employment agreement between jon h. peterson and merisel, inc.


    EXHIBIT
      10.47


    


    


    


    

      February
        21, 2006

      


      


      Mr.
        Jon
        H. Peterson

      1604
        Hackett Creek Drive

      McKinney,
        TX 75070

      


      


      Dear
        Jon,

      


      I
        am
        pleased to offer you the position of Chief Financial Officer at Merisel,
        Inc.
        The financial compensation and terms associated with this important position
        are
        detailed below. 

      


      Specifically:

      


      
        	
                Employer:

              	
                Merisel,
                  Inc., a Delaware corporation (the “Company”)

                 

              
	
                Executive:

              	
                Jon
                  H. Peterson (“Executive”)

                 

              
	
                Position/Title:

              	
                Chief
                  Financial Officer

                 

              
	
                Annual
                  Base Salary:

              	
                Your
                  annual base salary will be $210,000 per year.

                 

              
	
                Bonus:

              	
                ·  Annual
                  target bonus of sixty percent (60%) of the Executive’s Annual Base Salary
                  may be awarded by the Board or the Compensation Committee in its
                  discretion; provided, however, that the Board shall award Executive
                  with
                  an annual bonus of not less than fifty percent (50%) of Executive’s Annual
                  Bonus Target for 2006.

                 

                ·  The
                  Board and the Compensation Committee shall award the bonus based
                  upon such
                  criteria as it shall determine in its discretion, provided that
                  such
                  criteria shall include achievement of the Company’s forecasted EBT and/or
                  EBITDA in the financial plan approved by the Board.

                 

                ·  The
                  Board and the Compensation Committee may award such other bonus
                  payments
                  as they determine in their discretion.

                 

              
	
                Restricted
                  Stock Grant:

              	
                Executive
                  will be granted 7,500 shares of the Company’s Common Stock. Stock will
                  vest on the one year anniversary of the grant.

                Based
                  on the Executive’s performance he may be eligible for additional grants in
                  the future by the Company’s Board of Directors or Compensation Committee
                  as it may determine in its discretion.

                 

              
	
                Stock
                  Options:

              	
                Executive
                  will be granted an option to purchase shares of the Company’s Common Stock
                  when the Company establishes an Executive Stock Option plan. The
                  grant
                  will be commensurate with grants made to other members of the Company’s
                  Executive Committee.

                 

              
	
                Benefits:

              	
                ·  Eligibility
                  to participate in the Company’s benefits plans that are generally
                  applicable to the Company’s executive employees.

                 

                ·  Vacation
                  of four (4) weeks per year.

                 

                ·  Reimbursement
                  of reasonable business expenses.

                 

              
	
                Change
                  in Control:

              	
                In
                  the event that the Executive is terminated by the Company (other
                  than for
                  cause) after a change in control, the Executive will be entitled
                  to a
                  severance payment equal to six months base salary.

                 

              
	
                Restrictive
                  Covenants:

              	
                ·  For
                  a period of five (5) years following termination of employment,
                  Executive
                  will not use or disclose any confidential information of the
                  Company.

                 

                ·  For
                  a period of two (2) years following termination of employment,
                  Executive
                  will not: (i) employ or solicit for employment any person employed
                  by the
                  Company, or (ii) engage in any activity that is or may be competitive
                  with
                  the Company in any territory where the Company conducts its
                  business.

                 

              


      

      


      Please indicate your
        acceptance of the Chief Financial Officer position with Merisel by signing
        in
        the space provided below and return a copy of this letter to me via fax at
        (917)
        351-5889.

      


      


      Sincerely,

      


      


      


      Donald
        R.
        Uzzi

      


        
          	
                  ACCEPTED

                	 
	 	 
	
                  Date:

                	 February
                  21, 2007	 
	 	 
	
                  Signature:

                	 Jon
                  H. Peterson	 
	 	
                  Jon
                    H.
                    Peterson