
<PAGE>
Exhibit 10.17


                           EMPLOYMENT AGREEMENT


    This Employment Agreement ("Agreement"), dated as of May 1, 1996, is
between CompUSA Inc., a Delaware corporation, and _________________________
("Employee").

                             R E C I T A L S:

    A.   Employee has been employed by Employer, and Employer and Employee
desire to enter into a written agreement to specify the terms and conditions
of Employee's continued employment with Employer.

    B.   Employer considers the maintenance of a sound management team,
including Employee, essential to protecting and enhancing its best interests
and those of its stockholders.

    C.   Employer recognizes that the possibility of a change in control of
Employer may result in the departure or distraction of management to the
detriment of Employer and its stockholders.

    D.   Employee is a vice president of Employer and an integral member of
its management team.

    E.   Employer has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of selected
members of Employer's management team to their assigned duties without the
distraction arising from the possibility of a change in control of Employer.

    NOW, THEREFORE, in consideration of Employee's past and future employment
with Employer and other good and valuable consideration, the parties agree as
follows:

    Section 1.     Employment.  Employer hereby employs Employee, and
Employee
hereby accepts employment, upon the terms and subject to the conditions
hereinafter set forth.

    Section 2.     Duties.  Employee shall be employed as Vice President -
______________ of Employer, or such other position to which he may be
appointed by the Board of Directors.  Employee agrees to devote his full time
and best efforts to the performance of the duties attendant to his executive
position with Employer.

    Section 3.     Term.  The term of employment of Employee hereunder shall
commence on the date of this Agreement (the "Commencement Date") and continue
until May 1, 1998, unless earlier terminated pursuant to Section 6 or Section
10.

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    Section 4.     Compensation and Benefits.  In consideration for the
services of Employee hereunder, Employer shall compensate Employee as
follows:

    (a)  Base Salary.  Until the termination of Employee's employment
hereunder, Employer shall pay Employee, semi-monthly in arrears, a base
salary
at an annual rate of $________ (the "Base Salary").  The Base Salary may not
be decreased at any time during the term of Employee's employment hereunder
and shall be reviewed by Employer each October.  Any increase in the Base
Salary shall be in the sole discretion of the Compensation Committee of the
Board of Directors of the Company.

    (b)  Management Incentive Bonus.  Employee shall be eligible to receive
from Employer such annual management incentive bonuses as may be provided in
management incentive bonus plans adopted from time to time by Employer.

    (c)  Vacation.  Employee shall be entitled to _____ hours of paid
vacation
per year at the reasonable and mutual convenience of Employer and Employee. 
Unless otherwise approved by the Compensation Committee of the Board of
Directors of the Company, accrued vacation not taken in any calendar year
shall not be carried forward or used in any subsequent calendar year.

    (d)  Insurance Benefits.  Employer shall provide accident, health,
dental,
disability and life insurance for Employee under the group accident, health,
dental, disability and life insurance plans maintained by Employer for its
full-time, salaried employees.

    (e)  Car Allowance.  As a condition of Employee's employment, Employee
shall from time to time be required to travel by automobile on Employer's
business.  Accordingly, during the term of Employee's employment hereunder,
Employer shall provide Employee with a monthly car allowance of $600, payable
in equal semi-monthly installments, to cover Employee's costs of obtaining,
maintaining and insuring a suitable automobile.

    Section 5.     Expenses.  The parties anticipate that in connection with
the services to be performed by Employee pursuant to the terms of this
Agreement, Employee will be required to make payments for travel,
entertainment of business associates and similar expenses.  Employer shall
reimburse Employee for all reasonable expenses of types authorized by
Employer
and incurred by Employee in the performance of his duties hereunder. 
Employee
shall comply with such budget limitations and approval and reporting
requirements with respect to expenses as Employer may establish from time to
time.

    Section 6.     Termination.

    (a)  General.  Employee's employment hereunder shall commence on the
Commencement Date and continue until the end of the term specified in Section
3, except that the employment of Employee hereunder shall terminate prior to
such time in accordance with the following:

         (i)  Death or Disability.  Upon the death of Employee during the
term
    of his employment hereunder or, at the option of Employer, in the event
of
    Employee's Disability, upon 30 days' notice to Employee.

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         (ii) For Cause.  For "Cause" immediately upon written notice by
    Employer to Employee.  A termination shall be for Cause if:

              (1)  Employee commits a criminal act involving moral
         turpitude; or

              (2)  Employee commits a material breach of any of the
         covenants, terms and provisions hereof or fails to obey written
         directions delivered to Employee by the Company's Chairman of the
         Board, President, Chief Executive Officer or its Board of Directors
         or by any of the Company's Executive Vice Presidents or Senior Vice
         Presidents.

         (iii)     Without Cause.  Without Cause upon notice by Employer to
    Employee.

    (b)  Severance Pay.

         (i)  Termination Upon Death or Disability or For Cause.  Employee
    shall not be entitled to any severance pay or other compensation upon
    termination of his employment pursuant to Section 6(a)(i) or (ii) except  

    for his Base Salary accrued but unpaid as of the date of termination,  
    unpaid expense reimbursements under Section 5 for expenses incurred in 
    accordance with the terms hereof prior to termination, and compensation 
    for accrued, unused vacation as of the date of termination.

         (ii) Termination Without Cause.  In the event Employee's employment
    hereunder is terminated pursuant to Section 6(a)(iii), Employer shall pay
    Employee Separation Payments as Employee's sole remedy in connection with
    such termination.  "Separation Payments" are payments made at the semi-
    monthly rate of Employee's Base Salary in effect immediately preceding
the
    date of termination.  Separation Payments shall be made for six months  
    after the date of termination (the "Separation Payment Period") and shall 
    be paid by Employer in equal semi-monthly payments in arrears. 
Separation 
    Payments shall be reduced by the amount of any personal services income 
    earned by Employee during the Separation Payment Period.  Employer shall 
    also pay Employee his Base Salary accrued but unpaid as of the date of  
    termination, unpaid expense reimbursements under Section 5 for expenses 
    incurred in accordance with the terms hereof prior to termination, and 
    compensation for accrued, unused vacation as of the date of termination.  
    Separation Payments shall be made for the number of months specified
above 
    without regard to the number of months remaining in the term of this 
    Agreement.  This paragraph is subject to the provisions of Section 10(j) 
    dealing with the coordination of payments in the event of a Change In 
   Control.

    (c)  Transfers of Employment.  Employee's employment hereunder shall
continue until the earlier of the following:

         (i)  Employee's employment with all Employers terminates; or

         (ii) the last Employer (other than the Company) by which Employee is
    employed under this Agreement ceases to be a subsidiary or affiliate of  

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    the Company.  For purposes of Section 6(b)(ii), the termination of  
    Employee's employment hereunder pursuant to this Section 6(c)(ii) shall
be 
    treated as a termination by Employer without Cause pursuant to Section 
    6(a)(iii).

    Section 7.     Inventions; Assignment.

    (a)  Inventions Defined.  All rights to discoveries, inventions,
improvements, designs and innovations (including all data and records
pertaining thereto) that relate to the business of Employer, whether or not
patentable, copyrightable or reduced to writing, that Employee may discover,
invent or originate during the term of his employment hereunder, and for a
period of six months thereafter, either alone or with others and whether or
not during working hours or by the use of the facilities of Employer
("Inventions"), shall be the exclusive property of Employer.  Employee shall
promptly disclose all Inventions to Employer, shall execute at the request of
Employer any assignments or other documents Employer may deem necessary to
protect or perfect its rights therein, and shall assist Employer, at
Employer's expense, in obtaining, defending and enforcing Employer's rights
therein.  Employee hereby appoints Employer as his attorney-in-fact to
execute
on his behalf any assignments or other documents deemed necessary by Employer
to protect or perfect its rights to any Inventions. 

    (b)  Covenant to Assign and Cooperate.  Without limiting the generality
of
the foregoing, Employee shall assign and transfer to Employer the world-wide
right, title and interest of Employee in the Inventions.  Employee agrees
that
Employer may apply for and receive patent rights (including Letters Patent in
the United States) for the Inventions in Employer's name in such countries as
may be determined solely by Employer.  Employee shall communicate to Employer
all facts known to Employee relating to the Inventions and shall cooperate
with Employer's reasonable requests in connection with vesting title to the
Inventions and related patents exclusively in Employer and in connection with
obtaining, maintaining and protecting Employer's exclusive patent rights in
the Inventions.

    (c)  Successors and Assigns.  Employee's obligations under this Section 7
shall inure to the benefit of Employer and its successor and assigns and
shall
survive the expiration of the term of this Agreement for such time as may be
necessary to protect the proprietary rights of Employer in the Inventions.

    Section 8.     Confidential Information.

    (a)  Acknowledgment of Proprietary Interest.  Employee acknowledges the
proprietary interest of Employer in all Confidential Information.  Employee
agrees that all Confidential Information learned by Employee during his
employment with Employer or otherwise, whether developed by Employee alone or
in conjunction with others or otherwise, is and shall remain the exclusive
property of Employer.  Employee further acknowledges and agrees that his
disclosure of any Confidential Information will result in irreparable injury
and damage to Employer.

    (b)  Confidential Information Defined.  "Confidential Information" means
all confidential and proprietary information of Employer, including without

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limitation (i) information derived from reports, investigations, experiments,
research and work in progress, (ii) methods of operation, (iii) market data,
(iv) proprietary computer programs and codes, (v) drawings, designs, plans
and
proposals, (vi) marketing and sales programs, (vii) client lists, (viii)
historical financial information and financial projections, (ix) pricing
formulae and policies, (x) all other concepts, ideas, materials and
information prepared or performed for or by Employer and (xi) all information
related to the business, products, purchases or sales of Employer or any of
its suppliers and customers, other than information that is publicly
available.

    (c)  Covenant Not To Divulge Confidential Information.  Employer is
entitled to prevent the disclosure of Confidential Information.  As a portion
of the consideration for the employment of Employee and for the compensation
being paid to Employee by Employer, Employee agrees at all times during the
term of his employment hereunder and thereafter to hold in strict confidence
and not to disclose or allow to be disclosed to any person, firm or
corporation, other than to persons engaged by Employer to further the
business
of Employer, and not to use except in the pursuit of the business of
Employer,
the Confidential Information, without the prior written consent of Employer.

    (d)  Return of Materials at Termination.  In the event of any termination
or cessation of his employment with Employer for any reason, Employee will
promptly deliver to Employer all documents, data and other information
derived
from or otherwise pertaining to Confidential Information.  Employee shall not
take or retain any documents or other information, or any reproduction or
excerpt thereof, containing or pertaining to any Confidential Information.

    Section 9.     Noncompetition.

    (a)  Until one year after termination of Employee's employment hereunder,
Employee shall not do any of the following:

         (i)  engage directly or indirectly, alone or as a shareholder,
    partner, director, officer, employee of or consultant to any other  
    business organization, in any business activities that:

              (1)  relate to the wholesale, direct or retail sale of
         computer hardware, software, peripherals, training or other computer
         related services (the "Designated Industry"); or

              (2)  were either conducted by Employer prior to the
         termination of Employee's employment hereunder or proposed to be
         conducted by Employer at the time of such termination;

         (ii) divert to any competitor of Employer in the Designated Industry
    any customer of Employer; or

         (iii)     solicit or encourage any director, officer, employee of or
    consultant to Employer to end his relationship with Employer or commence 
    any such relationship with any competitor of Employer in the Designated
    Industry.

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    (b)  Employee's noncompetition obligations hereunder shall not preclude
Employee from owning less than five percent of the common stock of any
publicly traded corporation conducting business activities in the Designated 
Industry.  If at any time the provisions of this Section 9 are determined to
be invalid or unenforceable by reason of being vague or unreasonable as to
area, duration or scope of activity, this Section 9 shall be considered
divisible and shall be immediately amended to only such area, duration and
scope of activity as shall be determined to be reasonable and enforceable by
the court or other body having jurisdiction over the matter, and Employee
agrees that this Section 9 as so amended shall be valid and binding as though
any invalid or unenforceable provision had not been included herein.

    Section 10.    Termination of Employment in Connection With a Change In
Control.

    (a)  Applicability.  The provisions of this Section 10 shall apply in
lieu
of all conflicting provisions in this Agreement in the event Employee's
employment hereunder is terminated in a Triggering Termination.  Each of the
following events constitutes a "Triggering Termination" when Employee's
employment hereunder is:

         (i)  actually terminated by Employer during an Applicable Period
    other than for Good Reason;

         (ii) Constructively Terminated by Employer during an Applicable
    Period other than for Good Reason;

         (iii)     terminated by Employee for any reason (other than death)
in 
    the period commencing 180 days after the Change In Control and ending 210 

    days after the Change in Control; or

         (iv) terminated pursuant to Section 6(c)(ii) during an Applicable
    Period.

    (b)  Termination Payment.

         (i)  Amount.  Upon the occurrence of a Triggering Termination,
    Employer shall pay Employee a lump sum payment in cash (the "Termination
    Payment") equal to one times the sum of the following items:

              (1)  Employee's annual base compensation determined by
         reference to his highest annual base compensation in effect at any
         time during Employee's employment with Employer;

              (2)  two times the Target Bonus that would be payable to
         Employee by Employer for the bonus period in which the Change In
         Control occurred; provided that the amount determined under this
         Section 10(b)(i)(2) shall not be less than 50% of the amount
         determined under Section 10(b)(i)(1);

              (3)  Employee's annualized car allowance determined by
         reference to his highest car allowance rate in effect at any time
         during Employee's employment with Employer;

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              (4)  the amount of Employee's Base Salary accrued but unpaid
         as of the date of the Triggering Termination;

              (5)  reimbursement under Section 5 for unpaid expenses
         incurred in the performance of his duties hereunder prior to the
date
         of the Triggering Termination;

              (6)  any other benefit accrued but unpaid as of the date of
         the Triggering Termination; and

              (7)  an amount that represents the estimated cost to Employee
         of obtaining accident, health, dental, disability and life insurance
         coverage for the 12 month period following the expiration of his
         continuation (COBRA) rights; provided that this Section 10(b)(i)(7)
         shall be applied without regard to, and the amount payable under
this
         Section 10(b)(i)(7) is in addition to, any continuation (COBRA)
         rights or conversion rights under any plan provided by Employer,
         which rights are not affected by any provision hereof.

         (ii) Time for Payment; Interest.  Employer shall pay the Termination
    Payment to Employee concurrent with the Triggering Termination.   
    Employer's obligation to pay to Employee any amounts under this Section 
    10, including without limitation the Termination Payment and any Gross Up 
    Payment due under Section 10(d), shall bear interest at the maximum rate 
    allowed by law until paid by Employer, and all accrued and unpaid
interest 
    shall bear interest at the same rate, all of which interest shall be 
    compounded daily.

    (c)  Change In Control.  A Change In Control shall be deemed to have
occurred for purposes hereof when any Person meets the requirements for
becoming an Acquiring Person, whether or not a Distribution Date occurs or
the
Rights are redeemed by Employer, as those terms are defined in the Rights
Agreement between the Company and Bank One, Texas, N.A. as Rights Agent
(First 
Interstate Bank of Texas, N.A. became successor Rights Agent as of November
1,
1995), dated as of April 29, 1994 (the "Rights Agreement"); provided that a
Change In Control shall not be deemed to have occurred for purposes hereof
with respect to any Person meeting the requirements of clauses (i) and (ii)
of
Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of 1934, as
amended.

    (d)  Gross Up Payment.

         (i)  Excess Parachute Payment.  If Employee incurs the tax (the
    "Excise Tax") imposed by Section 4999 of the Code on "excess parachute
    payments" within the meaning of Section 280G(b)(1) of the Code as the     

    result of the receipt of any payments under this Agreement, Employer
shall 
    pay to Employee an amount (the "Gross Up Payment") such that the net  
    amount retained by Employee, after deduction of (1) any Excise Tax upon  
    any payments under this Agreement (other than payments provided by this 
    Section 10(d)(i)) and (2) any federal, state and local income and 
    employment taxes (together with penalties and interest) and Excise Tax 
    upon the payments provided by this Section 10(d)(i), shall be equal to
the 
    amount of the payments that Employee is entitled to receive under this 

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    Agreement (other than payments provided by this Section 10(d)(i)).

     (ii) Applicable Rates.  For purposes of determining the amount of the
    Gross Up Payment, Employee shall be deemed:

              (1)  to pay federal income taxes at the highest marginal rate
         of federal income taxation applicable to individual taxpayers in the
         calendar year in which the Gross Up Payment is made (which rate
shall
         be adjusted as necessary to take into account the effect of any
         reduction in deductions, exemptions or credits otherwise available
to
         Employee had the Gross Up Payment not been received);

              (2)  to pay additional employment taxes as a result of the
         receipt of the Gross Up Payment in an amount equal to the highest
         marginal rate of employment taxes applicable to wages; provided that
         if any employment tax is applied only up to a specified maximum
         amount of wages, such limit shall be taken into account for purposes
         of such calculation; and

              (3)  to pay state and local income taxes at the highest
         marginal rates of taxation in the state and locality of Employee's
         residence on the date of the Triggering Termination, net of the
         maximum reduction in federal income taxes that could be obtained
from
         deduction of such state and local taxes.

         (iii)     Determination of Gross Up Payment Amount.  The 
    determination of the amount of the Gross Up Payment shall be made by
Ernst 
    & Young LLP or another nationally recognized public accounting firm 
    selected by Employee (in either case, the "Accountants").  If the amount 
    of the Excise Tax payable by Employee, based upon a "Determination," is 
    different from the Excise Tax computed by the Accountants for purposes of 

    determining the Gross Up Payment amount, then appropriate adjustments to 
    the Gross Up Payment amount shall be made in the manner provided in 
    Section 10(d)(iv).  For purposes of determining the Gross Up Payment 
    amount prior to a Determination of the Excise Tax, the following 
    assumptions shall be utilized:

              (1)  that portion of the Termination Payment that is
         attributable to the items described in Sections 10(b)(i)(1), (2),
(3)
         and (7), and the Gross Up Payment, shall be treated as Parachute
         Payments, without regard to whether a Change In Control satisfies
the
         requirements of Section 280G(b)(2)(A)(i) of the Code;

              (2)  no portion of any payment made pursuant to Sections
         10(b)(i)(4), (5) or (6) or Section 11(c) shall be treated as a
         Parachute Payment;

              (3)  the amount payable to Employee pursuant to Section 10(k)
         shall be:

                   (I)  deemed to be equal to 15% of the amount determined
              under Section 10(b)(i)(1);


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                   (II) deemed to have been paid immediately following the
              Change In Control;

               (III)     deemed to include the additional amount payable
              under Section 10(k), if any, for additional taxes payable by
              Employee as a result of the receipt of the payment described in
              Section 10(k); and

                   (IV) treated 100% as a Parachute Payment;

              (4)  the "ascertainable fair market value" (as set forth in
         Prop. Treas. Reg. Sec. 1.280G-1, Q&A 13) of the Options, the vesting
         of which was accelerated by the Change In Control as provided in the
         Incentive Plan and as further provided in Section 10(i), shall be
         equal to the product of (I) and (II) as set forth below:

                   (I)  the number of shares covered by such Options; and

                   (II) the difference between:

                        a.   the fair market value per share as of the
                   date of the Change In Control; and

                        b.   the exercise price per share of stock subject
                   to such Options; and

              (5)  for purposes of applying the rules set forth in Prop.
         Treas. Reg. Sec. 1.280G-1, Q&A 24(c) to a payment described in Prop.
         Treas. Reg. Sec. 1.280G-1, Q&A 24(b), the amount reflecting the
lapse
of
         the obligation to continue performing services shall be equal to the
         minimum amount allowed for such payment as set forth in Prop. Treas.
         Reg. Sec. 1.280G-1, Q&A 24(c)(2) (or if Prop. Treas. Reg. Sec.
         1.280G-1 has been superseded by temporary or final regulations, the 
         minimum amount provided for in any temporary or final regulations 
         that supersede Prop. Treas. Reg. Sec. 1.280G-1 and that are  
         applicable to the Termination Payment, Gross Up Payment, or both).

         (iv) Time For Payment.  Employer shall pay the estimated Gross Up
    Payment amount in cash to Employee concurrent with the payment of the
    Termination Payment.  Employee and Employer agree to reasonably cooperate
    in the determination of the actual Gross Up Payment amount.  Further,
    Employee and Employer agree to make such adjustments to the estimated  
    Gross Up Payment amount as may be necessary to equal the actual Gross Up  
    Payment amount, which in the case of Employee shall refer to refunds of  
    prior overpayments and in the case of Employer shall refer to makeup of  
    prior underpayments.

    (e)  Term.  Notwithstanding the provisions of Section 3, if a Change In
Control occurs prior to April 30, 1998, Sections 10, 11 and 12 shall continue
in effect for a period of 24 months after the date of the Change In Control.

    (f)  No Duty to Mitigate Damages.  Employee's rights and privileges under
this Section 10 shall be considered severance pay in consideration of his
past

<PAGE>
service and his continued service to Employer from the Commencement Date, and
his entitlement thereto shall neither be governed by any duty to mitigate his
damages by seeking further employment nor offset by any compensation that he 
may receive from future employment.

    (g)  Arbitration.  Except as provided in Section 10(i) and in Section
11(d) with respect to Section 10(l), any controversy or claim arising out of
or relating to this Section 10, or the breach thereof, shall be settled
exclusively by arbitration in Dallas, Texas, in accordance with the
Commercial
Arbitration Rules of the American Arbitration Association then in effect. 
Judgment upon the award rendered by the arbitrator may be entered in, and
enforced by, any court having jurisdiction thereof.

    (h)  No Right To Continued Employment.  This Section 10 shall not give
Employee any right of continued employment or any right to compensation or
benefits from Employer except the rights specifically stated herein.

    (i)  Restricted Stock and Exercise of Stock Options.  Employee may hold
options ("Options") issued under the Incentive Plan that become immediately
exercisable upon a Change In Control.  In addition, Employee may hold
restricted stock ("Restricted Stock") also issued under the Incentive Plan
pursuant to which applicable restrictions will lapse upon a Change In
Control. 
Employer shall take no action to facilitate a transaction involving a Change
In Control, including without limitation redemption of the Rights issued
pursuant to the Rights Agreement, unless it has taken such action as may be
necessary to ensure that Employee has the opportunity to exercise all Options
he may then hold, and obtain certificates containing no restrictive legends
in
respect of any Restricted Stock he may then hold, at a time and in a manner
that shall give Employee the opportunity to sell or exchange the securities
of
Employer acquired upon exercise of his Options and upon receipt of
unrestricted certificates for shares of Common Stock in respect of his
Restricted Stock, if any (collectively, the "Acquired Securities"), at the
earliest time and in the most advantageous manner any holder of the same
class
of securities as the Acquired Securities is able to sell or exchange such
securities in connection with such Change In Control.  Employer acknowledges
that its covenants in the preceding sentence (the "Covenants") are reasonable
and necessary in order to protect the legitimate interests of Employer in
maintaining Employee as one of its employees and that any violation of the
Covenants by Employer would result in irreparable injuries to Employee, and
Employer therefore acknowledges that in the event of any violation of the
Covenants by Employer or its directors, officers or employees, or any of
their
respective agents, Employee shall be entitled to obtain from any court of
competent jurisdiction temporary, preliminary and permanent injunctive relief
in order to (i) obtain specific performance of the Covenants, (ii) obtain
specific performance of the exercise of his Options, delivery of certificates
containing no restrictive legends in respect of his Restricted Stock and the
sale or exchange of the Acquired Securities in the advantageous manner
contemplated above or (iii) prevent violation of the Covenants; provided that
in the event Employee fails to obtain such injunctive relief, nothing in this
Agreement shall be deemed to prejudice Employee's rights to damages for
violation of the Covenants.

    (j)  Coordination With Other Payments.

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         (i)  After the termination of Employee's employment hereunder:

              (1)  if Employee is entitled to receive Separation Payments;
         and

              (2)  Employee subsequently becomes entitled to receive a
         Termination Payment, Gross Up Payment or both, then

         (ii) prior to the disbursement of the Termination Payment and Gross
    Up Payment:

              (1)  the payment date of all unpaid Separation Payments shall
         be accelerated to the payment date of the Termination Payment and
         such Separation Payments shall be made (in this event, Employer
         waives any requirement that Employee reduce the Separation Payments
         by the amount of any income earned by Employee thereafter); and

              (2)  the Termination Payment shall be reduced by the amount of
         the Separation Payments so accelerated and made.

    (k)  Outplacement Services.  If Employee becomes entitled to receive a
Termination Payment under this Section 10, Employer agrees to reimburse
Employee for the amount of any outplacement consulting fees and expenses
incurred by Employee during the two year period following the Change In
Control; provided that the aggregate amount reimbursed by Employer shall not
exceed 15% of the amount determined pursuant to Section 10(b)(i)(1).  In
addition and as to each reimbursement payment, to the extent that any
reimbursement under this Section 10(k) is not deductible by Employee for
federal, state and local income tax purposes, Employer shall pay Employee an
additional amount such that the net amount retained by Employee, after
deduction of any federal, state and local income tax on the reimbursement and
such additional amount, shall be equal to the reimbursement payment.  All
amounts under this Section 10(k) shall be paid by Employer within 15 days
after Employee's presentation to Employer of any statements of such amounts
and thereafter shall bear interest at the maximum rate allowed by law until
paid by Employer, and all accrued and unpaid interest shall bear interest at
the same rate, all of which interest shall be compounded daily. 

    (l)  Noncompetition.

         (i)  Following the occurrence of a Triggering Termination, Employee
    shall not:

              (1)  for a period of one year following the date of the
         Triggering Termination engage directly or indirectly, alone or as a
         shareholder, partner, director, officer, employee of or consultant
         to, any entity other than Employer that is in existence on the date
         of the Triggering Termination and is at that time engaged directly,
         or indirectly through any subsidiary, division or other business
unit
         (individually, an "Entity"), in retail or direct sales of computer
         hardware, software, peripherals, training or other computer related
         services to end users (the "Change In Control Designated Industry");
         or


<PAGE>
              (2)  for a period of one year following the date of the
         Triggering Termination solicit or encourage any director, officer,
         employee of or consultant to Employer to end his relationship with
         Employer and commence any such relationship with any competitor of
         Employer in the Change In Control Designated Industry.

         (ii) Notwithstanding the foregoing, an Entity shall not be deemed to
    be engaged in the Change In Control Designated Industry if retail and 
    direct sales of computer hardware, software, peripherals, training or  
    other computer related services to end users are incidental to such  
    Entity's business.  Retail and direct sales of computer hardware,  
    software, peripherals, training or other computer related services shall  
    be deemed incidental to an Entity's business so long as:

              (1)  the aggregate of such sales by such Entity is 40% or less
         of the total sales of such Entity for the fiscal quarter of such
         Entity immediately preceding the date of the Triggering Termination
         or any of the eight immediately subsequent fiscal quarters of such
         Entity; and

              (2)  such Entity is not a member of a group of Entities under
         common control that includes one or more Computer Sales Entities;
         provided that the foregoing restriction shall be deemed not to have
         been violated if Employee terminates his employment or other
         prohibited relationship with an Entity promptly after his discovery
         that the Entity first became a Computer Sales Entity (during the
term
         of his relationship) during the preceding fiscal quarter of such
         Entity.  A "Computer Sales Entity" is defined as an Entity whose
         retail and direct sales of computer hardware, software, peripherals,
         training and other computer related services to end users, in the
         aggregate, are more than 40% of the total sales of such Entity,
         measured over any fiscal quarter.  Notwithstanding the foregoing,
the
         following Entities shall be deemed to be Computer Sales Entities
         engaged in the Change In Control Designated Industry:  Best Buy,
         Circuit City, Tandy Corporation (and its subsidiaries, affiliates
and
         divisions including Computer City), Fry's, Micro Electronics, Inc.
         (d/b/a Micro Center), Elek-Tek, Silo/Fretter and Computer Discount
         Warehouse, Inc.

         (iii)     If at any time the provisions of this Section 10(l) are
    determined to be invalid or unenforceable by reason of being vague or
    unreasonable as to area, duration or scope of activity, this Section
10(l)
    shall be considered divisible and shall be immediately amended to only  
    such area, duration or scope of activity as shall be determined to be 
    reasonable and enforceable by the court or other body having jurisdiction 
    over the matter; and Employee agrees that this Section 10(l) as so
amended 
    shall be valid and binding as though any invalid or unenforceable  
    provision had not been included herein.  Notwithstanding the foregoing,  
    Employee's noncompetition obligations hereunder shall not preclude 
    Employee from owning stock with less than five percent of the voting
power 
    or economic interest in any publicly traded corporation conducting 
    business activities in the Change In Control Designated Industry.


<PAGE>
    Section 11.    General.

    (a)  Notices.  All notices and other communications hereunder shall be in
writing or by written telecommunication, and shall be deemed to have been
duly
given if delivered personally or if mailed by certified mail, return receipt
requested or by written telecommunication, to the relevant address set forth
below, or to such other address as the recipient of such notice or
communication shall have specified to the other party in accordance with this
Section 11(a):

    If to Employer, to:                     with a copy to:

    CompUSA Inc.                            Jackson & Walker, L.L.P.
    14951 North Dallas Parkway              901 Main Street, Suite 6000
    Dallas, Texas  75240                    Dallas, Texas  75202
    Attention:  Chairman of the Board       Attention:  Fred W. Fulton
    Facsimile Number:  (214) 982-4276

    If to Employee, to:

    ___________________
    ___________________
    ___________________

    (b)  Withholding; No Offset.  All payments required to be made to
Employee
by Employer under this Agreement shall be subject to the withholding of such
amounts, if any, relating to federal, state and local taxes as may be
required
by law.  No payments under Section 10 of this Agreement shall be subject to
offset or reduction attributable to any amount Employee may owe to Employer
or
any other person.

    (c)  Legal and Accounting Costs.  Employer shall pay all attorneys' and
accountants' fees and costs incurred by Employee as a result of any breach by
Employer of its obligations under this Agreement, including without
limitation
all such costs incurred in contesting or disputing any determination made by
Employer under Section 10 or in connection with any tax audit or proceeding
to
the extent attributable to the application of Section 4999 of the Code to any
payment under Section 10.  Reimbursements of such costs shall be made by
Employer within 15 days after Employee's presentation to Employer of any
statements of such costs and thereafter shall bear interest at the maximum
rate allowed by law until paid by Employer, and all accrued and unpaid
interest shall bear interest at the same rate, all of which interest shall be
compounded daily.

    (d)  Equitable Remedies.  Each of the parties hereto acknowledges and
agrees that upon any breach by Employee of his obligations under any of
Sections 7, 8, 9 and 10(l), Employer shall have no adequate remedy at law and
accordingly shall be entitled to specific performance and other appropriate
injunctive and equitable relief.

    (e)  Severability.  If any provision of this Agreement is held to be
illegal, invalid or unenforceable, such provision shall be fully severable,
and this Agreement shall be construed and enforced as if such illegal,
invalid 

<PAGE>
or unenforceable provision never comprised a part hereof, and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance herefrom.  Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as part of this
Agreement a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable.

    (f)  Waivers.  No delay or omission by either party in exercising any
right, power or privilege hereunder shall impair such right, power or
privilege, nor shall any single or partial exercise of any such right, power
or privilege preclude any further exercise thereof or the exercise of any
other right, power or privilege.

    (g)  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

    (h)  Captions.  The captions in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.

    (i)  Reference to Agreement.  Use of the words "herein," "hereof,"
"hereto," "hereunder" and the like in this Agreement refer to this Agreement
only as a whole and not to any particular section or subsection of this
Agreement, unless otherwise noted.

    (j)  Binding Agreement.  This Agreement shall be binding upon and inure
to
the benefit of the parties and shall be enforceable by the personal
representatives and heirs of Employee and the successors and assigns of
Employer.  This Agreement may be assigned by the Company or any Employer to
any Employer; provided that in the event of any such assignment, the Company
shall remain liable for all of its obligations hereunder and shall be liable
for all obligations of all such assignees hereunder.  If Employee dies while
any amounts would still be payable to him hereunder, such amounts shall be
paid to Employee's estate.  This Agreement is not otherwise assignable by
Employee.

    (k)  Entire Agreement.  This Agreement contains the entire understanding
of the parties, supersedes all prior agreements and understandings relating
to
the subject matter hereof and may not be amended except by a written
instrument hereafter signed by each of the parties hereto.

    (l)  Governing Law.  This Agreement and the performance hereof shall be
construed and governed in accordance with the laws of the State of Texas,
without regard to its choice of law principles.

    (m)  Gender and Number.  The masculine gender shall be deemed to denote
the feminine or neuter genders, the singular to denote the plural, and the
plural to denote the singular, where the context so permits.


<PAGE>
    Section 12.    Definitions.  As used in this Agreement, the following
terms will have the following meanings:

    (a)  Accountants has the meaning ascribed to it in Section 10(d)(iii).

    (b)  Acquired Securities has the meaning ascribed to it in Section 10(i).

    (c)  Agreement has the meaning ascribed to it in the heading of this
document.

    (d)  Applicable Period means, with respect to any Change In Control, the
period of 27 months commencing 3 months before the Change In Control and
ending 24 months after the Change In Control.

    (e)  Base Salary has the meaning ascribed to it in Section 4(a).

    (f)  Cause has the meaning ascribed to it in Section 6(a)(ii).

    (g)  Change In Control has the meaning ascribed to it in Section 10(c).

    (h)  Change In Control Designated Industry has the meaning ascribed to it
in Section 10(l)(i)(1).

    (i)  Code means the Internal Revenue Code of 1986, as amended.

    (j)  Commencement Date has the meaning ascribed to it in Section 3.

    (k)  Company means CompUSA Inc., a Delaware corporation.

    (l)  Computer Sales Entity has the meaning ascribed to it in Section
10(l)(ii)(2).

    (m)  Confidential Information has the meaning ascribed to it in Section
8.

    (n)  Constructively Terminated with respect to an Employee's employment
with Employer will be deemed to have occurred if Employer:

         (i)  demotes Employee to a lesser position, either in title or
    responsibility, than the highest position held by Employee with Employer  
    at any time during Employee's employment with Employer;

         (ii) decreases Employee's compensation below the highest level in
    effect at any time during Employee's employment with Employer or reduces
    Employee's benefits and perquisites below the highest levels in effect at
    any time during Employee's employment with Employer (other than as a  
    result of any amendment or termination of any employee or group or other  
    executive benefit plan, which amendment or termination is applicable to 
    all executives of Employer); or

         (iii)     requires Employee to relocate to a principal place of 
    business more than 25 miles from the principal place of business occupied 
    by Employer on the first day of an Applicable Period.


<PAGE>
    (o)  Covenants has the meaning ascribed to it in Section 10(i).

    (p)  Designated Industry has the meaning ascribed to it in Section
9(a)(i)(1).

    (q)  Determination has the meaning ascribed to such term in Section
1313(a) of the Code.

    (r)  Disability with respect to an Employee shall be deemed to exist if
he
meets the definition of disability under the terms of the disability
insurance
policy referred to in Section 4(d).  Any refusal by Employee to submit to a
reasonable medical examination to determine whether Employee is so disabled
shall be deemed conclusively to constitute evidence of Employee's Disability.

    (s)  Employee has the meaning ascribed to it in the heading of this
Agreement.

    (t)  
Employer refers collectively to the Company and its subsidiaries and other
affiliates.  In Section 10, the term "Employer" shall be deemed to refer to
the Company, and for purposes of Section 10, Employee shall be deemed to be
employed by the Company and all compensation and benefits paid or provided to
Employee by any Employer under this Agreement at any time shall be deemed to
have been paid or provided to Employee by the Company.

    (u)  Entity has the meaning ascribed to it in Section 10(l)(i)(1).

    (v)  Excise Tax has the meaning ascribed to it in Section 10(d)(i).

    (w)  Good Reason means the termination of Employee's employment with
Employer as a result of Employee's commission of a felony or failure to obey
written directions delivered to Employee by Employer's Chairman of the Board,
President, Chief Executive Officer or its Board of Directors or by any of
Employer's Executive Vice Presidents or Senior Vice Presidents.

    (x)  Gross Up Payment has the meaning ascribed to it in Section 10(d)(i).

    (y)  Incentive Plan means the CompUSA Inc. Long-Term Incentive Plan, as
amended from time to time.

    (z)  Inventions has the meaning ascribed to it in Section 7.

    (aa) Options has the meaning ascribed to it in Section 10(i).

    (bb) Parachute Payments has the meaning ascribed to such term in Section
280G(b)(2) of the Code.

    (cc) Restricted Stock has the meaning ascribed to it in Section 10(i).

    (dd) Rights Agreement has the meaning ascribed to it in Section 10(c).

    (ee) Separation Payment Period has the meaning ascribed to it in Section
6(b)(ii).

<PAGE>
    (ff) Separation Payments has the meaning ascribed to it in Section
6(b)(ii).

    (gg) Target Bonus means, with respect to each Employee, the dollar amount
that is equal to the established percentage of such Employee's Base Salary
that would be paid to Employee under the management incentive bonus plan of
Employer assuming the measurement criteria contained in such plan with
respect
to Employee were achieved for the bonus period in which the Change In Control
occurred.

    (hh) Termination Payment has the meaning ascribed to it in Section
10(b)(i).

    (ii) Triggering Termination has the meaning ascribed to it in Section
10(a).

<PAGE>
<PAGE>

    EXECUTED as of the date and year first above written.

                             CompUSA Inc.


                             By                                            
                                  -------------------------------------
                                  James F. Halpin, President and Chief
                                  Executive Officer



                                                                           
                                  _____________________________________



