
<PAGE>
Exhibit 10.12
             AGREEMENT AND ADOPTION OF SUBORDINATION AGREEMENT


  THIS AGREEMENT AND ADOPTION OF SUBORDINATION AGREEMENT (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

  
24. 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.

  25.    CompFinance Inc., a Delaware corporation ("CompFinance"),
CompService
Inc., a Delaware corporation ("CompService") (CompFinance and CompService
being collectively the "Existing Subordinate Creditors"), and the
Administrative Lender for the Lenders entered into that certain Subordination
Agreement, dated as June 16, 1995 (the "Subordination Agreement").

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

  27.    Section 7.3(d) of the Credit Agreement requires that CompTeam
immediately become a party to the Subordination Agreement.

  28.    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:

  29.    Agreement.  CompTeam hereby unconditionally agrees to be a
Subordinate Creditor under the Subordination Agreement, and agrees to be
bound
by the Subordination Agreement and to undertake the duties, liabilities and
obligations of a Subordinate Creditor under the Subordination Agreement to
the
same extent as if originally named therein as a Subordinate Creditor.

  30.    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.

  31.    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
  Subordinate Creditors;

    (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 Subsidiary Guaranty executed by all
parties
  thereto.

  32.    Reference to the Subordination Agreement.

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

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


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  33.    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).

  34.    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.

  35.    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.

  36.    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 Subordinate Creditors
hereby acknowledge this Agreement and confirm that
their obligations in respect of the Subordination
Agreement 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                


CONSENTED AND AGREED TO:

COMPUSA INC.


By: /s/ James E. Skinner        
   -------------------------------       
  Name: James E. Skinner     
  Title: Executive Vice President 
