EXHIBIT 10.71 FORM OF FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of , 1997 between Merisel, Inc., a Delaware corporation (the "Company" or "Merisel"), and Robert J. McInerney...

 
                                                                  EXHIBIT 10.71
 
                                    FORM OF
                              FIRST AMENDMENT TO
                             EMPLOYMENT AGREEMENT
 
  This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of
        , 1997 between Merisel, Inc., a Delaware corporation (the "Company" or
"Merisel"), and Xxxxxx X. XxXxxxxxx ("Executive").
 
                                  BACKGROUND
 
  WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of February 3, 1997 (the "Agreement") pursuant to which the terms and
conditions governing the Executive's employment by the Company were set forth;
and
 
  WHEREAS, the Company and Executive desire to modify the terms of the
Agreement as set forth herein;
 
  NOW, THEREFORE, the Company and Executive hereby agree to amend the
Agreement as set forth below.
 
                                   AGREEMENT
 
  1. Section 5.4(c) of the Agreement is hereby amended to read in its
  entirety as follows:
 
    "(c) The Company will recommend to the Company's Option Committee for
  such Option Committee to cause all remaining unvested options to purchase
  the Common Stock of the Company previously granted to Executive to vest
  upon the date of such termination."
 
  2. Section 5.5(c) of the Agreement is hereby amended to read in its
  entirety as follows:
 
    "(c) The Company will recommend to the Company's Option Committee for
  such Option Committee to cause all remaining unvested options to purchase
  the Common Stock of the Company previously granted to Executive to vest
  upon the date of such termination."
 
  3. The second paragraph of Section 5.5 of the Agreement is hereby amended to
read in its entirety as follows:
 
    "A "Sale of the Company" shall be deemed to have occurred if (i) any
  person, corporation, partnership, trust, association, enterprise or group
  shall become the beneficial owner, directly or indirectly, of outstanding
  capital stock of the Company of directors) of the outstanding capital stock
  of the Company, or the Company stockholders of the Company transaction do
  not own, immediately after such transaction, stock of the purchasing or
  surviving corporation in the transaction (or of the parent corporation of
  the purchasing or surviving corporation) possessing more than 50% of the
  voting power (for the election of directors) of the outstanding capital
  stock of that corporation, which ownership shall be measured without regard
  to any stock of the purchasing, surviving or parent corporation owned by
  the stockholders of the Company before the transaction, or (iii) within one
  year following a transaction in which the holders of the Company's 12.5%
  Senior Notes due 2004 (the "Senior Notes") exchange all or substantially
  all of the Senior Notes for Common Stock of the Company, Xxxxxx X.
  Xxxxxxxxxx is terminated by the Company's Board of Directors as Chief
  Executive Officer of the Company or the Company breaches its employment
  agreement with Xx. Xxxxxxxxxx in any material respect. It is expressly
  understood that, for purposes of this Section 5.5, the holders of
  indebtedness of the Company or its subsidiaries shall not be deemed to
  constitute a "group" solely by virtue of their roles as debtholders or by
  exercising their rights with respect thereto."

 
  IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
First Amendment to Employment Agreement, as of the day and year first written
above.
 
MERISEL, INC.                             XXXXXX X. XXXXXXXXX
 
By: _________________________________     _____________________________________
 
Its: ________________________________