
<PAGE>
Exhibit 4.5
                            SUBSIDIARY GUARANTEE


  CompTeam Inc., a Delaware corporation ("Guarantor"), hereby executes this
Subsidiary Guarantee (this "Subsidiary Guarantee") on behalf of its sole
stockholder, CompUSA Inc., a Delaware corporation (the "Company") in
connection with that certain Indenture (the "Indenture") dated as of June 17,
1993, among the Company, certain of its subsidiaries (collectively, with the
Guarantor, the "Guarantors") and U.S. Trust Company of Texas, N.A. (the
"Trustee").  Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

  The Guarantor hereby unconditionally guarantees to each Holder of a
Security
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of
the
Indenture, the Securities and the obligations of the Company thereunder,
that:
(a) the principal of and interest on the Securities will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Securities, if
any, if lawful, and all other obligations of the Company to the
Securityholders or the Trustee thereunder will be promptly paid in full or
performed, all in accordance with the terms thereof; and (b) in case of any
extension of time of payment or renewal of any Securities or any of such
other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.  Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason,
the
Guarantor will be jointly and severally obligated (together with the other
Guarantors) to pay the same immediately.  The Guarantor hereby agrees that
its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Securities or the Indenture,
the
absence of any action to enforce the same, any waiver or consent by any
Securityholder with respect to any provisions thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance that might otherwise constitute a legal or equitable discharge
or
defense of the Guarantor.  The Guarantor hereby waives diligence,
presentment,
demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and
covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities and the
Indenture.  If any Securityholder or the Trustee is required by any court or
otherwise to return to the Company or any Guarantor, or any Custodian,
Trustee, liquidator or other similar official acting in relation to either
the
Company or the Guarantors, any amount paid by either to the Trustee or such
Securityholder, this Subsidiary Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.  The Guarantor
agrees that it shall not be entitled to any right of subrogation in relation
to the Securityholders in respect of any obligations guaranteed hereby until

<PAGE>
payment in full of all obligations guaranteed hereby.  The Guarantor further
agrees that, as between the Guarantors, on the one hand, and the
Securityholders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 of
the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed thereunder, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 of
the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Subsidiary Guarantee.  The Guarantor shall have the right to seek
contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Securityholders under this Subsidiary Guarantee.

  The Guarantor agrees to pay any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Holder in
enforcing
any rights under this Subsidiary Guarantee; provided, however, that the
maximum liability of the Guarantor pursuant to this Subsidiary Guarantee
shall be limited by the following paragraph.

  The Guarantor hereby confirms that it is the intention of all parties that
the guarantee by the Guarantor pursuant to this Subsidiary Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any similar federal or state law.  To effectuate the foregoing
intention, the Guarantor hereby irrevocably agrees that the obligations of
such Guarantor under this Subsidiary Guarantee shall be limited to the
maximum
amount as will, after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such
other Guarantor under its Subsidiary Guarantee, result in the obligations of
the Guarantor under this Subsidiary Guarantee not constituting such
fraudulent
transfer or conveyance.

  No stockholder, officer, director or incorporator, as such, past, present
or
future, of the Guarantor shall have any personal liability under this
Subsidiary Guarantee by reason of his or its status as such stockholder,
officer, director or incorporator.

  This Subsidiary Guarantee shall be binding upon the Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Securityholders and, in the event of any
transfer or assignment of rights by any Securityholder or the Trustee, the
rights and privileges herein conferred upon that party shall automatically
extend to and be vested in such transferee or assignee, all subject to the
terms and conditions hereof.

  The obligations of the Guarantor to the Securityholders and to the Trustee
pursuant to this Subsidiary Guarantee and the Indenture are expressly
subordinated to the extent set forth in Article 11 of the Indenture and
reference is hereby made to such Indenture for the precise terms of such
subordination.


<PAGE>
  Concurrently with a sale or other disposition of assets or all of the
capital stock of the Guarantor in compliance with the terms and conditions
set
forth in the Indenture, including Sections 4.10 and 11.04 thereof, such
assets
shall automatically be released from any Liens in favor of the Trustee and,
if
the assets sold or otherwise disposed of include all or substantially all of 


the assets of the Guarantor or all of the capital stock of the Guarantor,
then
the Guarantor (in the event of a sale or other disposition of all of the
capital stock of such Guarantor) or the purchaser of the property (in the
event of a sale or other disposition of all or substantially all of the
assets
of such Guarantor) shall automatically be released from and relieved of any
obligations under the Subsidiary Guarantee without any action required on the
part of the Trustee or any Securityholder.

                                       CompTeam Inc.



                                       By: /s/ Mark R. Walker                 

                                          ---------------------------
                                       Its: Vice President & Secretary        


