Code of Business Conduct (2003)Full Document 

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                            CODE OF BUSINESS CONDUCT
                           Putting Values Into Action


                                Table of Contents


PUTTING THE CODE OF BUSINESS CONDUCT TO WORK                               1
         About the Code of Business Conduct                                1
         Meeting Our Shared Obligations                                    1

RESPONSIBILITY TO OUR ORGANIZATION                                         1
         Conflicts of Interest                                             1
                  Improper Personal Benefits from the Company              2
                  Financial Interests in Other Businesses                  2
                  Business Arrangements With the Company                   2
                  Outside Employment or Activities With a Competitor       2
                  Outside Employment With a Customer or Supplier           2
                  Charitable, Government and Other Outside Activities      2
                  Family Members Working in the Industry                   3
         Corporate Opportunities                                           3
         Entertainment, Gifts and Gratuities                               3
                  Receipt of Gifts and Entertainment                       4
                  Providing Gifts and Entertainment                        4
         Protection and Proper Use of Company Assets                       5
         Company Books and Records                                         5
         Document Retention Policy                                         5
         Intellectual Property                                             6
                  Confidential Information and Trade Secrets               6
                  Trademarks                                               7
                  Copyright Compliance                                     7
                  Intellectual Property Rights of Others                   7
         Computer and Communication Resources                              7
         Insider Trading                                                   8
         Responding to Inquiries from the Press and Others                 9

COMPETING WITH INTEGRITY                                                   9
         Success in the Marketplace                                        9
         Antitrust Laws                                                    9
         Gathering Competitive Information                                10

RESPONSIBILITY TO OUR PEOPLE                                              11
         Respecting One Another                                           11
         Employee Privacy                                                 11
         Equal Employment Opportunity and Nondiscrimination               11
                  Sexual and Other Forms of Harassment                    12
                  Reporting Responsibilities and Procedures               12
         Environmental Policies                                           12
         Safety in the Workplace                                          13
                  Weapons and Workplace Violence                          13
                  Drugs and Alcohol                                       13

INTERACTING WITH GOVERNMENT                                               14
         Prohibition on Gifts to Government Officials and Employees       14
         Political Contributions and Lobbying Activities                  14
                  Political Contributions and Activities                  14
                  Lobbying Activities                                     14

         Responsibilities                                                 14
         Seeking Guidance                                                 15
         Reporting Violations                                             15
         Investigations of Violations                                     15
         Discipline for Violations                                        15
         Remember                                                         16


About the Code of Business Conduct

We at Merisel are committed to the highest standards of business conduct in our
relationships with each other and with our customers, suppliers, shareholders
and others. This means conducting our business in accordance with all applicable
laws and regulations, and it also means being committed to following the spirit
(and not just the letter) of the law. Merisel's Code of Business Conduct helps
each of us in this endeavor by providing a statement of the fundamental
principles and key policies and procedures that govern the conduct of our
business. The Code applies to all Company personnel, which includes every
officer, director, and Associate.

The Code is a statement of policies for individual and business conduct and does
not, in any way, constitute an employment contract or an assurance of continued

Meeting Our Shared Obligations

Each of us is responsible for knowing and understanding the policies and
guidelines contained in the following pages. But that is merely the first step.
We also have an obligation to comply with the letter and spirit of the Code and
all other Company policies, report violations of the Code and other improper
conduct, and know when to ask for guidance when we encounter ethical questions
and dilemmas. Our actions should reflect Merisel's values, demonstrate ethical
leadership, and promote a work environment that upholds Merisel's reputation for
integrity, ethical conduct and trust.

  The way we do business is just as important as the business that we do.


Merisel Associates are expected to dedicate their best efforts to Company
business and to avoid any conflicts with the interests of Merisel. The Company
has great trust and confidence in the conduct of its Associates, and they should
at all times act in a manner to preserve that trust and confidence.

Conflicts of Interest

In order to maintain the highest degree of integrity in the conduct of the
Company's business and to maintain independent judgment, Associates must avoid
any activity or personal interest that creates or appears to create a conflict
between their interests and the interests of the Company. A conflict of interest
arises any time an Associate has two or more duties or interests that are
mutually incompatible and may tend to conflict with the proper and impartial
discharge of the Associate's duties, responsibilities, or obligations to the
Company. Associates should never act in a manner that could cause them to lose
their independence and objectivity or that could adversely affect the confidence
of our customers, suppliers or fellow Associates in the integrity of the Company
or its procedures. Although we cannot list every conceivable conflict, following
are some common examples that illustrate actual or apparent conflicts of

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