
<PAGE>
Exhibit 10.10
               AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY


  THIS AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY (this "Agreement"),
dated
as of December 1, 1995, is executed by CompTeam Inc., a Delaware corporation
("CompTeam"), in favor of the Administrative Lender and the Lenders (each as
defined in the Credit Agreement referred to below).


                                 BACKGROUND

  
11. CompUSA Inc., a Delaware corporation ("Company"), the Administrative
Lender and the Lenders have entered into a Credit Agreement, dated as of June
16, 1995 (said Credit Agreement, as amended or otherwise modified from time
to
time, being the "Credit Agreement").  The capitalized terms not otherwise
defined herein shall have the meanings specified in the Credit Agreement.

  12.    CompFinance Inc., a Delaware corporation ("CompFinance"), and
CompService Inc., a Delaware corporation ("CompService") (CompFinance and
CompService being collectively the "Existing Guarantors"), entered into that
certain Subsidiary Guaranty, dated as June 16, 1995 (the "Subsidiary
Guaranty").

  13.    On December 1, 1995, the Company formed CompTeam, a wholly-owned
Subsidiary of the Company.

  14.    Section 7.3(d) of the Credit Agreement requires that CompTeam
immediately become a party to the Subsidiary Guaranty.

  15.    The Board of Directors of CompTeam has determined that the Advances
made and to be made to the Company under the Credit Agreement may reasonably
be expected to benefit, directly or indirectly, CompTeam.

  NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter and contained in the Credit Agreement and the other
Loan
Documents, the parties hereto agree as follows:

  16.    Agreement.  CompTeam hereby unconditionally agrees to be a Guarantor
under the Subsidiary Guaranty, and agrees to be bound by the Subsidiary
Guaranty and to undertake the duties, liabilities and obligations of a
Guarantor under the Subsidiary Guaranty to the same extent as if originally
named therein as a Guarantor.

  17.    Representations and Warranties.  By its execution and delivery
hereof, CompTeam represents and warrants to the Lenders as follows:

    (a)  The execution, delivery and performance by CompTeam of this
Agreement
and each other document and instrument to be delivered hereunder:

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         (i)  are within CompTeam's corporate power;

         (ii) have been duly authorized by all necessary corporate action,
including, without limitation, the consent of shareholders required;
         (iii) will not (A) contravene its Certificate of Incorporation or
bylaws, or
    (B) conflict with or result in a breach of, or constitute a default
under,
or result in or permit the termination or acceleration of, any agreement or
other contractual obligation of CompTeam;

         (iv) do not require the consent, authorization by, or approval of,
or
notice to, or filing or registration with, any governmental authority or any
other Person, other than those which have been obtained and copies of which
have been delivered to the Administrative Lender, each of which is in full
force and effect.

    (b)  This Agreement has been duly executed and delivered by CompTeam.

    (c)  This Agreement is the legal, valid and binding obligation of
CompTeam, enforceable against CompTeam in accordance with its terms, except
as
enforceability may be limited by applicable Debtor Relief Laws and general
principles of equity.

  18.    Conditions of Effectiveness.  This Agreement shall be effective as
of
the date first above written, subject to the following:

    (a)  The Administrative Lender shall have received counterparts of this
Agreement executed by CompTeam and acknowledged by the Existing Guarantors;

    (b)  The Administrative Lender shall have received an Officer's
Certificate of CompTeam, containing (i) the Certificate of Incorporation of
CompTeam, (ii) bylaws of CompTeam,
  (iii) certified corporate resolutions of the Board of Directors of CompTeam
authorizing CompTeam to enter into this Agreement and the documents,
transactions and matters contemplated hereby, and (iv) the names and true
signatures of the officers of CompTeam authorized to execute and deliver this
Agreement on behalf of CompTeam.

    (c)  The Administrative Lender shall have received an executed copy of
the
Agreement and Adoption of Subordination Agreement executed by all parties
thereto.

  19.    Reference to the Subsidiary Guaranty.

    (a)  Upon the effectiveness of this Agreement, each reference in the
Subsidiary Guaranty to this "Guaranty", "hereunder", or words of like import
shall mean and be a reference to the Subsidiary Guaranty, as affected hereby.

    (b)  The Subsidiary Guaranty, as affected hereby, shall remain in full
fore and effect and is hereby ratified and confirmed.




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  20.    Costs, Expenses and Taxes.  CompTeam agrees to pay on demand all
reasonable costs and expenses of Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder


(including the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Lender with respect thereto).

  21.    Execution In Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which when taken together shall constitute but one
and the same instrument.

  22.    Governing Law; Binding Effect.  This Agreement shall be governed by
and construed in accordance with the laws of the State of Texas and shall be
binding upon Borrower and each Lender and their respective successors and
assigns.

  23.    Headings.  Section headings in this Agreement are included herein
for
convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.





                 REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


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  IN WITNESS WHEREOF, CompTeam has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.

                                  COMPTEAM INC.



                                  By:  /s/ Mark R. Walker                   
                                       ------------------------------
                                       Name: Mark R. Walker                 
                                       Title: V.P. & Secretary              
Address for CompTeam Inc.:

c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention:    Robert L. Silmon
    Vice President-Finance and Planning


The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:

COMPFINANCE INC.



By: /s/ Joan Dobrzynski                
    -----------------------
  Name: Joan Dobrzynski      
  Title: President                


COMPSERVICE INC.



By: /s/ Joan Dobrzynski    
    -----------------------            
  Name: Joan Dobrzynski      
  Title: President                

