivered by the Subsidiary Guarantors AB
INITIO party thereto, the Borrowers, the Lenders and the Administrative Agent.
In confirmation (but without limitation) of the foregoing, the New Subsidiary
Guarantor (i) Jointly and severally hereby unconditionally agrees to make prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Guarantied Obligations and (ii) hereby makes each
representation and warranty contained in the

<PAGE>

Credit Agreement applicable to a Subsidiary Guarantor, MUTATIS MUTANDIS, as of
the date hereof.

      2.    This Assumption Agreement shall be governed by, and construed in
accordance with, the law of the State of Connecticut.  The New Subsidiary
Guarantor hereby irrevocably submits to the Jurisdiction of any Connecticut
state or United States federal court sitting in Fairfield County over any action
or proceeding arising out of or relating to this Agreement, and the New
Subsidiary Guarantor hereby irrevocably agrees that all claims in respect of
such action or proceeding may be heard and determined in such Connecticut state
or federal court.  The New Subsidiary Guarantor hereby irrevocably waives, to
the fullest extent permitted by applicable law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum.


                                        2
<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed as of the date first written above.

                                             [NEW SUBSIDIARY GUARANTOR],
                                             [JURISDICTION OF ORGANIZATION]


                                             By:________________________________
                                                Name:
                                                Title:


                                             Address for Notices:

                                             ___________________________________

                                             ___________________________________

                                             Telecopier No.:____________________


                                        3
<PAGE>

                                                                      SCHEDULE I

                          REVOLVING CREDIT COMMITMENTS


                                                        THE CHASE MANHATTAN BANK
BORROWER                                                 (NATIONAL ASSOCIATION)
--------------------------------------------------------------------------------
MICRO WAREHOUSE, INC.                                                $25,000,000
MICRO WAREHOUSE FINLAND OY                                            $1,250,000
MICRO WAREHOUSE SWEDEN AB                                             $1,000,000
MICRO WAREHOUSE HOLDING B.V.                                          $4,000,000
MICRO WAREHOUSE NORWAY AS                                             $1,500,000
MICRO WAREHOUSE DENMARK APS                                           $1,000,000
MICRO WAREHOUSE LIMITED                                               $4,500,000
MICRO WAREHOUSE FRANCE SARL                                           $6,000,000
MICRO WAREHOUSE (DEUTSCHLAND) GMBH                                    $4,000,000
MICRO WAREHOUSE JAPAN, INC.                                           $1,750,000

TOTAL REVOLVING CREDIT COMMITMENTS                                   $50,000,000

<PAGE>

<TABLE>
<S><C>

                                                                                                                        Schedule II

                Micro Warehouse, Inc.
                      (U.S.A.)
                          |
           --------------------------------------------------------------------------------------------
           |              |            |                              |                                |
Micro Warehouse, Inc. of  |  Micro Warehouse, Inc.     Micro Warehouse, Inc. Catalogues        Micro Warehouse
     New Jersey           |       of Ohio                    Inc. of Connecticut             International, Inc.
                          |                                                                            |
                          |                      ---------------------------------------------------------------------------
                          |                      |                 |                         |                             |
                          |               Micro Warehouse   Micro Warehouse     Micro Warehouse (Deutschland)      Micro Warehouse
                          |                 Limited, U.K.       France                 GmbH (Germany)                 Japan, Inc.
                          |                      |
                          |              Technomatic, Ltd.
                          |                    (U.K.)
                          |
                          |
      -------------------------------------------------------------------------------------------------------------
      |                   |              |                                          |                              |
Micro Warehouse           |   Micro Warehouse Australia                       Micro Warehouse                 Micro Warehouse
 Canada, Ltd.             |          Pty. Ltd.                                   Sweden AB                      Finland Oy
                          |                                                         |
                          |                                                 Corporate Software AB
                          |                                                         |
                          |                                      --------------------------
                          |                                      |                         |
                          |                             Corporate Software         Corporate Software
                          |                                 Shop AB*                   Mail AB*
                          |
                          |
          ---------------------------------------------------------------------------------------------------
          |               |              |                                        |                          |
MacZone Warehouse AG      |  MacZone Software und Peripherie                Micro Warehouse             Micro Warehouse
   (Switzerland)          |           (Germany)                                Norway AS                 Denmark ApS
                          |
                          |
          ---------------------------------------------------------------------------------------------------
          |               |              |                                        |                          |
Micro Warehouse, S.A.     |       Benton Sistemas                         Operacion Directa             Techno Direct
      (Mexico)            |           (Mexico)                                 (Mexico)                 S.A. (France)
                          |
                          |
          ---------------------------------------------------------------------------------------------------
          |               |              |                                        |                          |
     Kelar Sarl           |          Innosoft Sarl                           TD 2 S.A.              Micro Warehouse Holding
     (France)             |           (France)                           (Micro Age)(France)          B.V. (Netherlands)
                          |                                                                                  |
                          |                    -------------------------------------------------------------------------
                          |                    |                                  |                                    |
                          |              MacWarehouse B.V.               Micro Warehouse B.V.               GSA Services B.V.
                          |       (former GSA Business Center B.V.)    (former MacExpress B.V.)       (Shares transferred 12/29/94)
                          |
       --------------------
       |
Micro Warehouse
Belgie B.V.B.A.
</TABLE>


<PAGE>

                                   SCHEDULE III

                               Credit Arrangements

(a)  US$15,000,000 Independent Revolving Line of Credit to State Street Bank 
     and Trust Company. Present balance is $0.00.

(b)  Purchase money payment obligations to Apple Computer, Inc.  Balance at 
     7/21/95 -- US$654,462.