Re:Termination of that certain Second Amended and Restated Credit and Security Agreement,

Exhibit 10.2

BELL MICROPRODUCTS FUNDING CORPORATION
1941 Ringwood Avenue, Suite A
San Jose, California 95131

September 29, 2008

Wachovia Bank, National Association
171 17 ^th Street, NW
4 ^th Floor, Mail Code GA4524
Atlanta, Georgia 30363
Attention: Michael Landry

Variable Funding Capital Company LLC
c/o Wachovia Capital Markets, LLC
301 South College Street, TW-10
Charlotte, North Carolina 28288
Attention: Douglas R. Wilson

General Electric Capital Corporation
401 Merritt Seven
Norwalk, Connecticut 06851
Attention: Trade AR Securitization Portfolio Manager

Wachovia Capital Finance Corporation (Western)
251 South Lake Avenue, Suite 900
Pasadena, California 91101
Attention: Guy Whitaker

Ladies and Gentlemen:

     Reference is made to the Credit and Security Agreement described above, and capitalized terms used but not otherwise defined in this letter agreement (this “ Agreement ”) have the respective meanings set forth in the Credit and Security Agreement. VFCC, Wachovia and GECC, in all of their respective capacities under the Credit and Security Agreement, are herein collectively referred to as the “ Lender Parties ”. The Borrower has informed the Lender Parties,

and the Borrower hereby confirms, that the Borrower intends to (i) pay all outstanding indebtedness owing to the Lender Parties and reduce the Aggregate Principal, all accrued and unpaid interest on the Advances and all fees under the Fee Letters to zero ($0) pursuant to Section 1.3 of the Credit and Security Agreement, (ii) terminate the credit facility provided by the Lender Parties to the Borrower pursuant to the Credit and Security Agreement and the other Transaction Documents and reduce the Aggregate Commitment to zero ($0) pursuant to Section 1.1(b) of the Credit and Security Agreement and (iii) satisfy and discharge all other obligations of the Borrower to the Lender Parties under the Credit and Security Agreement and the other Transaction Documents, all of which are scheduled to occur on the date hereof (the “ Scheduled Payment Date ”).

     The aggregate amount due to VFCC and Wachovia under the Transaction Documents (including, without limitation, the aggregate unpaid fees, expenses and costs and all other obligations payable thereunder), if paid in immediately available funds by 5:00 p.m. (New York time) on the Scheduled Payment Date, will be $40,620,885.33 (such amount, the “ VFCC Payoff Amount ”). Not later than 5:00 p.m. (New York time) on the Scheduled Payment Date, the Borrower shall pay the VFCC Payoff Amount to Wachovia (for the account of VFCC and Wachovia) by wire transfer of immediately available funds to the following account:

     The aggregate amount due to GECC under the Transaction Documents (including, without limitation, the aggregate unpaid fees, expenses and costs and all other obligations payable thereunder), if paid in immediately available funds by 5:00 p.m. (New York time) on the Scheduled Payment Date, will be $29,006,967.19 (such amount, the “ GECC Payoff Amount ” and, together with the VFCC Payoff Amount, the “ Total Payoff Amount ”). Not later than 5:00 p.m. (New York time) on the Scheduled Payment Date, the Borrower shall pay the GECC Payoff Amount to GECC by wire transfer of immediately available funds to the following account:

     Notwithstanding anything herein to the contrary, if the Borrower has not paid the Total Payoff Amount by 5:00 p.m. (New York time) on the Scheduled Payment Date in accordance with the foregoing paragraphs, this Agreement shall automatically and immediately terminate (