settlement agreement


     

    EXHIBIT
      10.27

     

     

    

      


       

      Settlement
        Agreement and Mutual General Release

       

      This
        Settlement Agreement and Mutual General Release (“Agreement”) is made and
        entered into as of the 3rd day of February 2005, by and between Merisel,
        Inc.
        and Merisel Americas, Inc. (“Merisel”) and Timothy Jenson, Tina Wurtz, Craig
        Wurtz, John Low, D&H Services, LLC (“D&H”), and TDH Enterprises, LLC
        (“TDH”). Each is referred to herein as a “Party,” and collectively, as “the
        Parties.” 

      Recitals

       

      WHEREAS,
        on November 30, 2004, Merisel commenced an action against Mr. Jenson, Ms.
        Wurtz,
        Mr. Wurtz, John Low, D&H and TDH in the Superior Court of Los Angeles
        County, California under Case Number Case No. BC 325224, bearing the caption
        Merisel,
        Inc., et al. v. Jenson, et. al,
        asserting claims arising out of a the sale of certain assets and liabilities
        of
        Merisel to D&H in August 2004 (the “Original Action”);

       

      WHEREAS,
        on January 10, 2005, Timothy Jenson filed a Cross-Complaint in the Original
        Action asserting claims arising from various contracts between Merisel and
        Mr.
        Jenson, as well as claims for fraud in the inducement, negligent
        misrepresentation, common count, work, labor services, violations of labor
        code,
        conversion, invasion of privacy, defamation, intentional infliction of emotional
        distress, and negligent infliction of emotional distress (“Cross-Complaint”)
        (collectively with the Original Action, “Actions”);

       

      WHEREAS,
        the Parties wish to complete the settlement, compromise, and resolution of
        the
        claims raised in the Actions, on the terms and subject to the conditions
        stated
        herein;

       

      The
        Parties, in consideration of the covenants contained herein, and in
        consideration and exchange of the following consideration, hereby stipulate
        and
        agree as follows:

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Terms
        and Conditions

       

      1.0  Nature
        of Agreement

      Except
        as
        otherwise expressly provided herein, this Agreement, and the monies, documents,
        and/or instruments to be paid, exchanged, and/or filed with the court,
        constitute a fully executed settlement, accord and satisfaction, and general
        and
        special release of any and all claims and disputes by and between the Parties
        for claims now existing or hereinafter that may arise in regard to, or which
        in
        any way relate to or arise out of, the Actions.

       

      2.0  Settlement
        Obligations.

       

      2.1  Merisel,
        Ms. Wurtz, and D&H agree to terminate and rescind the Purchase Agreement
        between D&H and Merisel Americas, Inc., which closed on August 18, 2004
        (“the Purchase Agreement”). Mr. Jenson, Mr. Wurtz, Mr. Low and TDH each
        represent and warranty that they have no direct or indirect interest in D&H
        or the Purchase Agreement.

       

      2.2  Ms.
        Wurtz
        and D&H agree to execute documents releasing any direct or indirect claims
        to title they may have to all assets and liabilities listed on Schedule A
        hereto. Mr. Jenson, Mr. Wurtz, Mr. Low and TDH each represent and warranty
        that
        they have no direct or indirect interest in the assets and liabilities listed
        on
        Schedule A hereto. 

       

      2.3  D&H
        agrees to pay to Merisel one million, five hundred, forty thousand, eight
        hundred twenty-nine dollars and forty-nine cents ($1,540,829.49). D&H shall
        wire such funds to an escrow account to be established by Shearman &
Sterling LLP (“Shearman”), and Shearman shall release the funds to Merisel seven
        (7) days after completion of the obligations of Section 2. 

       

      2.4  The
        collective obligations of Sections 2.1, 2.2, and 2.3 constitute a full
        settlement of all of Merisel’s claims, damages, attorneys’ fees and costs.


       

      2.5  Merisel,
        Inc. agrees to pay Timothy Jenson one million, eleven thousand seven hundred
        fifty-six dollars ($1,011,756.00), as may be adjusted pursuant to Section
        5 of
        this Agreement, which payment, along with the obligations of Sections 2.1,
        constitutes a full settlement of all of Jenson’s claims, damages, attorneys’
fees and costs. Merisel shall wire this sum of money into the trust account
        of
        Smith, Chapman & Campbell (“SCC”), and SCC shall release the funds to Mr.
        Jenson seven (7) days after the completion of the obligations of Section
        2.


       

      2.6  Merisel
        agrees to assume and pay all liabilities and obligations transferred to D&H
        pursuant to the Purchase Agreement. 

       

      2.7  Merisel
        agrees to file a request for dismissal with prejudice of the Original Action
        and
        all causes of action pleaded therein.

       

      2.8  Jenson
        agrees to file a request for dismissal with prejudice of the Cross-Complaint
        and
        all causes of action pleaded therein. 

       

      2.9  The
        Parties agree that they will cooperate to execute all papers and documents
        as
        may be necessary and proper to fulfill the terms and conditions of this
        Agreement.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.0  Release
        of Claims.

       

      3.1  The
        Parties, and each of them, on their own behalf and on behalf of their current
        and former employees, representatives, companies, corporations, business
        entities, officers, directors, shareholders, partners, joint venturers,
        insurers, trustees, executors, creditors, agents, attorneys, heirs, dependents,
        predecessors, successors, assigns, parents, subsidiaries, affiliates, related
        companies, and controlling persons, past and present, and each of them, hereby
        release and forever discharge the other Parties, and each of their respective
        current and former employees, representatives, companies, corporations, business
        entities, officers, directors, shareholders, partners, joint venturers,
        insurers, trustees, executors, creditors, agents, attorneys, heirs, dependents,
        predecessors, successors, assigns, parents, subsidiaries, affiliates, related
        companies, and controlling persons, past and present, and each of them, of
        and
        from all claims, liabilities, demands, damages, actions, and causes of action,
        at law or in equity, of every kind and nature, including claims for attorneys’
fees or costs, whether known or unknown, existing, claimed to exist or which
        may
        hereafter arise.

       

      3.2  Specific
        Release of Employment Related Claims:

      In
        addition to the release of Section 3.1, Mr. Jenson, his respective current
        and
        former employees, representatives, companies, corporations, business entities,
        officers, directors, shareholders, partners, joint venturers, insurers,
        trustees, executors, creditors, agents, attorneys, heirs, dependents,
        predecessors, successors, assigns, parents, subsidiaries, affiliates, related
        companies, and controlling persons, past and present, and each of them,
        specifically forever release and discharge: 

       

      3.2.1  all
        claims relating to or arising from Mr. Jenson’s employment relationship with the
        Company and the termination of that relationship. 

       

      3.2.2  any
        and
        all claims for wrongful discharge of employment; breach of contract, both
        express and implied; breach of a covenant of good faith and fair dealing,
        both
        express and implied; negligent or intentional infliction of emotional distress;
        negligent or intentional misrepresentation; negligent or intentional
        interference with contract or prospective economic advantage; and
        defamation.

       

      3.2.3  any
        and
        all claims arising under the Employee Retirement Income Security Act of 1974,
        the Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights Act
        of
        1964, as amended, the Civil Rights and Women’s Equity Act of 1991, Sections 1981
        through 1988 of Title 42 of the United States Code, as amended, the Occupational
        Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation
        Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment
        and
        Retraining Notification Act of 1988, the Vocational Rehabilitation Act of
        1973,
        the Equal Pay Act of 1963, the Americans with Disabilities Act, the Fair
        Labor
        Standards Act and the National Labor Relations Act, as amended, the California
        Fair Employment and Housing Act, the California Workers’ Compensation Act, the
        California Unruh and Ralph Civil Rights Act, the California Alcohol and Drug
        Rehabilitation Law, the California Equal Pay Law, any other federal or state
        anti-discrimination law or any local or municipal ordinance relating to
        discrimination in employment or human rights and under the common
        law.

       

      3.2.4  any
        and
        all claims for salary, bonus, severance pay, pension, vacation pay, life
        insurance, health or medical insurance, or any other fringe benefits, other
        than
        the payments and benefits provided for in or in accordance with the Agreement.
        

       

      3.2.5  any
        and
        all claims arising out of any other laws and regulations relating to employment
        or employment discrimination. 

       

      3.2.6  any
        and
        all claims for attorneys’ fees and costs.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.3  ADEA
        Release.
        In
        addition to the releases of Sections 3.2 and 3.3, Mr. Jenson, in consideration
        of the promises of the Merisel set forth in this Agreement, also hereby releases
        and discharges Merisel from any and all claims that Mr. Jenson may have against
        Merisel arising under the U.S. Age Discrimination in Employment Act of 1967,
        as
        amended, and the applicable rules and regulations promulgated thereunder
        (“ADEA”). Mr. Jenson acknowledges that he understands that the ADEA is a federal
        statute that prohibits discrimination on the basis of age in employment,
        benefits and benefit plans. Mr. Jenson also understands that, by signing
        this
        Agreement, he is waiving all claims against Merisel, as well as any of its
        each
        of its current and former employees, representatives, companies, corporations,
        business entities, officers, directors, shareholders, partners, joint venturers,
        insurers, trustees, executors, creditors, agents, attorneys, heirs, dependents,
        predecessors, successors, assigns, parents, subsidiaries, affiliates, related
        companies, and controlling persons, past and present, and each of
        them

       

      By
        signing this Agreement, Mr. Jenson hereby acknowledges and confirms the
        following:

       

      3.3.1  He
        is
        providing the release and discharge set forth in this Agreement in exchange
        for
        consideration in addition to anything of value to which Mr. Jenson is already
        entitled.

       

      3.3.2  Mr.
        Jenson was advised by the Company in writing to consult with an attorney
        of his
        choice prior to signing this Agreement and to have such attorney explain
        to him
        the terms of this Agreement including, without limitation, the terms relating
        to
        his release of claims arising under the ADEA.

       

      3.3.3  Mr.
        Jenson has read this Agreement carefully and completely and understands each
        of
        the terms thereof.

       

      3.3.4  Mr.
        Jenson is aware that he has twenty-one (21) days in which to consider the
        terms
        of the release contained in this Agreement. To the extent he has executed
        this
        Agreement within less than twenty-one (21) days after its delivery to him,
        Mr.
        Jenson hereby acknowledges that his decision to execute this Agreement prior
        to
        the expiration of such twenty-one (21)-day period was entirely voluntary.
        For a
        period of seven (7) days following the date of Mr. Jenson’s execution and
        delivery of this Agreement, Mr. Jenson has the right to revoke the release
        contained in this Section (the “Revocation Period”). In the event that Mr.
        Jenson exercises his right to revoke the release contained in this Section,
        this
        Agreement will terminate as to all Parties and be of no further effect, with
        no
        liability to any of the Parties. The Revocation Period shall expire at 5:00
        p.m.
        California time on the last day of the Revocation Period; provided,
        however,
        that if
        such seventh day is not a business day, the Revocation Period shall extend
        to
        5:00 p.m. on the next succeeding business day. No such revocation by Mr.
        Jenson
        shall be effective unless it is in writing and signed by Mr. Jenson and received
        by Merisel prior to the expiration of the Revocation Period.

       

      3.3.5  As
        set
        forth in section 7(f)(1)(C) of the ADEA, as added by the Older Workers Benefit
        Protection Act of 1990, Employee understands that Employee is not waiving
        any
        rights or claims provided under ADEA that may arise after this Agreement
        is
        executed by Employee.

       

      3.4  In
        addition to the release of Section 3.1, Merisel, its respective current and
        former employees, representatives, companies, corporations, business entities,
        officers, directors, shareholders, partners, joint venturers, insurers,
        trustees, executors, creditors, agents, attorneys, heirs, dependents,
        predecessors, successors, assigns, parents, subsidiaries, affiliates, related
        companies, and controlling persons, past and present, and each of them,
        specifically forever release and discharge: 

       

      3.4.1  all
        claims relating to or arising from Mr. Jenson’s employment relationship with the
        Company and the termination of that relationship. 

       

      3.4.2  any
        and
        all claims for breach of contract, both express and implied; breach of a
        covenant of good faith and fair dealing, both express and implied; negligent
        or
        intentional misrepresentation; negligent or intentional interference with
        contract or prospective economic advantage; fraud and defamation 

       

      3.4.3  any
        and
        all claims payments of any kind, other than the payments and benefits provided
        for in or in accordance with the Agreement. 

       

      3.4.4  any
        and
        all claims arising out of any other laws and regulations relating to employment.
        

       

      3.4.5  any
        and
        all claims for attorneys’ fees and costs.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.5  The
        Parties specifically understand, acknowledge, and agree that this is a full
        and
        final release of all claims described herein, whether known or unknown, and
        whether or not included in the pleadings of the Actions. The Parties therefore
        hereby expressly and voluntarily waive all rights or benefits which each
        respective Party might otherwise have under California Civil Code Section
        1542,
        which provides:

      A
        general
        release does not extend to claims which the creditor does not know or suspect
        to
        exist in his favor at the time of executing the release, which if known by
        him
        must have materially affected the settlement with the debtor.

       

      The
        Parties further expressly and voluntarily waive any substantially similar
        or
        equivalent statutory, common law, or equitable rights or benefits arising
        under
        the laws of any other jurisdiction. The Parties acknowledge that claims or
        facts
        in addition to or different from those which are now known or believed to
        exist
        may later be discovered with respect to any claim, liability, demand, damage,
        action or cause of action that they, or any of them, may possess against
        each
        other, or their respective current and former employees, representatives,
        companies, corporations, business entities, officers, directors, shareholders,
        partners, joint venturers, insurers, trustees, executors, creditors, agents,
        attorneys, heirs, predecessors, successors, assigns, parents, subsidiaries,
        affiliates, related companies, and controlling persons, past and present,
        and
        each of them, but each Party nevertheless intends this release to be effective
        as a full, general release.

       

      3.6  This
        Agreement is in full settlement, accord, satisfaction, and discharge of all
        of
        the claims described herein. This Agreement has been executed with the express
        intention of effectuating the full and final extinguishment of all such
        claims.

       

      4.0  Responsibility
        for Fees and Costs

      Each
        of
        the Parties shall bear and be responsible for his or its own attorneys’ fees and
        costs associated with the matters and disputes that are the subject matter
        of
        this Agreement.

       

      5.0  Tax
        Responsibilities

       

      5.1  The
        payment of one million, eleven thousand, seven hundred and fifty-six dollars
        ($1,011,756.00) by Merisel, Inc. to Mr. Jenson in Section 2.5 consists of
        the
        following: 

       

      5.1.1  Seven
        hundred fifty-eight thousand, four hundred and twenty dollars ($758,420.00)
        that
        currently is being held in an account for Mr. Jenson pursuant to the Deferred
        Compensation Agreement. Timothy
        Jenson and Merisel acknowledge that $700,000 of this amount had FICA and
        Medicare taxes withheld when it was placed in the Deferred Compensation Account.
        Merisel shall withhold
        from the remaining amount any applicable federal, state and local income
        taxes,
        and any FICA, Medicare and other payroll deduction
        that it
        is required to pay by law in accordance with the Internal Revenue Service
        Form
        W-4 with respect to Mr. Jenson on the date of payment contemplated by this
        Section. 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.1.2  Two
        hundred thousand dollars ($200,000.00) in severance
        pay to Mr.
        Jenson.
        Merisel
        shall
        withhold
        from this amount any applicable federal, state and local income taxes, and
        any
        FICA, Medicare and other payroll deduction that it is required to pay by
        law in
        accordance with the Internal Revenue Service Form W-4 with respect to Mr.
        Jenson
        on the date of payment contemplated by this Section. 

       

      5.1.3  Fifteen
        thousand, six hundred forty-four dollars ($15,644.00) in COBRA reimbursement.
        Merisel
        shall withhold from this amount any applicable federal, state and local income
        taxes, and any FICA, Medicare and other payroll deduction that is required
        by
        law in accordance with the Internal Revenue Service Form W-4 with respect
        to Mr.
        Jenson on the date of payment contemplated by this Section. 

       

      5.1.4  Thirty-seven
        thousand, six hundred ninety-two dollars ($37,692.00) in previously disputed
        vacation pay. Merisel
        shall withhold from this amount any applicable federal, state and local income
        taxes, and any FICA, Medicare and other payroll deduction that it is required
        to
        pay by law in accordance with the Internal Revenue Service Form W-4 with
        respect
        to Mr. Jenson on the date of payment contemplated by this Section. 

       

      6.0  Denial
        of Liability

       

      6.1  Each
        Party denies any liability to any other Party, or any other individual or
        entity, concerning the claims described in the Actions and in the releases
        of
        Section 3, above. Each Party acknowledges that each other Party continues
        to
        deny liability, disclaim responsibility, and dispute the factual allegations
        claimed by any other Party.

       

      7.0  Warranties

       

      7.1  Each
        of
        the Parties respectively represents and warrants that no other person or
        entity
        has claimed or now claims any interest in the subject of this Agreement,
        and
        that no right, claim, liability, demand, damage, action or cause of action,
        or
        any part thereof, of any kind or nature covered by this Agreement, has been
        sold, assigned, granted or otherwise transferred to any other person or
        entity.

       

      7.2  Mr.
        Jenson, Ms. Wurtz, Mr. Wurtz, Mr. Low, D&H, TDH and each of them, represent
        that, except as represented on Schedule B to this Agreement, they have not
        collected, received, or otherwise acquired any payments on accounts receivable,
        payments on notes or loans, interest payments, tax refunds, or any other
        monetary gain from their interest in the assets and liabilities listed on
        Schedule A to this Agreement. Should any of these persons and entities become
        aware of any such payment, refund or other monetary gain, they will reimburse
        Merisel for that amount within ten (10) days of discovery thereof.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.3  Merisel
        represents and warranties that the check it issued to Mr. Jenson on November
        22,
        2004 for $18,953.63 has cleared Merisel’s bank account as of the date of this
        Agreement. 

       

      7.4  Each
        person executing this Agreement on behalf of the Party for whom he purports
        to
        act, represents and warrants that he is duly authorized to execute this
        Agreement on behalf of such Party.

       

      7.5  Each
        of
        the Parties represents and warrants that each has read and understands this
        Agreement, and that no promise, inducement, representation or agreement not
        expressly set forth herein has been made to them in connection with this
        Agreement. The Parties agree that, prior to the execution of this Agreement,
        they have apprised themselves of sufficient relevant data, through resources
        of
        their own selection, and have consulted with their respective counsel, in
        order
        that they might intelligently exercise their judgment in deciding whether
        to
        execute this Agreement. The Parties agree that this Agreement is executed
        voluntarily and without duress or undue influence of any nature
        whatsoever.

       

      8.0  Cooperation
        By Parties

      The
        Parties hereby acknowledge that Merisel’s auditors and other outside
        professionals may need to inquire into various matters arising during the
        period
        that Mr. Jenson was CEO and President of Merisel. All Parties hereby covenant
        and agree to provide reasonable cooperation to such professionals as requested.
        

       

      9.0  Enforcement
        of Agreement

      It
        is
        specifically understood and agreed that this Agreement may be pleaded as
        a full
        and complete defense to and may be used as the basis for an injunction against
        any action, arbitration, suit or other proceeding that may be instituted,
        prosecuted or attempted in breach of this Agreement. In the event that
        litigation is necessary to enforce a provision or provisions of this Agreement,
        all costs and attorneys’ fees shall be paid by the non-prevailing Party or
        Parties to the prevailing Party or Parties.

       

      10.0  Confidentiality

       

      10.1  The
        Parties agree to
        treat
        this Agreement, and the terms hereof, and all
        “Confidential
        Information”
(as
        defined below)
        as
        confidential matters not to be disclosed to third parties.“Confidential
        Information”
        means
        all data, information and materials related to the any Party or any subsidiary,
        affiliate, related entity, division or any of their respective partners,
        members, employees, consultants, portfolio companies, or business associates
        thereof which are not generally known or available to the public or so known
        only through improper means whether oral, graphic, written, electronic or
        in
        machine readable form, including (i) any proprietary information relating
        to the
        business or personal information of the Parties and (ii) any information
        contained in this Agreement or related to the litigation, disputes, and
        circumstances that led to this Agreement.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      10.2  Protection
        of Confidential Information.
        The
        Parties and their related representatives, officers, directors, affiliates,
        agents, attorneys, assigns, parents, subsidiaries, related companies and
        related
        persons will not, directly or indirectly, use, make available, sell, disclose
        or
        otherwise communicate to any third party any Confidential Information. The
        Parties are aware that the unauthorized disclosure of Confidential Information
        may be highly prejudicial to other Parties’ interests, an invasion of privacy,
        and an improper disclosure of trade secrets. Without limiting the foregoing,
        the
        Parties shall not make copies of, or otherwise reproduce, Confidential
        Information unless there is a legitimate need of the Party for reproduction.
        The
        Parties will take all appropriate steps to safeguard and protect the
        Confidential Information.

       

      10.3  Delivery
        of Confidential Information.
        Each
        party acknowledges that all Confidential Information is and shall remain
        the
        sole, exclusive and valuable property of the Party to which it belongs and
        that
        any other Party shall not have and shall not acquire any right, title or
        interest therein. Any and all printed, typed, written or other material which
        any Party has or may obtain with respect to Confidential Information (including
        without limitation all copyrights therein) shall be and shall remain the
        exclusive property of the originating Party. Each
        Party understands, however, that any Party may have a legal obligation not
        to
        destroy documents it currently has in its possession, and may be required
        by law
        to produce those documents or reveal the contents of those documents, regardless
        of any Party’s view as to whether those documents are the property of another
        Party.

       

      10.4  Public
        Disclosure.
        The
        Parties acknowledge that Merisel, Inc. is a publicly traded company and subject
        to certain disclosure requirements. Despite anything in this Agreement to
        the
        contrary, the Parties may disclose any Confidential Information to the extent
        it
        is required by law. 

       

      11.0  Press
        Release and 8K

      Upon
        execution of this Agreement, Merisel, Inc. will issue a press release announcing
        the fact of this settlement, and file a corresponding 8K. The content of
        the
        press release, as agreed to by the Parties, is set forth in Schedule C hereto.
        

       

      12.0  Non
        Disparagement - No Negative Statements

      Except
        as
        may otherwise be required by law or by any legal action, the Parties agree
        not
        to divulge to anyone any untrue or defamatory information, whether or not
        proprietary or Confidential, concerning any of the Parties or its respective
        businesses. The Parties and their respective officers, directors, employees,
        representatives, and agents agree not to divulge to anyone any untrue or
        defamatory information, whether or not proprietary or Confidential, concerning
        the other Parties including but not limited to internal notes, memoranda,
        minutes, findings, conclusions concerning Jenson, and or the pending litigation.
        The Parties acknowledge that the content of Schedules C and D, and each of
        them,
        is not untrue or defamatory.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      13.0  Public
        Disclosure

      Should
        any person or entity seek information from Merisel in connection with any
        potential future employment of Mr. Jenson, Merisel shall provide only the
        information set forth in Schedule D hereto.

       

      14.0  Good
        Faith

      This
        Agreement represents a good faith compromise of disputed claims and is not
        and
        shall not be considered, regarded or described as an admission of liability
        or
        responsibility by any of the Parties.

       

      15.0  Entire
        Agreement; Modification and Amendment

      This
        Agreement constitutes the entire agreement between the Parties, and supersedes
        any and all prior oral and written agreements and understandings. The Agreement
        may not be altered, amended, or modified or otherwise changed in any respect
        whatsoever except by a writing duly executed by the Parties or their authorized
        representatives.

       

      16.0  Titles,
        Captions, and Provisions.

       

      16.1  All
        of
        the provisions of this Agreement are contractual and not mere recitals, and
        shall be considered severable, such that if any provision or part hereof
        shall
        at any time be held under any law or ruling to be invalid, such provision
        or
        part shall remain in force to the extent allowed by law, and all other
        provisions shall remain in full force and effect and enforceable.

       

      16.2  The
        Recitals set forth above shall be merged in and is part of this Agreement,
        and
        the titles or captions contained in this Agreement are inserted only as a
        matter
        of convenience and for reference and in no way define, limit, extend or describe
        the scope of this Agreement or the intent of any provision herein.

       

      17.0  Construction
        and Jurisdiction

      This
        Agreement shall be construed and enforced according and pursuant to the laws
        of
        the State of California. The Parties agree to the exclusive jurisdiction
        of the
        Los Angeles County Superior Court to enforce the provisions of this Agreement.
        

       

      18.0  Drafting
        and Interpretation

      The
        Parties agree that the terms and conditions expressed herein have been
        negotiated and that no ambiguity shall be construed against any
        Party.

       

      19.0  Execution
        and Counterparts

      This
        Agreement may be executed in one or more counterparts and by facsimile
        signatures, which, taken together, shall constitute a single document
        representing the whole of the agreement between the Parties.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        IN
          WITNESS WHEREOF,
          the
          undersigned have executed this Agreement on the respective dates set forth
          below:

         

        
          	 	 	 
	 	 
	 
 	 
 	 
 
	Date: 
                  February 3, 2005	By:  	/s/ Donald
                  R.
                  Uzzi
	 	
                  
                    

                    Merisel, Inc.

                  by: Donald R. Uzzi

                
	 	Title:
                  President and CEO of Merisel, Inc.


        

      

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	Date: February
                3, 2005	By:  	/s/ Donald
                R.
                Uzzi
	 	
                
                  

                  Merisel Americas, Inc.

                by: Donald R. Uzzi

              
	 	Title:
                President and CEO of Merisel Americas,
                Inc.


      

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	Date: February
                3, 2005	By:  	/s/ Timothy
                Jenson
	 	
                

                Timothy Jenson


      

    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	Date: March
              7, 2005	By:  	/s/ Tina
              Wurtz
	 	
              

              Tina Wurtz


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	Date: March
              7, 2005	By:  	/s/ Craig
              Wurtz
	 	
              

              Craig Wurtz


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	Date: March
              7, 2005	By:  	/s/ John
              Low
	 	
              

              John Low


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	Date: March
              7, 2005	By:  	/s/ Tina
              Wurtz
	 	
              
                

                D&H Services, LLC

              by: Tina Wurtz

            


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	Date: February
              3, 2005	By:  	/s/ Timothy
              Jenson
	 	
              
                

                TDH Enterprises LLC

              by: Timothy Jenson

            


    

     

    APPROVED AS TO FORM BY:

    
      	 	 	 
	 	SHEARMAN
              & STERLING LLP
	 
 	 
 	 
 
	Date: February
              3, 2005	By:  	/s/ Alan
              S. Goudiss
	 	
              

              Alan S. Goudiss
	 	Attorneys
              for Merisel, Inc. and Merisel Americas,
              Inc.


    

    
      	 	 	 
	 	SMITH,
              CHAPMAN
              & CAMPBELL
	 
 	 
 	 
 
	Date: February
              3, 2007	By:  	/s/ Steven
              Smith
	 	
              

              Steven Smith
	 	Attorneys
              for
              Timothy Jenson and TDH Enterprises,
              LLC.