Exhibit (a)(1)(A)

BELL MICROPRODUCTS INC.

EXCHANGE OFFER

STOCK OPTIONS
FOR
RESTRICTED STOCK UNITS

--------------------------

The exchange offer and withdrawal rights expire at
midnight, Pacific Time, on December 30, 2002, unless
the exchange offer is extended.

--------------------------

Bell Microproducts Inc. is offering its officers and employees the
opportunity to exchange their "eligible options" for restricted stock units.
Eligible options include all outstanding stock options with an exercise price of
$11.75 or more per share outstanding under:

o Bell's 1998 Amended and Restated Stock Plan, as amended, referred to
as the 1998 plan, and

o All non-qualified stock option agreements entered into by Bell with
various officers and employees entered into outside our 1998 plan.

You can only participate in this exchange if you:

o hold eligible options;

o are an officer or employee of Bell or one of its subsidiaries on the
date this exchange offer is made;

o continue to be an officer or employee of Bell or one of its
subsidiaries on the date this exchange offer expires; and

o have not received or submitted a notice of termination of employment
before the date you receive your restricted stock unit agreement.

The commencement date of this exchange offer is November 25, 2002. We
are making this exchange offer upon the terms and subject to the conditions
described in this exchange offer and in the related letter of transmittal. We
have filed a form of the Letter of Transmittal as Exhibit (a)(1)(B) to the
Tender Offer Statement on Schedule TO that we filed with the Securities and
Exchange Commission on November 25, 2002, and have included a copy with this
exchange offer. You are not required to accept this exchange offer. If you
choose to tender eligible options granted by a particular stock option
agreement, you must tender all eligible options

granted by that particular agreement but need not tender eligible options
granted by different stock option agreements. Further, if you choose to tender
any eligible options, you must tender all options granted to you on or after May
26, 2002, regardless of the exercise price of such options. We often refer to
all outstanding options included in this exchange offer as "covered options."

Shares of our common stock are quoted on the Nasdaq National Market
under the symbol "BELM." On November 22, 2002, the last reported price of our
common stock on the Nasdaq National Market was $7.69 per share. We recommend
that you obtain current market quotations for our common stock before deciding
whether to elect to participate in the exchange offer.

You should direct questions about this exchange offer or for additional
copies of this exchange offer or the letter of transmittal to Dick Jacquet, Vice
President of Human Resources at (408) 467-2760 (djacquet@bellmicro.com) or Linda
Teague, Director of Human Resources, at (408) 467-1617 (lteague@bellmicro.com).

IMPORTANT

If you wish to tender your covered options for exchange, you must
complete and sign the letter of transmittal and return it to Linda Teague,
Director of Human Resources, at Bell Microproducts Inc., 1941 Ringwood Avenue,
San Jose, California 95131-1721, Fax No. (408) 451-1617, before 12:00 midnight,
Pacific Time, on December 30, 2002, unless this exchange offer is extended. You
do not need to return your stock option agreements for your covered options to
effectively elect to participate in this exchange offer.

We have not authorized any person to make any recommendation on our
behalf as to whether you should tender or refrain from tendering your covered
options in this exchange offer. You should rely only on the information
contained in this document or to which we have referred you. We have not
authorized anyone to give you any information or to make any representation in
connection with this exchange offer other than the information and
representations contained in this exchange offer or in the related letter of
transmittal. If anyone makes any recommendation or representation to you or
gives you any information, you must not rely upon that recommendation,
representation or information as having been authorized by us.

TABLE OF CONTENTS

SUMMARY TERM SHEET................................................................................................4
THE EXCHANGE OFFER...............................................................................................16

1. NUMBER OF RESTRICTED STOCK UNITS........................................................................16
2. PURPOSE OF THE EXCHANGE OFFER...........................................................................17
3. PROCEDURES FOR TENDERING COVERED OPTIONS................................................................17
4. WITHDRAWAL RIGHTS.......................................................................................18
5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF RESTRICTED STOCK UNITS...............................20
6. CONDITIONS OF THE EXCHANGE OFFER........................................................................21
7. PRICE RANGE OF COMMON STOCK.............................................................................24
8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF RESTRICTED STOCK UNITS.....................................24
9. INFORMATION ABOUT BELL MICROPRODUCTS INC................................................................27
10. INTERESTS OF DIRECTORS AND OFFICERS.....................................................................30
11. ACCOUNTING CONSEQUENCES OF THE EXCHANGE OFFER...........................................................31
12. LEGAL MATTERS; REGULATORY APPROVALS.....................................................................32
13. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES...........................................................32
14. MATERIAL INTERNATIONAL TAX CONSEQUENCES.................................................................35
15. EXTENSION OF EXCHANGE OFFER; TERMINATION; AMENDMENT.....................................................38
16. FEES AND EXPENSES.......................................................................................39
17. ADDITIONAL INFORMATION..................................................................................39
18. FORWARD-LOOKING STATEMENTS; MISCELLANEOUS...............................................................41

SCHEDULE A: INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF BELL
MICROPRODUCTS INC.

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have
about this exchange offer. We encourage you to carefully read the remainder of
this exchange offer and the accompanying letter of transmittal because the
information in this summary is not complete and may not contain all of the
information that is important to you. Where appropriate, we have included
references to the relevant sections of this exchange offer where you can find a
more complete description of the topics in this summary.

QUESTION 1. DO ALL OF THE ANSWERS TO THE QUESTIONS IN THIS SUMMARY TERM SHEET
APPLY EQUALLY TO ALL OFFICERS AND EMPLOYEES, OR ARE THERE SOME THAT DO NOT
AFFECT ME?

If you are a U.S. officer or employee, all of the questions and answers
in this summary term sheet are important to you, and you should carefully
consider all of the information in them when deciding whether to participate in
the exchange offer. If you are not a U.S. officer or employee, not all of the
questions and answers in this summary term sheet are important to you.
Specifically, all questions and answers regarding tax consequences if you
participate in the exchange offer are based upon U.S. tax laws and regulations,
and are not applicable to you. Rather, if you are a non-U.S. officer or
employee, we have included a separate summary of tax considerations that you
should carefully consider when deciding whether or not to participate in the
exchange offer. See Section 14, "Material International Tax Consequences." All
officers and employees, regardless of your country of employment, are encouraged
to consult your own tax advisors to more fully understand the tax consequences
of participating in the exchange offer since the tax information we are
providing you is general in nature, and may not apply to your specific
circumstances.

QUESTION 2. WHY ARE WE MAKING THIS EXCHANGE OFFER?

We are making this exchange offer because we believe that granting
restricted stock units will motivate higher levels of performance and provide an
effective means of recognizing employee contributions to our success. In light
of recent stock market volatility, especially for companies in high-tech
industries, many of our outstanding options, whether or not they are currently
exercisable, have exercise prices that are significantly higher than the current
market price of our common stock. We believe these options are unlikely to be
exercised in the foreseeable future. By making this exchange offer, we intend to
provide you with the benefit of owning shares of our common stock that, over
time, may have a greater potential to increase in value when compared to
eligible options, create better performance and retention incentives and thereby
maximize stockholder value. See Section 2, "Purpose of this Exchange Offer."

QUESTION 3. WHAT SECURITIES ARE WE OFFERING TO EXCHANGE, AND WHO CAN PARTICIPATE
IN THE EXCHANGE OFFER?

We are offering to exchange all outstanding covered options, whether or
not currently exercisable. You can only participate in this exchange if you:

o hold eligible options (options with an exercise price of $11.75 or
more);

o are an one of our or our subsidiaries' officers or employees on the
date this exchange offer is made;

o continue to be one of our or our subsidiaries' officers or employees
on the date this exchange offer expires; and

o have not received or submitted a notice of termination of employment
before the date you receive your restricted stock unit agreement.

You are not required to accept this exchange offer. If you choose to tender
eligible options granted by a particular stock option agreement, you must tender
all eligible options granted by that particular agreement but need not tender
eligible options granted by different stock option agreements. Further, if you
choose to tender any eligible options, you must tender all options granted to
you on or after May 26, 2002, regardless of the exercise price of such options.
In exchange for your covered options, you will receive restricted stock units.

QUESTION 4. WHAT IS A RESTRICTED STOCK UNIT?

Each restricted stock unit represents the right to receive one (1)
share of our common stock. Restricted stock units do not entitle you to any
shareholder rights, and you may not sell or otherwise transfer them. Restricted
stock units will be represented by a restricted stock unit agreement that you
will be required to enter into with us in accordance with the 1998 plan. You
will not receive actual shares of common stock until restricted stock units
vest. On each of four (4) annual vesting dates, twenty-five percent (25%) of
your restricted stock units will automatically be cancelled and replaced with
shares of common stock. You will not be required to make a cash payment to us to
receive such shares of common stock, other than payment of income and payroll
taxes that you will be required to pay. Once you receive shares of our common
stock, and you have paid or authorized us to withhold and pay your income and
payroll taxes, you will have the same rights as all other shareholders, and you
may hold, transfer or sell them as you desire, subject to securities laws. See
Section 8, "Source and Amount of Consideration; Terms of Restricted Stock
Units," Section 13, "Material U.S. Federal Income Tax Consequences" and Section
14 "Material International Tax Consequences."

QUESTION 5. HOW MANY RESTRICTED STOCK UNITS WILL I RECEIVE IN EXCHANGE FOR THE
COVERED OPTIONS I TENDER?

For every three (3) shares issuable under the covered options that you
tender and that we accept, you will receive one (1) restricted stock unit. For
example, if you tender and we accept options covered to purchase 1,000 shares of
common stock, you will receive 334 restricted stock units. The exact number of
covered options that you have now is listed on the enclosed statement. See
Section 5, "Acceptance of Options for Exchange and Cancellation and Issuance of
Restricted Stock Units."

QUESTION 6. WHAT IS THE VESTING SCHEDULE FOR RESTRICTED STOCK UNITS?

Restricted stock units for all officers and employees will vest in four
(4) equal, annual installments. For example, if the vest start date is January
20, 2003, and you receive 1,000

restricted stock units, the restricted stock units will vest in equal increments
of 250 on January 20th of 2004, 2005, 2006 and 2007. The vest start date will be
the date that we accept all tendered options for conversion, which will be
promptly after expiration of the exchange offer unless we have terminated the
exchange offer prior to the expiration date.

QUESTION 7. WHAT HAPPENS IF I AM TERMINATED AS AN EMPLOYEE BEFORE I RECEIVE MY
RESTRICTED STOCK UNIT AGREEMENT?

If your employment with us or one of our subsidiaries, as the case may
be, terminates for any reason or if you receive or submit a notice of
termination before you receive your restricted stock unit agreement, you may
withdraw your tendered options and exercise them for a limited time to the
extent they are vested and in accordance with their terms.

If you are currently considered an "at-will" employee, this exchange
offer does not change that status, and your employment may be terminated by us
or by you at any time, including before you receive your restricted stock unit
agreement, for any reason, with or without cause.

QUESTION 8. WHAT HAPPENS IF I AM TERMINATED OR QUIT BEFORE ALL OF MY RESTRICTED
STOCK UNITS VEST?

If you are terminated or quit before all of your restricted stock units
vest, you will forfeit all restricted stock units to the extent that they remain
unvested on your final day of employment, and will not receive any compensation
for such forfeited units. You will own and be able to keep all shares of common
stock that you received prior to your last day of employment with us. If you
elect to keep (i.e., to not tender) all or some of your eligible options in this
exchange offer, the provisions of your option agreements generally provide that
you have 30 days' after the date of your final day of employment with us to
exercise your stock options to the extent that they are vested prior to your
final date of employment. If you do not exercise them within that 30-day period,
you will forfeit all unexercised options, whether vested or unvested, and will
not receive any compensation for such forfeited options.

QUESTION 9. DO I HAVE TO TENDER ALL OF MY ELIGIBLE OPTIONS, OR MAY I DECIDE TO
TENDER ONLY A PORTION OF MY ELIGIBLE OPTIONS?

You do not have to tender any of your eligible options in this exchange
offer. If you choose to tender eligible options granted by a particular stock
option agreement, you must tender all eligible options granted by that
particular agreement but need not tender eligible options granted by different
stock option agreements. Further, if you choose to tender any eligible options,
you must tender all options granted to you on or after May 26, 2002. If you
attempt to tender some of your eligible options granted under a particular
agreement but do not include all of your eligible options under that particular
agreement, we will reject your entire tender. Further, if you tender eligible
options but do not tender options granted to you on or after May 26, 2002, we
will reject your entire tender.

QUESTION 10. MAY I TENDER UNVESTED OPTIONS?

Yes. You may tender all covered options, whether or not they are
vested.

QUESTION 11. MAY I TENDER OPTIONS THAT I HAVE ALREADY EXERCISED?

No. This exchange offer only pertains to options and does not apply in
any way to shares purchased upon the exercise of options or pursuant to our
Employee Stock Purchase Plan. If you have exercised an eligible option in its
entirety, that option is no longer outstanding and is therefore not included in
this exchange offer. If you have exercised an eligible option in part, only the
remaining outstanding (unexercised) portion of the option is included in this
exchange offer.

QUESTION 12. DO I HAVE TO PAY ANY MONEY TO GET MY RESTRICTED STOCK UNIT
AGREEMENT OR SHARES OF COMMON STOCK?

You will not be required to pay any money to receive your restricted
stock unit agreement. You will only be required to forfeit covered options that
you tender and that we accept. As your restricted stock units vest, you will not
be required to pay us any money to receive shares of common stock. Instead, your
vested restricted stock units will be cancelled and replaced with shares of
common stock. As more fully described in response to Question 17, you will be
required to pay income and payroll taxes on the value of the common stock you
receive on each annual vesting date.

QUESTION 13. WHEN WILL I RECEIVE MY RESTRICTED STOCK UNIT AGREEMENT?

We expect to begin the process of issuing restricted stock unit
agreements promptly following the date that tendered options are accepted for
exchange. The scheduled expiration date of this exchange offer is December 30,
2002, and we expect to accept all tendered options promptly thereafter, unless
we extend this exchange offer. You must properly execute the restricted stock
unit agreement and return it to us.

QUESTION 14. WHAT HAPPENS ONCE I RETURN MY EXECUTED RESTRICTED STOCK UNIT
AGREEMENT?

Shortly after we receive your executed restricted stock unit agreement,
we will notify E*Trade of the number of restricted stock units you have been
awarded. Through E*Trade's Option Link system, you will be able to view your
awards, and to monitor your vesting dates, much as you can do now with stock
options that we have previously granted to you. On each annual vesting date,
your Options Link account will automatically reflect the exchange of your vested
restricted stock units for shares of common stock, in accordance with this
exchange offer. You will not be able to transfer your shares of common stock to
any other account until you have paid or authorized payroll deductions to pay
your minimum income and payroll taxes. However, you will be able to immediately
sell all or a portion of your shares of common stock from your Options Link
account. If you have previously paid or authorized payroll deductions to pay all
of your income and payroll tax obligation (see Question 18), then all proceeds
from the sale of any such shares will be yours to keep. If you have not paid or
authorized payroll deductions to pay

your income and payroll tax obligation, then proceeds in an amount necessary to
satisfy your minimum income and payroll taxes will first be paid to us so that
we may satisfy our withholding tax obligations with respect to the vested
portion of your award. If your income and payroll tax obligations have not been
fully satisfied within 30 days of the date that you receive shares of common
stock, of if you have not properly authorized payroll deductions, then, as
discussed more fully in the answer to Question 18, we will withhold from your
first paycheck (and subsequent paychecks if necessary) after the expiration of
the 30-day period an amount necessary to satisfy your minimum unsatisfied income
and payroll tax obligation. As soon as your income and payroll tax obligations
have been satisfied in full, all shares of common stock in your Options Link
account will be transferred to your personal account at E*Trade and you may sell
or transfer them without restriction or deduction.

QUESTION 15. WILL THE RESTRICTED STOCK UNITS EVER EXPIRE?

Unlike options, the restricted stock units do not expire. Instead, if
you are still one of our or our subsidiaries' officers or employees on each of
your four (4) annual vesting dates, you will automatically receive shares of
common stock in exchange for the portion of your restricted stock units that
vest on each such date. See also the answer to Question 8.

QUESTION 16. WHAT IS THE SOURCE OF THE COMMON STOCK THAT WILL BE ISSUED IN
EXCHANGE FOR MY VESTED RESTRICTED STOCK UNITS?

In all cases, the restricted stock units to be issued to eligible
option holders will be authorized from our 1998 plan, and shares of common stock
to be issued in exchange for vested restricted stock units will be drawn from
the pool of common stock currently authorized for issuance under that plan. See
Section 8, "Source and Amount of Consideration; Terms of Restricted Stock
Units." All covered options tendered to, and accepted by, us that were
originally granted under the 1998 plan will be cancelled, thereby providing
additional stock for future grants or awards under that plan. All covered
options tendered to and accepted by us that were originally granted outside of
our 1998 plan will be cancelled, thereby increasing the number of shares of
authorized, unreserved common stock available for issuance in the future,
including pursuant to future grants or awards of stock to officers and
employees. See Section 11, "Status of Options Acquired by Us in the Exchange
Offer; Accounting Consequences of the Exchange Offer."

QUESTION 17. WILL I HAVE TO PAY TAXES IF I EXCHANGE MY COVERED OPTIONS IN THE
EXCHANGE OFFER?

If you are a U.S. taxpayer, you will not incur any immediate tax
consequences when you exchange your options. See Section 13, "Material U.S.
Federal Income Tax Consequences." Please see Question 18 for more information
about the tax consequences of receiving restricted stock units. If you are a
non-U.S. taxpayer, we do not believe that you will incur immediate tax
consequences when you exchange your options. See Section 14, "Material
International Tax Consequences."

QUESTION 18. HOW WILL INCOME AND PAYROLL TAXES BE HANDLED WHEN MY RESTRICTED
STOCK UNITS VEST?

For both U.S. and non-U.S. officers and employees, as your restricted
stock units vest over time you will be required to recognize taxable income.
This means that, unless you pay income and employment taxes in Belgium or Chile,
we will have an obligation to withhold income and payroll taxes, much like the
obligation that arises when we pay you a salary or a bonus.

We are offering you various alternatives to satisfy your income and
payroll tax obligations. The alternatives are as follows:

o You may authorize us to make four (4) equal payroll deductions if you
are paid every two weeks or two (2) equal payroll deductions if you
are paid monthly to pay your minimum income and payroll taxes. If you
choose this alternative, withholdings will begin in the first pay
period following each annual vesting date. In the United Kingdom,
officers and employees are required to pay any tax or National
Insurance Contribution liability to us within 30 days of vesting. As a
result, officers and employees in the United Kingdom may NOT select
this alternative since withholdings would not be completed prior to
the end of this 30-day period.

o You may elect to pay us, within 30 days immediately following each
annual vesting date, all minimum income and payroll taxes by
delivering a personal check to us. If you choose this alternative, you
will also authorize us to withhold from your first paycheck (and
subsequent paychecks if necessary) following the expiration of the
30-day period an amount sufficient to satisfy any unsatisfied portion
of your withholding obligation.

o You may elect to sell a portion of your shares of common stock during
the 30-day period immediately following each annual vesting date. If
you make this election, E*Trade will automatically withhold minimum
income and payroll taxes and remit them directly to us. If you choose
this alternative, you will also authorize us to withhold from your
first paycheck (and subsequent paychecks if necessary) following the
expiration of the 30-day period an amount sufficient to satisfy any
unsatisfied portion of your withholding obligation.

Within 60 days prior to each annual vesting date, you must notify us in writing
which alternative you have chosen. This election can be made by mailing or
faxing to us the Tax Withholding Election Form, a form of which we filed as
Exhibit (a)(1)(G) to the Tender Offer Statement on Schedule TO that we filed
with the Securities and Exchange Commission on November 25, 2002. We will send
this election form to you approximately 30 days before you are required to
notify us of the alternative you have chosen. If you do not notify us in writing
at least 60 days prior to each annual vesting date of the alternative you have
chosen, we will deduct the entire amount of the tax obligation in the first pay
period (and subsequent pay periods if necessary) following the vesting date for
which such election should have been made. You may make a different election for
each of your four (4) annual vesting dates. If your employment with us is
terminated for any reason after you have received shares of common stock but
before you have

satisfied your income and payroll taxes, we will deduct the entire amount of
your tax obligation from your final paycheck.

QUESTION 19. MAY I MAKE A TAX ELECTION UNDER U.S. INTERNAL REVENUE CODE SECTION
83(b) WITH RESPECT TO MY RECEIPT OF RESTRICTED STOCK UNITS?

The discussions immediately above, and the discussions throughout this
exchange offer assume, unless otherwise specifically noted, that you will not
choose to make the election that is available under U.S. Internal Revenue Code
Section 83(b) relating to the taxation of your restricted stock units. You do
have a right to make the election as provided in Section 83(b) of the Internal
Revenue Code. If that election is made, you will be required to recognize income
immediately upon the exchange of your covered options for restricted stock units
in an amount equal to the fair market value of the common stock you will receive
(determined without regard to the restrictions). This fair market value will be
based on the closing price of our common stock on the last trading day before
the restricted stock units are issued to you in the exchange. In addition, if
that election is made, no further income will be recognized by you as the
restricted stock units vest, regardless of the fair market value of the stock at
the time that the vesting occurs. An advantage of making the Section 83(b)
election is that by paying the tax upon receipt of the restricted stock units
based on its then fair market value, you will not be required to pay tax in the
future as the shares vest at whatever higher value the shares are at that time
(assuming, of course, that the shares appreciate in value). The primary
disadvantage of making the election is the requirement that you recognize income
immediately upon receipt of the restricted stock units (rather than deferred to
the date of vesting) and the accompanying requirement that the taxes be paid
before you receive any shares of common stock. As a result, our withholding
obligations must be met through cash payments by you to us at the time the
exchange is accepted without the ability to sell shares of common stock to
generate the tax withholding amount. An additional disadvantage is that you will
be entitled to no refund or deduction for tax purposes if the value of the stock
at the time that the vesting occurs is less than the value on which you paid tax
at the date of the exchange. Furthermore, if your employment terminates before
vesting occurs (and therefore you forfeit the unvested restricted stock units)
you will not be entitled to any deduction, regardless of having paid tax with
respect to the forfeited restricted stock units.

You will be asked to certify in your transmittal letter accepting the
offer to exchange eligible options that you do or do not intend to make the
Section 83(b) election. If you certify that you will be making the Section 83(b)
election, you will be required to make a one-time cash payment to us sufficient
to cover your income and payroll taxes within 30 days of receiving your
restricted stock unit agreement. If we do not receive payment within this 30 day
period, we will deduct the entire amount of the tax obligation in the first pay
period (and subsequent pay periods if necessary) following the expiration of
this 30-day period.

The decision to make a Section 83(b) election is a highly technical
one, and should include, among other considerations, the availability to you of
cash sufficient to cover the taxes (through the withholding payment to the
company) before the shares become marketable by you, your assessment of
potential future market value changes in our stock, and the risk that events
might prevent your continued employment by us, such that vesting of the
restricted stock units might not occur. You should contact your financial and
tax advisors with respect to this critical

question. A valid election under Section 83(b) must be made by you through
appropriate filings with the U.S. Internal Revenue Service within 30 days of the
receipt of your restricted stock units in connection with the exchange.

QUESTION 20. IF I HAVE INCENTIVE STOCK OPTIONS, WHAT HAPPENS IF I ELECT NOT TO
EXCHANGE THEM IN THIS EXCHANGE OFFER?

Based upon our review of the U.S. Internal Revenue Code, we believe
that it is unlikely that the exchange offer to you will change any of the terms
of your eligible incentive stock options if you do not accept this exchange
offer. However, there is a possibility that the IRS may characterize the
exchange offer to you as a "modification" of those incentive stock options, even
if you decline this exchange offer. A successful assertion by the U.S. Internal
Revenue Service that the options are modified would extend the period of time
that you are required to hold the shares purchased under those options to
qualify for favorable tax treatment and cause a portion of your incentive stock
options to be treated as non-qualified stock options. See Section 13, "Material
U.S. Federal Income Tax Consequences." However, any assertion by the IRS, even
if successful, would not affect the exercise price or vesting schedule of your
options.

QUESTION 21. IF I TENDER COVERED OPTIONS IN THE EXCHANGE OFFER, WILL I BE
ELIGIBLE TO RECEIVE OTHER OPTION GRANTS BEFORE I RECEIVE MY RESTRICTED STOCK
UNIT AGREEMENT?

We intend to continue to review the option grants of all employees from
time to time as part of our normal compensation program. As a result of this
review, we may decide to grant you additional options. If we accept and cancel
the options you tender in connection with this exchange offer, however, the
grant date and the pricing of any additional options that we may decide to grant
to you will be deferred until a date that is at least six months and one day
after the date on which we cancel tendered options accepted for exchange. We
have determined that it is necessary for us to defer the grant date and pricing
of any such additional options to avoid incurring additional compensation
expense against our earnings because of accounting rules that would apply to
these interim option grants as a result of this exchange offer. See Section 11,
"Status of Options Acquired by Us in the Exchange Offer; Accounting Consequences
of the Exchange Offer."

QUESTION 22. WHAT HAPPENS IF BELL IS SUBJECT TO A CHANGE OF CONTROL, SUCH AS A
MERGER OR ACQUISITION?

If we merge with or are acquired by another entity after we accept and
cancel tendered options but before we issue the restricted stock units, then the
resulting entity will be bound to issue restricted stock units, under the same
terms as provided in this exchange offer. If we merge with or are acquired by
another entity after we accept and cancel the tendered options and after we
issue the restricted stock units but before vesting of all of your restricted
stock units, then the resulting entity will be bound to honor your restricted
stock unit agreement. In each case, however, the type of security and the number
of shares covered by the restricted stock units would be determined by the
acquisition or merger agreement between us and the acquirer based on the same
principles applied to the handling of shares of common stock that are
outstanding at the time of the merger or acquisition. As a result of the ratio
in which our common stock may

convert into an acquirer's common stock in a merger or acquisition transaction,
you may receive restricted stock units for more or fewer shares of the
acquirer's stock than the number of shares that you would receive in this
exchange offer if no acquisition had occurred. In the event that we acquire
another entity, no change will occur with respect to your election to
participate in this exchange offer.

If the change of control occurs after the issuance of shares of common
stock to you, you will be considered a Bell stockholder and treated the same as
our other stockholders in any change of control.

QUESTION 23. WHEN DOES THIS EXCHANGE OFFER EXPIRE? CAN THIS EXCHANGE OFFER BE
EXTENDED, AND IF SO, HOW WILL I KNOW IF IT IS EXTENDED?

This exchange offer expires on December 30, 2002, at 12:00 midnight,
Pacific Time. No exceptions will be made to this deadline, unless we extend it.
Although we do not currently intend to do so, we may, in our sole discretion,
extend the expiration date of this exchange offer at any time. If we extend this
exchange offer, we will publicly announce the extension no later than 9:00 a.m.,
Pacific Time, on the next business day after the last previously scheduled or
announced expiration date. See Section 14, "Extension of Exchange Offer;
Termination; Amendment."

QUESTION 24. HOW DO I TENDER MY COVERED OPTIONS?

If you wish to tender your covered options for exchange, you must
complete and sign the letter of transmittal and send it to Linda Teague,
Director of Human Resources, at Bell Microproducts Inc., 1941 Ringwood Avenue,
San Jose, California, 95131-1721, Fax No. (408) 467-2720, before 12:00 midnight,
Pacific Time, on December 30, 2002, unless this exchange offer is extended. If
we extend this exchange offer beyond December 30, 2002, then you must sign and
deliver the letter of transmittal before the extended expiration of this
exchange offer. You do not need to return your stock option agreements for your
covered options to effectively elect to accept this exchange offer.

Your election will be effective only upon receipt of your letter of
transmittal by Ms. Teague. To ensure timely delivery, we recommend that you send
them by fax or, if necessary, by mail, and then follow up with a telephone call
or e-mail to confirm receipt by the deadline. Delivery by e-mail will not be
accepted. If you have questions about delivery, you may contact Dick Jacquet or
Linda Teague. You should review this exchange offer and the letter of
transmittal carefully before making your election.

We reserve the right to reject any or all tenders of options that we
determine are not in appropriate form or that we determine would be unlawful to
accept. See Section 3, "Procedures for Tendering Options." Subject to our rights
to extend, terminate and amend this exchange offer, we currently expect that we
will accept all properly tendered options promptly after the scheduled
expiration date, which is currently December 30, 2002.

QUESTION 25. DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED
OPTIONS?

You may withdraw your tendered options at any time before the exchange
offer expires at 12:00 midnight, Pacific Time, on December 30, 2002. If we
extend the exchange offer beyond that time, you may withdraw your tendered
options at any time until the extended expiration of the exchange offer. If we
have not accepted your tendered options by January 20, 2003, you will also have
the right to withdraw your tendered options after that date and until we accept
your tendered options. To withdraw tendered options, you must deliver to us a
written notice of withdrawal with the required information while you still have
the right to withdraw the tendered options. Delivery by e-mail will not be
accepted.

Once you have withdrawn options, you may re-tender options only by
again following the delivery procedures described in this exchange offer. See
Section 4, "Withdrawal Rights."

QUESTION 26. DO I HAVE TO RETURN A LETTER OF TRANSMITTAL OR ANY OTHER DOCUMENT
IF I DO NOT WANT TO EXCHANGE MY OPTIONS?

No. You do not have to return any documents to us if you do not wish
to exchange your covered options in this exchange offer.

QUESTION 27. WHAT HAPPENS TO MY OPTIONS IF I DO NOT ACCEPT THIS EXCHANGE OFFER
OR IF MY OPTIONS ARE NOT ACCEPTED FOR EXCHANGE?

If you do not accept this exchange offer, or if we do not accept all
tendered options, you will keep all of your current options, and you will not
receive any restricted stock units as part of the exchange offer. No changes
will be made to your current options. However, if you currently have incentive
stock options that are covered options under this exchange offer and you do not
accept this exchange offer, see the discussion in response to Question 20 and in
Section 13, "Material U.S. Federal Income Tax Consequences."

QUESTION 28. WHAT DO WE AND OUR BOARD OF DIRECTORS THINK OF THIS EXCHANGE OFFER?

Although the compensation committee of our board of directors and our
board of directors have approved this exchange offer, they recognize that the
decision to accept is an individual one that should be based on a variety of
factors. As a result, you should consult with your personal advisors if you have
questions about your financial or tax situation. Neither we, the compensation
committee nor our board of directors is making a formal recommendation to
employees as to whether or not to accept this exchange offer.

QUESTION 29. IS THERE ANY INFORMATION REGARDING BELL THAT I SHOULD BE AWARE OF?

Yes. Your decision of whether to accept or reject this exchange offer
should take into account the factors described in this exchange offer as well as
the various risks and uncertainties inherent in our business. These risks
include, but are not limited to, those risks set forth in our Annual Report of
Form 10-K for the fiscal year ender December 31, 2001. In addition, before
making your decision to tender your covered options, you should carefully review
the information about Bell discussed in Section 9 of this exchange offer. This
information includes

an update on recent events affecting our business and explains where you can
find additional information about us contained in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 and in our Quarterly Report on Form
10-Q for the nine months ended September 30, 2002, including financial
information on pages 24 through 45 of our Annual Report, on pages 3 through 14
of our Quarterly Report and summary financial information contained in Section 9
of this exchange offer. See Section 9, "Information About Bell Microproducts
Inc."

QUESTION 30. WHAT ARE THE ACCOUNTING CONSEQUENCES TO US OF MAKING THIS EXCHANGE
OFFER?

We will be required to recognize expense for financial accounting
purposes in connection with this exchange offer. In connection with the issuance
of restricted stock units in exchange for tendered covered options that we
accept for cancellation, we will be required to recognize aggregate expense
equal to the number of restricted stock units issued multiplied by the closing
price of our common stock on the last trading day before the date we grant the
restricted stock units. As an example, assuming a common stock price of $5.00
per share, and that 100% of the covered options are tendered for exchange and
accepted for cancellation by us, we will be required to recognize aggregate
compensation expense equal to approximately $3,880,416. We will be required to
recognize this expense in our financial statements in equal amounts as the
restricted stock units vest. Since all restricted stock units will vest in four
(4) equal, annual installments, we will recognize this expense over four
consecutive fiscal years beginning in 2003.

If all eligible options are not tendered for exchange and accepted for
cancellation by us, then all such options will remain outstanding according to
their original terms. See Question 27. When all covered options were originally
issued, we either was not required to recognize in its financial statements any
compensation (for all covered options with an exercise price equal to the fair
market value of one share of our common stock on the date of grant) or was
required to recognize a fixed amount of compensation expense that is recorded
over time (for all covered options with an exercise price less than the fair
market value of one share of our common stock on the date of grant). If any
covered options remain outstanding after the expiration of this exchange offer,
all such options will be subject to "variable" accounting treatment. This means
that we will be required to record the non-cash accounting impact of decreases
and increases in the share price of our common stock as a compensation expense
for those options over the vesting period once the share price of our common
stock exceeds the exercise price of the options. We will have to continue this
variable accounting for all non-tendered options until they are exercised,
forfeited or terminated. The higher the market value of our common stock, the
greater the compensation expense we will have to record. See Section 11, "Status
of Options Acquired by Us in the Exchange Offer; Accounting Consequences of the
Exchange Offer."

QUESTION 31. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THIS EXCHANGE OFFER?

For additional information or assistance, you should contact:

o Dick Jacquet, Vice President of Human Resources, at (408) 467-2760 or
via e-mail at djacquet@bellmicro.com; or

o Linda Teague, Director of Human Resources, at (408) 451-1617 or vial
e-mail at lteague@bellmicro.com.

In addition to these resources, we also plan to arrange for question
and answer sessions about this exchange offer. These sessions will not be a
solicitation or make any recommendations whatsoever with respect to this
exchange offer. For example, we will not be able to answer questions about your
personal situation or otherwise provide an assessment of the merits of this
exchange offer. You should consult your personal advisors if you have questions
about your financial or tax situation. We will be providing you information
about the timing and location of the question and answer session in the coming
days.

THE EXCHANGE OFFER

SECTION 1. NUMBER OF RESTRICTED STOCK UNITS.

We are offering to exchange restricted stock units in return for all of
your eligible options, subject to the terms and conditions described in this
exchange offer and the related letter of transmittal, as each may be amended
from time to time. The eligible options are all options with an exercise price
of $11.75 or more outstanding under:

o Bell's 1998 Amended and Restated Stock Plan, as amended, referred to
as the 1998 plan, and

o All non-qualified stock option agreements with various individuals
entered into outside the 1998 plan.

You can only participate in this exchange if you:

o hold eligible options;

o are an officer or employee of Bell or one of its subsidiaries on the
date this exchange offer is made;

o continue to be an officer or employee of Bell or one of its
subsidiaries on the date this exchange offer expires; and

o have not received or submitted a notice of termination of employment
before the date you receive your restricted stock unit agreement.

If you choose to tender eligible options granted by a particular stock
option agreement, you must tender all eligible options granted by that
particular agreement but need not tender eligible options granted by different
stock option agreements. Further, if you choose to tender any eligible options,
you must tender all options granted to you on or after May 26, 2002. If you
attempt to tender some of your eligible options granted under a particular stock
option agreement but do not include all of your eligible options under that
particular agreement, we will reject your entire tender. Further, if you tender
eligible options but do not tender options granted to you on or after May 26,
2002, regardless of exercise price of such options, we will reject your entire
tender.

In exchange for your covered options, we will grant you one (1)
restricted stock unit for every three (3) shares issuable under tendered covered
options that we accept for cancellation. For example, if you exchange covered
options exercisable for 1,000 shares of common stock, you will receive 334
restricted stock units. The exact number of covered stock options that you have
now is listed on the enclosed statement. We will not issue any fractional
restricted stock units and will round up all fractional shares. All restricted
stock units will be issued under a restricted stock unit agreement between you
and us in accordance with the 1998 plan.

2. PURPOSE OF THE EXCHANGE OFFER.

We are making this exchange offer for compensatory purposes and to
further advance our corporate goals of retaining, motivating and incentivizing
our employees. Many of our outstanding options, whether or not they are
currently exercisable, have exercise prices that are significantly higher than
the current market price of our common stock. By making this exchange offer, we
intend to maximize stockholder value by creating better performance incentives
for, and thus increasing retention of, our officers and employees.

Although the compensation committee of our board of directors and our
board of directors have approved this exchange offer, we recognize that the
decision to accept is an individual one that should be based on a variety of
factors. You should consult with your personal advisors if you have questions
about your financial or tax situation. Neither we, the compensation committee
nor our board of directors is making a formal recommendation to employees as to
whether or not to accept this exchange offer.

3. PROCEDURES FOR TENDERING COVERED OPTIONS.

GENERAL. Our exchange offer is subject to the terms and conditions
described in this exchange offer and the letter of transmittal. We will not
accept covered options unless they are properly tendered and not validly
withdrawn.

The term "expiration date" means 12:00 midnight, Pacific Time, on
December 30, 2002, unless and until we, in our discretion, extend the period of
time during which this exchange offer will remain open. If we materially change
the terms of this exchange offer or the information about the exchange offer, or
if we waive a material condition of this exchange offer, we will extend the
exchange offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under
the Securities Exchange Act. Under these rules, the minimum period an exchange
offer must remain open following material changes in the terms of the exchange
offer or information about the exchange offer, other than a change in price or a
change in percentage of securities sought, will depend on the facts and
circumstances. If we extend the period of time during which this exchange offer
remains open, the term "expiration date" will refer to the latest time and date
at which the exchange offer expires. Section 14 of this exchange offer describes
our rights to extend, delay, terminate and amend this exchange offer, and this
Section 3 describes our rights to accept or reject tendered options.

If we decide to take any of the following actions, we will publish a
notice of the action:

o increase or decrease what we will give you in exchange for your
covered options, or

o increase or decrease the number or type of options eligible to be
exchanged in this exchange offer.

If the exchange offer is scheduled to expire within 10 business days
from the date we notify you of such an increase or decrease, we will extend this
exchange offer for a period of at least 10 business days after the date the
notice is published.

For purposes of this exchange offer, a "business day" means any day
other than a Saturday, Sunday or U.S. federal holiday and consists of the time
period from 12:01 a.m. through 12:00 midnight, Pacific Time, and a "trading day"
means any business day on which a closing sale price of our common stock is
reported on the Nasdaq National Market.

MAKING YOUR ELECTION. If you wish to tender your covered options for
exchange, you must complete and sign the letter of transmittal and return it to
Linda Teague, Director of Human Resources, at Bell Microproducts Inc., 1941
Ringwood Drive, San Jose, California 95131-1721, Fax No. (408) 467-2720, before
12:00 midnight, Pacific Time, on December 30, 2002, unless this exchange offer
is extended. We must receive your letter of transmittal before the expiration
date. You do not need to return your stock option agreements relating to your
covered options to effectively tender those options.

Your election will be effective upon receipt of your letter of
transmittal by Ms. Teague. To ensure timely delivery, we recommend that you send
it by fax or, if necessary, by mail, and then follow up with a telephone call or
e-mail to confirm receipt by the deadline. We will only accept a paper copy of
your letter of transmittal; delivery by e-mail will not be accepted.

DETERMINATION OF VALIDITY; REJECTION OF OPTIONS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. We will determine, in our discretion, all
questions as to the number of shares subject to covered options and the
validity, form, eligibility (including time of receipt) and acceptance of any
tender of options. Our determination of these matters will be final and binding
on all parties. We may reject any or all tenders of options that we determine
are not in appropriate form or that we determine are unlawful to accept. We may
waive any defect or irregularity in any tender with respect to any particular
options or any particular option holder. No covered options will be accepted for
exchange until the option holder exchanging the covered options has cured all
defects or irregularities to our satisfaction, or they have been waived by us,
prior to the expiration date. Neither we nor any other person is obligated to
give notice of any defects or irregularities involved in the exchange of any
options, and no one will be liable for failing to give notice of any defects or
irregularities.

OUR ACCEPTANCE CONSTITUTES AN AGREEMENT. If you properly elect to
exchange your covered options according to the procedures described above, you
will have accepted the terms and conditions of this exchange offer. Our
acceptance of covered options that are properly tendered will form a binding
agreement between us and you on the terms and subject to the conditions of this
exchange offer. Subject to our rights to extend, terminate and amend this
exchange offer, we currently expect that we will accept promptly after the
expiration of this exchange offer all properly tendered covered options for
which a letter of transmittal has been properly delivered and that have not been
validly withdrawn. You will be required to enter into a restricted stock unit
agreement governing the terms of your restricted stock units.

4. WITHDRAWAL RIGHTS.

You may only withdraw your tendered options in accordance with the
provisions of this Section 4. If you elect to accept this exchange offer and
exchange your eligible options granted under a particular stock option agreement
and you later want to change your election to reject

this exchange offer, you must reject this exchange offer with respect to all of
the eligible options granted under that particular agreement but need not reject
eligible options granted under different option agreements. No partial
rejections of options granted under an individual option agreement will be
accepted. Further, if you do not withdraw your election to participate in this
exchange offer with respect to all tendered options, you cannot change your
obligation to tender options granted to you on or after May 26, 2002. Similarly,
if you elect to reject this exchange offer as to eligible options granted under
a particular agreement and you later want to change your election to accept this
exchange offer and exchange your options, you must accept this exchange offer
with respect to all eligible options granted under that particular agreement.

You may withdraw your tendered options at any time before 12:00
midnight, Pacific Time, on December 30, 2002. If we extend this exchange offer
beyond that time, you may withdraw your tendered options at any time until the
extended expiration of this exchange offer. In addition, if we have not accepted
your tendered options by January 20, 2003, you will also have the right to
withdraw your tendered options after that date and until your tendered options
have been accepted. We currently intend to accept properly tendered options
promptly after the scheduled expiration date of the exchange offer, which is
currently December 30, 2002.

To validly withdraw tendered options, you must deliver to us, by mail
or facsimile (to the address or fax number set forth in Section 3), the written
notice of withdrawal, properly completed, while you still have the right to
withdraw the tendered options. The notice of withdrawal must specify the name of
the option holder who tendered the options to be withdrawn, the grant number,
grant date, exercise price and the number of options to be withdrawn. The notice
of withdrawal should be executed by the option holder who tendered the options
to be withdrawn as such option holder's name appears on the option agreement or
agreements evidencing such options. Delivery by e-mail will not be accepted. We
have filed a form of the Notice of Withdrawal as Exhibit (a)(1)(F) to the Tender
Offer Statement on Schedule TO that we filed with the Securities and Exchange
Commission on November 25, 2002. We will deliver a copy of the Notice of
Withdrawal to all officers and employees that validly elect to participate in
this exchange offer.

You may not rescind any withdrawal, and any options you withdraw will
thereafter be deemed not properly tendered for purposes of this exchange offer,
unless you properly re-tender those options before the expiration date by
following the procedures described in Section 3 of this exchange offer.

Neither we nor any other person is obligated to give notice of any
defects or irregularities in any notice of withdrawal, nor will anyone incur any
liability for failing to give notice of any defects or irregularities. We will
determine, in our sole discretion, all questions as to the form and validity,
including time of receipt, of notices to withdrawal. Our determinations of these
matters will be final and binding.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF RESTRICTED STOCK UNIT
AGREEMENTS.

Upon the terms and subject to the conditions of this exchange offer, we
currently expect to accept for exchange options properly tendered and not
validly withdrawn promptly after the scheduled expiration date of the exchange
offer, which is currently December 30, 2002. Once we have accepted options
tendered by you, your options will be canceled and you will no longer have any
rights under those options. We currently expect to begin the process of issuing
restricted stock unit agreements promptly after that date that we accept
tendered options. If this exchange offer is extended, then the issuance date of
the restricted stock units will also be extended.

Promptly after we cancel options tendered for exchange, we will send
each tendering option holder a letter indicating the number of options (and
shares subject to the options) that we have accepted for exchange, the exercise
price of the options that we have accepted for exchange, the date of acceptance,
as well as the number of restricted stock units that will be issued to each
tendering option holder. We filed a form of this letter with the Securities and
Exchange Commission on November 25, 2002 as an exhibit to the Tender Offer
Statement on Schedule TO.

If you are not one of our or our subsidiaries' officers or employees
from the date you tender options through the date the executed restricted stock
unit agreements are delivered to you or if you receive or submit a notice of
termination of employment on or before that date, you will not receive a
restricted stock units or any other consideration for your tendered options. If
this occurs, you may withdraw your tendered options and exercise them for a
limited time to the extent they are vested and in accordance with their terms.
You must remain one of our or our subsidiaries' officers or employees during the
vesting period to receive shares of common stock under the terms of the
restricted stock unit agreement.

If we merge with or are acquired by another entity after we accept and
cancel tendered options but before we issue restricted stock units, then the
resulting entity will be bound to issue the restricted stock units, under the
same terms as provided in this exchange offer. If we merge with or are acquired
by another entity after we accept and cancel the tendered options and after we
issue the restricted stock units but before vesting of all of your restricted
stock units, then the resulting entity will be bound to honor your restricted
stock unit agreement. In each case, however, the type of security and the number
of shares covered by the restricted stock units would be determined by the
merger or acquisition agreement between us and the acquirer based on the same
principles applied to the handling of shares of common stock or options to
acquire our common stock that are outstanding at the time of the merger or
acquisition. As a result of the ratio in which our common stock may convert into
an acquirer's common stock in a merger or acquisition transaction, you may
receive restricted stock units for more or fewer shares of the acquirer's stock
than the number of shares that you would receive in this exchange offer if no
acquisition had occurred. In the event that we acquire another entity, no change
will occur with

respect to your election to participate in this exchange offer. If the change of
control occurs after the issuance of your shares of common stock upon vesting of
restricted stock units, you will be considered one of our stockholders and
treated the same as our other stockholders in any change of control.

6. CONDITIONS OF THE EXCHANGE OFFER.

Notwithstanding any other provision of this exchange offer, we will not
be required to accept any options tendered to us, and we may terminate or amend
this exchange offer, or postpone our acceptance and cancellation of any options
tendered to us, in each case, subject to Rule 13e-4(f)(5) under the Securities
Exchange Act, if at any time before the expiration date any of the following
events has occurred, or has been determined by us to have occurred, and, in our
reasonable judgment in any such case, the occurrence of such event or events
makes it inadvisable for us to proceed with this exchange offer:

(a) there shall have been threatened or instituted or be pending any
action or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
domestic or foreign, before any court, authority, agency or tribunal
that directly or indirectly challenges the making of this exchange
offer, our acquisition of some or all of the tendered options under
this exchange offer, the issuance of restricted stock units, or
otherwise relates in any manner to this exchange offer;

(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to this exchange offer or
us or any of our subsidiaries, by any court or any authority, agency or
tribunal that, in our reasonable judgment, would or might directly or
indirectly:

o make the acceptance for exchange of, or issuance of restricted
stock units for, some or all of the tendered options illegal or
otherwise restrict or prohibit consummation of this exchange
offer or otherwise relates in any manner to this exchange offer;

o delay or restrict our ability, or render us unable, to accept for
exchange, or issue restricted stock units for, some or all of the
tendered options;

o in our reasonable judgment, could materially and adversely affect
the business, condition (financial or other), income, operations
or prospects of Bell or its subsidiaries or otherwise materially
impair in any way the contemplated future conduct of our business
or the business of any of our subsidiaries;

o any general suspension of trading in, or limitation on prices
for, securities on any national securities exchange or in the
over-the-counter market;

o the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, whether or not
mandatory;

o the commencement and/or escalation of a war, armed hostilities or
other international or national crisis directly or indirectly
involving the United States;

o any limitation, whether or not mandatory, by any governmental,
regulatory or administrative agency or authority on, or any event
that in our reasonable judgment might affect, the extension of
credit by banks or other lending institutions in the United
States;

o any significant change in the market price of the shares of our
common stock or any change in the general political, market,
economic or financial conditions in the United States or abroad
that could, in our reasonable judgment, have a material adverse
effect on the business, condition (financial or other),
operations or prospects of Bell or its subsidiaries or on the
trading in our common stock;

o any change in the general political, market, economic or
financial conditions in the United States or abroad that could
have a material adverse effect on our business, condition
(financial or other), operations or prospects or that of our
subsidiaries or that, in our reasonable judgment, makes it
inadvisable to proceed with this exchange offer;

o in the case of any of the foregoing existing at the time of the
commencement of this exchange offer, a material acceleration or
worsening thereof;

(d) a tender or exchange offer with respect to some or all of our
common stock, or a merger or acquisition proposal for us, shall have
been proposed, announced or made by another person or entity or shall
have been publicly disclosed, or we shall have learned that:

o any person, entity or "group," within the meaning of Section
13(d)(3) of the Securities Exchange Act, shall have acquired or
proposed to acquire beneficial ownership of more than 5% of the
outstanding shares of our common stock, or any new group shall
have been formed that beneficially owns more than 5% of the
outstanding shares of our common stock, other than any such
person, entity or group that has filed a Schedule 13D or Schedule
13G with the SEC on or before the expiration date of this
exchange offer;

o any such person, entity or group that has filed a Schedule 13D or
Schedule 13G with the SEC on or before the expiration date of
this exchange offer shall have acquired or proposed to acquire
beneficial ownership of an additional 2% or more of the
outstanding shares of our common stock; or

o any person, entity or group shall have filed a Notification and
Report Form under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 or made a public announcement reflecting an intent to
acquire us or any of our subsidiaries or any of the assets or
securities of us or any of our subsidiaries;

(e) there shall have occurred any change in generally accepted
accounting standards which could or would require us for financial
reporting purposes to record compensation expense (other than the
compensation expense contemplated for the restricted stock units)
against our earnings in connection with the exchange offer; or

(f) the delisting of our stock from the Nasdaq National Market.

The conditions to this exchange offer are for our benefit. We may
assert them in our discretion regardless of the circumstances giving rise to
them before the expiration date. We may waive them, in whole or in part, at any
time and from time to time before the expiration date, in our discretion,
whether or not we waive any other condition to this exchange offer. Our failure
at any time to exercise any of these rights will not be deemed a waiver of any
such rights. The waiver of any of these rights with respect to particular facts
and circumstances will not be deemed a waiver with respect to any other facts
and circumstances. Any determination we make concerning the events described in
this Section 6 will be final and binding upon all persons.

7. PRICE RANGE OF COMMON STOCK.

Our common stock is quoted on the Nasdaq National Market under the
symbol "BELM." The following table lists, for the periods indicated, the high
and low sale prices per share of our common stock on the Nasdaq National Market.

High Low
---- ---

Year ended December 31, 2001

First Quarter $ 21.875 $ 10.938

Second Quarter 14.030 6.930

Third Quarter 10.000 7.400

Fourth Quarter 14.180 7.600

Current Year

First Quarter $ 15.550 $ 10.050

Second Quarter 12.350 6.860

Third Quarter 7.800 3.500

Fourth Quarter 8.360 3.610
(through November 22, 2002)

Our stock price has been, and in the future may be, highly volatile.
The trading price of our common stock has fluctuated widely in the past and is
expected to continue to do so in the future, as a result of a number of factors,
some of which are outside our control. In addition, the stock market has
experienced extreme price and volume fluctuations that have affected the market
prices of many technology companies, and that have often been unrelated or
disproportionate to the operating performance of these companies.

We recommend that you obtain current market quotations for our common
stock before deciding whether to elect to exchange your options.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF RESTRICTED STOCK UNITS.

CONSIDERATION. The restricted stock units issued in exchange for
covered options properly tendered and accepted for exchange and cancellation by
us will be issued from our 1998 plan. We will issue one (1) restricted stock
unit for every three (3) shares issuable under covered

options properly tendered and accepted for exchange and cancellation by us. For
example, if you exchange covered options exercisable for 1,000 shares of common
stock, you will receive 334 restricted stock units. The exact number and type of
stock options that you have now is listed on the enclosed statement. No
restricted stock units will be issued to an option holder until that person
signs and returns a restricted stock unit agreement.

As of October 30, 2002, there were issued and outstanding 2,328,250
options to purchase shares of our common stock eligible to participate in this
exchange offer. If we receive and accept for exchange all outstanding covered
options, we will issue a total of approximately 776,083 restricted stock units.
If all covered options are properly tendered and accepted and cancelled, the
restricted stock units to be issued will equal approximately 3.9% of the total
shares of our common stock issued and outstanding as of November 11, 2002.

TERMS OF RESTRICTED STOCK UNITS. We will issue the restricted stock
units under our 1998 plan, and evidence them by a restricted stock unit
agreement between us and each option holder whose tendered options in this
exchange offer are accepted and cancelled. The restricted stock unit agreement
will be substantially the same as the form of restricted stock unit agreement
attached as Exhibit (d)(3) to the Tender Offer Statement on Schedule TO that we
filed with the Securities and Exchange Commission on November 25, 2002. You must
execute the restricted stock unit agreement to be entitled to your restricted
stock units. We currently expect to begin the process of delivering executed
restricted stock unit agreements promptly after the date that we accept tendered
options, which will be promptly after the scheduled expiration date of the
exchange offer, which currently is December 30, 2002. If we extend the
expiration date of the exchange offer, then issuance date of restricted stock
units will be extended as well.

SHARES OF COMMON STOCK. Your restricted stock units will be evidenced
by the restricted stock unit agreement between you and us. You will not receive
actual shares of common stock until your restricted stock units vest. Until you
receive actual shares of common stock, you will not have any dividend, voting
and other stockholder rights with respect to your restricted stock units.

REGISTRATION OF COMMON STOCK. All shares of common stock to be issued
in connection with the vesting of restricted stock units has been registered
under the Securities Act on Registration Statements on Forms S-8 filed by us
with the SEC. Unless you are considered one of our "affiliates," you will be
able to sell your shares of common stock, free of any transfer restrictions
under applicable securities laws.

SUMMARY OF OUR 1998 STOCK PLAN

In May of 1998, we adopted the 1998 Amended and Restated Stock Plan
(i.e., the 1998 plan), which replaced the 1988 Amended and Restated Incentive
Stock Plan and the 1993 Director Stock Option Plan. In early 2002, we amended
the 1998 plan to permit us to grant restricted stock units in this exchange
offer. Regardless of whether covered options were originally granted under the
1998 plan, we intend to issue all restricted stock units in this exchange offer
under our 1998 plan. We have summarized below the provisions of our 1998 plan as
it relates to the restricted stock units. The information in this summary is not
complete

and we recommend that you review each of our 1998 plan and the form of
restricted stock unit agreement and form of stock option agreement that have
been filed with the SEC.

PURPOSE. The purpose of our 1998 plan is to:

o attract, retain and reward valuable personnel,

o give participants an additional incentive to contribute to the success
of the company, and

o align the economic interests of employees, officers, directors and
consultants with those of Bell and our stockholders.

ADMINISTRATION. Our compensation committee administers our 1998 plan.
Subject to the terms of the particular plan, the committee has the authority to
determine the persons to whom options and other awards will be granted, subject
to eligibility requirements for grants of incentive stock options, and the terms
of the options and other awards granted, including:

o the number of shares subject to each award,

o when the option or other awards becomes exercisable,

o the per share exercise or purchase price,

o the duration of the option or other award,

o the time, manner and form of payment upon the exercise of an option or
other award, and

o other terms and provisions governing the option or other award.

The interpretation and construction by the committee of any provision
of the 1998 plan or of any award granted under those plans are final unless
otherwise determined by our board of directors.

TYPES OF AWARDS. Our 1998 plan permits the committee to grant a variety
of equity-based awards. The only awards applicable to this exchange offer are
restricted stock units.

ELIGIBILITY. The committee is authorized under our 1998 plan to grant
awards to employees, officers, directors, consultants and advisors of Bell and
its subsidiaries by providing them with stock options and other awards.

NUMBER OF SHARES. As of October 31, 2002, 477,723 shares of common
stock were available for future grants under the 1998 plan, and we had granted
options to purchase an aggregate of 3,460,711 shares under the 1998 plan, net of
cancellations and previously exercised options.

SHARE RESERVE. The maximum aggregate number of shares of common stock
that may be issued under the 1998 plan is 4,021,675 shares, plus an annual
increase to be added on January 1 of each year, equal to the lesser of (i)
600,000 shares, (ii) 4% of the outstanding shares on such date, or (iii) a
lesser amount determined by the Board of Directors, subject to adjustment upon

changes in capitalization of the Company. If any outstanding option or award
that was originally issued under the 1998 plan expires or terminates, the shares
allocable to the unexercised portion of that option or award may again be
available for purposes of options and awards under the 1998 plan. If all covered
options that were originally issued under the 1998 plan are tendered for
exchange and accepted for cancellation, we will accept 1,419,000 1998 plan
options and the number of shares available for grant under the 1998 plan will be
increased by 642,917 (net of the 473,000 restricted stock units awarded under
the 1998 plan in connection with this exchange offer). An additional 909,250
options are eligible for inclusion in this exchange offer, but were originally
issued outside the 1998 plan. If all of these options are tendered in the
exchange offer, the issuance of restricted stock units in exchange for these
tendered options would reduce the number of shares reserved under the 1998 plan
by 776,083.

ADJUSTMENTS UPON CHANGE IN CAPITALIZATION. Our 1998 stock plan provides
that in the event of any change in capitalization, the committee will make
appropriate adjustments to outstanding options or other awards. A change in
capitalization could result from, among other things, a stock dividend, cash or
property dividend, stock split, reverse stock split, share combination,
reclassification, recapitalization, merger, consolidation, spin-off, split-up,
reorganization, issuance of warrants or rights or debentures, exchange of
shares, repurchase of shares, change in corporate structure or a substantially
similar event.

TERMINATION AND AMENDMENT. Our 1998 stock plan will terminate on the
day preceding the tenth anniversary of the date of its adoption by our board of
directors. Our board of directors will be able to at any time and from time to
time amend or terminate the plans. However, to the extent necessary under
applicable law, no change will be effective without the requisite approval of
our stockholders. In addition, no change will alter or adversely impair any
rights or obligations under any stock option and other incentive award
previously granted, except with the written consent of the grantee.

TERM. The term of each award under our 1998 plan is fixed by the
committee and may not exceed 10 years from the date of grant.

GRANT AGREEMENTS. Each option grant or other award under each of our
1998 plan must be evidenced by an agreement that describes the terms of the
grant.

MERGER OR ASSET SALE. In the event of a merger of Bell with or into
another corporation, or the sale of substantially all of the assets of the
Company, each outstanding option and other right shall be assumed or an
equivalent option or right substituted by the successor corporation or a parent
or subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option or other right, the
holder of the option or right shall become fully vest in and have the right to
exercise the option or right as to all of the underlying shares of common stock.

9. INFORMATION ABOUT BELL MICROPRODUCTS INC.

We sell components that include disk drives, semiconductors, flat panel
displays and related products, and other storage products and custom-configured
computer products. Our products also include value-added services such as system

design, integration, installation, maintenance and other consulting services
combined with a variety of storage and computer hardware and software products.
In addition, we offer network attached storage (NAS), storage area network (SAN)
and other storage systems, computer platforms, tape drives and libraries and
related software. Our selection of products and technologies, together with our
independence, allows us to offer the best available hardware, software and
service solutions for each customer. Customers can purchase our components as
stand-alone products or in combination with certain value-added services.

We were incorporated in California in 1987. Our principal executive
offices are currently located at 1941 Ringwood Avenue, San Jose, California
95131-1721, and our telephone number is (408) 451-9400. A list of our directors
and executive officers is attached on Schedule A to this exchange offer. Our
World Wide Web site address is www.bellmicro.com. Information contained in our
Web site is not incorporated by reference into this report, and you should not
consider information contained in our Web site as part of this report. Our
common stock is listed on the Nasdaq National Market under the symbol "BELM".

Before deciding whether to tender your options under this exchange
offer, we encourage you to review the financial information included on pages 24
through 45 of our Annual Report on Form 10-K for the fiscal year ended December
31, 2001 and on pages 3 through 14 of our Quarterly Report for the nine months
ended September 30, 2002. We are incorporating by reference the financial
information referred to in the preceding sentence into this exchange offer.
Please see Section 16 of this exchange offer for information about how to obtain
copies of this report or our other SEC filings.

SUMMARY FINANCIAL DATA

Year Ended Nine Months
December 31, ended
September 30,
2000 2001 2002
(unaudited)

Consolidated Statement of Operations Data: (in thousands, except per share data)

Revenue.................................................... $1,804,102 $2,007,102 $1,572,536
Cost of revenue ........................................... 1,638,802 1,854,294 1,439,785
Total operating expenses .................................. 121,088 166,804 130,828
Interest expense and other income, net .................... 14,495 20,362 12,944
---------- ---------- ----------
Net loss .................................................. $ 29,717 $ (34,358) $ (8,045)
========== ========== ==========

Assets Data:
Total current assets ...................................... $ 561,614 $ 525,441 $ 484,705
Non-current assets ........................................ 99,593 118,246 117,064
---------- ---------- ----------
Total assets .............................................. $ 661,207 $ 643,687 $ 601,769
========== ========== ==========
Liabilities and Stockholders' Equity Data:
Total current liabilities ................................. $ 424,804 $ 341,477 $ 377,917
Long-term obligations, less current maturities............. 106,871 176,441 83,039
Total stockholders' equity ................................ 129,532 125,769 140,813
---------- ---------- ----------
Total liabilities and stockholders' equity ................ $ 661,207 $ 643,687 $ 601,769
========== ========== ==========

Consolidated Statement of Cash Flows Data:
Cash (used in) provided by operating activities ........... $ (35,010) $ 36,765 $ 33,351
Net cash used in investing activities ..................... (64,173) (23,335) (4,039)
Net cash provided by (used in) financing activities ....... 101,967 (19,600) (25,095)

Per Share Data:
Basic and diluted net loss per share ...................... $ 1.05 $ (1.34) $ (0.42)

Upon the issuance of the restricted stock units contemplated by this
exchange offer, and assuming 100% participation by eligible officers and
employees, we will record a compensation expense equal to the fair market value
of our common stock on the date of grant of the restricted stock units. As an
example, assuming 100% participation by officers and employees eligible to
participate in this exchange offer and a share price of $5.00, we will record a
compensation expense of approximately $3,880,416 in connection with the grant of
restricted stock units. This expense will be recognized evenly over four years
as the restricted stock units vest.

Except as otherwise described above or elsewhere in this exchange offer
or in our filings with the SEC, we presently have no plans or proposals that
relate to or would result in:

o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving us or any of our
subsidiaries;

o a purchase, sale or transfer of a material amount of our assets or the
assets of any of our subsidiaries;

o any material change in our present dividend rate or policy, or any
material adverse change in our indebtedness or capitalization outside
the ordinary course of business;

o any change in our present board of directors, including any plan or
proposal to change the number or term of directors or to fill any
existing board vacancies or to change any material terms of the
employment contract of any current executive officer;

o any material change in our corporate structure or business;

o our common stock not being authorized for quotation on the Nasdaq
National Market;

o our common stock becoming eligible for termination of registration
under Section 12(g)(4) of the Securities Exchange Act;

o the suspension of our obligation to file reports under Section 15(d)
of the Securities Exchange Act;

o the acquisition by any person of any of our securities from us (other
than in connection with our 1998 plan or other outstanding option and
warrant agreements) or the repurchase by us of any of our securities;
or

o a change in our certificate of incorporation or bylaws, or any actions
which may make it more difficult for any person to acquire control of
our company.

The last reported price of our common stock on November 22, 2002 was
$7.69 per share. The Nasdaq National Market generally requires listed issuers to
maintain a minimum bid price of $1.00, and may delist an issuer whose share
price falls below that threshold for an extended period of time. If we are
unable to meet this or any of the other minimum listing requirements, we may be
subject to delisting from the Nasdaq National Market, which would likely have a
material adverse effect on the liquidity of our common stock and could affect
your ability to sell your shares of common stock or any common stock received
upon exercise of your stock options.

10. INTERESTS OF DIRECTORS AND OFFICERS.

Our executive officers as a group beneficially owned covered options to
purchase a total of 997,500 shares of our common stock, which represented
approximately 42.8% of all covered options outstanding as of that date. For
information with respect to the beneficial ownership by our directors and
executive officers of our common stock, please refer to our 2002 Annual Proxy
Statement, incorporated herein by reference. Our executive officers have
currently tendered for

exchange 402,500 covered options in the exchange offer (subject to their
continuing right to withdraw their respective elections in accordance with the
terms of the exchange offer).

Other than as otherwise described below and other than ordinary course
purchases under our stock incentive plans and ordinary course grants of stock
options to non-employee directors and executive officers, there have been no
transactions in options to purchase our common stock or that were effected
during the past 60 days by us or, to our knowledge, by any of our directors or
executive officers. In addition, except as otherwise described below and other
than outstanding options to purchase common stock granted from time to time to
our non-employee directors and executive officers under our stock incentive
plans, neither we nor any person controlling us nor, to our knowledge, any of
our directors or executive officers is a party to any agreement, arrangement,
contract, understanding or relationship with any other person relating, directly
or indirectly, to this exchange offer with respect to any of our securities.

Directors who are not employees of the Company receive an annual fee of
$8,000, payable quarterly, a fee of $4,000 for each board meeting attended in
person, $2,000 per committee meeting attended in person, and $2,000 per board or
committee meeting attended by telephone. In addition, under the terms of the
1998 plan, each non-employee director automatically receives a nonqualified
option to purchase 22,500 shares of common stock upon his or her initial
election as a director and a nonqualified option to purchase 7,500 shares of
common stock annually thereafter.

The Compensation Committee, which consists of Gordon A. Campbell,
Edward L. Gelbach and David M. Ernsberger, reviews and acts on matters relating
to compensation levels and benefit plans for key executives of the Company,
among other things. The Compensation Committee has met multiple times during
fiscal year 2002.

11. ACCOUNTING CONSEQUENCES OF THE EXCHANGE OFFER.

ACCOUNTING CONSEQUENCES. We will be required to record a fixed non-cash
compensation expense in connection with the issuance of the restricted stock
units, based on the value of the restricted stock units on the date of issuance.
As an example, assuming 100% participation by officers and employees eligible to
participate in this exchange offer and a share price of $5.00, we will record a
compensation expense of approximately $3,880,416 in connection with the grant of
restricted stock units. This expense will be recognized evenly over four years
as the restricted stock units vest.

Eligible options that are not tendered in the exchange offer will be
treated for financial reporting purposes as variable awards. This means that we
will be required to record the non-cash accounting impact of decreases and
increases in the share price of our common stock as a compensation expense for
those options over the vesting period once the share price of our common stock
exceeds the exercise price of the options. We will have to continue this
variable accounting for all non-tendered options until they are exercised,
forfeited or terminated. The higher the market value of our common stock, the
greater the compensation expense we will have to record.

12. LEGAL MATTERS; REGULATORY APPROVALS.

We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by this exchange
offer, or of any approval or other action by any government or regulatory
authority or agency that is required for the acquisition or ownership of the
restricted stock units or options as described in this exchange offer. If any
other approval or action should be required, we presently intend to seek the
approval or take the action. This could require us to delay the acceptance of
options tendered to us. We cannot assure you that we would be able to obtain any
required approval or take any other required action. Our failure to obtain any
required approval or take any required action might result in harm to our
business. Our obligation under this exchange offer to accept tendered options
and to issue restricted stock units is subject to the conditions described in
Section 6 of this exchange offer.

13. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.

The following is a general summary of the material U.S. federal income
tax consequences of the exchange of options under this exchange offer. This
discussion is based on the Internal Revenue Code, Treasury Regulations and
administrative rulings and judicial decisions as of the date of this exchange
offer, all of which are subject to change, possibly on a retroactive basis, and
any change could affect the continuing validity of this discussion. This summary
does not discuss all of the tax consequences that may be relevant to you in
light of your particular circumstances, nor is it intended to be applicable in
all respects to all categories of option holders. This summary applies to you
only if you are an individual who is a citizen or resident of the United States,
including an individual who is a lawful permanent resident of the United States
or who meets the substantial presence test under the Internal Revenue Code. U.S.
residents are taxed for U.S. federal income purposes as if they were U.S.
citizens. This summary does not discuss state, local and foreign taxes and does
not discuss U.S. federal taxes other than income taxes (e.g., estate and gift
tax laws).

Tax matters are very complicated, and the tax consequences to you of
the exchange of options under this exchange offer will depend on the facts of
your particular situation. We urge you to consult your own tax advisor with
respect to the federal, state, local and foreign tax consequences of
participating in this exchange offer, and the effect of any proposed change in
the tax laws.

GENERAL. Unless you file a Section 83(b) election with the IRS as
discussed below, there will be no immediate tax consequences to you from
receiving the restricted stock units in exchange for your covered options. Since
the shares of common stock covered by the restricted stock units are not vested
upon their issuance to you, the exchange will not initially be a taxable

event for you. However, as your restricted stock units vest over time, you will
be required to recognize taxable ordinary income in an amount equal to the fair
market value of the restricted stock units based on the closing price of our
common stock on the last trading day before each vesting date.

SUBSEQUENT SALE OF COMMON STOCK. Upon a sale or other taxable
disposition of the common stock covered by the restricted stock units that have
vested, you will recognize a taxable capital gain equal to the amount realized
upon the sale or disposition of the shares less their fair market value on the
date of vesting. A capital loss will result to the extent the amount realized
upon a sale is less than such fair market value. The gain or loss will be
long-term if you hold the restricted stock units for more than one year after
vesting occurs. The capital gain holding period for the restricted stock units
will start on the day after date of vesting and end on the settlement date of
the sale.

PAYMENT OF INCOME AND PAYROLL TAXES. Since there will be no immediate
tax consequences to you from receiving the restricted stock units (unless you
make a Section 83(b) election with the IRS as discussed below), upon issuance of
the restricted stock units we will not be required to withhold money from you to
satisfy your income and payroll tax obligations. As your restricted stock units
vests over time, you will be required to recognize taxable ordinary income, as
described in the answer to Question 17. This means that the ordinary income will
be reflected on your year-end W-2 in each year that your restricted stock units
vest, and we will have an obligation to withhold federal and state income and
payroll taxes, much like the obligation that arises when we pay you your salary
or a bonus.

We are offering you various alternatives to satisfy your income and
payroll tax obligations. The alternatives are as follows:

Within 60 days prior to each annual vesting date, you must notify us in writing
which alternative you have chosen. This election can be made by mailing or
faxing to us the Tax Withholding

Election Form, a form of which we filed as Exhibit (a)(1)(G) to the Tender Offer
Statement on Schedule TO that we filed with the Securities and Exchange
Commission on November 25, 2002. We will send this election form to you
approximately 30 days before you are required to notify us of the alternative
you have chosen. If you do not notify us in writing at least 60 days prior to
each annual vesting date of the alternative you have chosen, we will deduct the
entire amount of the tax obligation in the first pay period (and subsequent pay
periods if necessary) following the vesting date for which such election should
have been made. You may make a different election for each of your four (4)
annual vesting dates. If your employment with us is terminated for any reason
after you have received shares of common stock but before you have satisfied
your income and payroll taxes, we will deduct the entire amount of your tax
obligation from your final paycheck.

We will be entitled to an income tax deduction equal to the amount of
ordinary income recognized by you with respect to the vesting of restricted
stock units. The deduction will in general be allowed for our taxable year in
which such ordinary income is recognized by you.

SECTION 83(b) ELECTION. If you make a Section 83(b) election with
respect to your receipt of restricted stock units, you will be required to
recognize income immediately upon the exchange of your eligible options for
restricted stock units. The amount of income to be recognized will be equal to
the fair market value of the restricted stock units you receive (determined
without regard to the restrictions). This fair market value will be equal to the
closing price of our common stock on the last trading day preceding the day on
which the restricted stock units are issued in the exchange.

If an election under Section 83(b) is made, no further ordinary income
or loss will be recognized by you as the restricted stock units vest, regardless
of the fair market value of the stock at the time the vesting occurs. If your
employment terminates and you forfeit your restricted stock units, you will not
be entitled to any deduction, regardless of having paid tax with respect to the
forfeited shares.

U.S. FEDERAL INCOME TAX CONSEQUENCES WITH RESPECT TO OUTSTANDING
INCENTIVE STOCK OPTIONS. You will not be subject to current income tax if you do
not elect to exchange your eligible incentive stock options for restricted stock
units. We do not believe that our exchange offer to you will change any of the
terms of your eligible incentive stock options if you do not accept this
exchange offer. However, the IRS may characterize our exchange offer to you as a
"modification" of those incentive stock options, even if you decline this
exchange offer. A

successful assertion by the IRS that the options are modified could affect the
continued status of the options as incentive stock options (as opposed to
non-qualified options) and would extend the period you would have to hold the
shares purchased under those options in order to qualify all of the gain on a
subsequent sale of those shares as long-term capital gain. In addition, such a
deemed modification may also cause a portion of your incentive stock options to
be treated as non-qualified stock options upon exercise.

14. MATERIAL INTERNATIONAL TAX CONSEQUENCES.

GENERAL. The following is a general summary of the tax consequences of
participating in the exchange offer for non-U.S. officers and employees, which
may differ from and be more adverse than the tax consequences to a U.S. taxpayer
or resident. This summary is general in nature and does not discuss all of the
tax consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
categories of option holders. These summaries are limited to the tax
consequences of the exchange offer and the initial taxable event connected to
the restricted stock units. Generally, these summaries do not address any net
wealth tax that may be due when the restricted stock units vest, or income tax
that may be due upon the subsequent sale of shares of common stock or in
connection with dividends paid with respect to such shares of common stock, if
any. This discussion is based on tax laws as of the date of this exchange offer.
Please note that tax laws change frequently and occasionally on a retroactive
basis. If you live and/or work in one country, but you are a citizen or resident
of another country for local law purposes, consult your tax or financial advisor
to determine which tax laws apply to you.

WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX OR FINANCIAL ADVISOR BEFORE
DECIDING TO PARTICIPATE IN THE OFFER.

PAYMENT OF TAXES. We are offering you various alternatives to satisfy
your income and payroll tax obligations. The alternatives are as follows:

If you choose this alternative, you will also authorize us to withhold
from your first paycheck (and subsequent paychecks if necessary)
following the expiration of the 30-day period an amount sufficient to
satisfy any unsatisfied portion of your withholding obligation.

DEPENDING ON THE PARTICULAR COUNTRY WHERE YOU PAY EMPLOYMENT TAXES, WE
MAY NOT HAVE ANY WITHHOLDING TAX OBLIGATIONS WITH RESPECT TO YOU AND, THEREFORE,
INFORMATION IN THIS EXCHANGE OFFER REGARDING PAYING TAXES TO US MAY NOT
APPLICABLE TO YOU. TO DETERMINE IF WE HAVE WITHHOLDING TAX OBLIGATIONS IN
CONNECTION WITH THE ISSUANCE OR VESTING OF RESTRICTED STOCK UNITS WE ISSUE TO
YOU, PLEASE READ THE BELOW SUMMARY OF TAX CONSIDERATIONS THAT IS APPLICABLE TO
YOU.

SUMMARY TAX IMPLICATIONS

(a) BELGIUM. You will not be subject to tax as a result of the exchange
of eligible options for the grant of restricted stock units. When the restricted
stock units vest and the related shares are distributed, you will be subject to
income tax on the fair market value of those shares on the vesting date. There
is a possibility that this taxable amount may be reduced by the value, if any,
of your cancelled covered options. You should consult your financial and/or tax
adviser to discuss this issue. We are not required to withhold or report income
tax or social insurance contributions at the time of grant or vesting. It is
your responsibility to report and pay any taxes resulting from the grant or
vesting of your restricted stock units.

(b) CANADA. The tax treatment of the exchange of eligible options for
the grant of common stock units is uncertain. It is possible that the Canada
Customs and Revenue Agency (the "CCRA") will treat the exchange as either (i) a
taxable exchange of employee stock options in exchange for the grant of common
stock units or (ii) two separate transactions (i.e., a tender of eligible
options for cancellation, followed by a grant of new and unrelated common stock
units). If the transactions are treated as two separate transactions by the
CCRA, you will be considered

to have disposed of your eligible options for no consideration and, therefore,
the exchange of eligible options for the grant of common stock units will not be
a taxable event. The discussion in this summary assumes the transactions will be
treated by the CCRA as two separate transactions.

When the common stock units vest and the related shares are
distributed, you will be subject to income tax and social insurance
contributions. You will be taxed on the fair market value of those shares on the
vesting date. We will report the income recognized at vesting to the CCRA. A
copy of the T4 form containing this information will be delivered to you prior
to the last day of February in the year following the year in which your common
stock units vest.

We will withhold income tax or social insurance contributions on your
taxable income as your restricted stock units vest.

THE TAX CONSEQUENCES OF THE EXCHANGE AND THE RECEIPT AND VESTING OF COMMON STOCK
UNITS FOR CANADIAN RESIDENT INDIVIDUALS IS UNCERTAIN SO WE RECOMMEND YOU CONSULT
WITH YOUR OWN TAX ADVISORS.

(c) CHILE. You will not be subject to tax as a result of the voluntary
exchange of covered options for the grant of restricted stock units. When the
restricted stock units vest and the related shares are distributed, you will be
subject to taxation. It is likely that the market value of those shares at the
time of distribution will be deemed "ordinary income of foreign source" and thus
subject to First Category Tax and to Surtax at the time of payment. As a result,
we will not be required to withhold or report income tax or social insurance
contributions when the restricted stock units vest. You will be responsible for
reporting and registering your investment with the Central Bank of Chile and/or
with the Chilean Internal Revenue Services and for paying any tax liability upon
the vesting of your restricted stock units.

(d) GERMANY. You will not be subject to tax as a result of the exchange
of eligible options for the grant of restricted stock units. When the restricted
stock units vest and the related shares are distributed, you will be subject to
income tax and social insurance contributions (to the extent you have not
exceeded the wage base for social insurance contributions) on the fair market
value of those shares on the vesting date. Under current laws, we will withhold
income tax and social insurance contributions (to the extent that you have not
exceeded the wage base for social insurance contributions) on the income
received at vesting. You are responsible for paying any difference between the
actual tax liability and the amount withheld.

(e) NETHERLANDS. You will not be subject to tax when restricted stock
units are granted to you. When the restricted stock units vest and the related
shares are distributed, you will be subject to income tax and social insurance
contributions on the fair market value of those shares on the vesting date. We
must withhold and report at the time you are subject to tax. Therefore, if you
deferred taxation on your eligible options to the time of exercise through an
Election to Defer Taxation, you may be subject to wage tax and social insurance
contributions on the taxable amount due at the date of grant. However, we will
not withhold any taxes or social insurance until such obligations are confirmed.

We will withhold wage tax and social security contributions on the
income recognized upon vesting of your restricted stock units. You are
responsible for paying any difference between the actual tax liability on your
restricted stock units and the amount withheld. It is your responsibility to
report and pay any investment yield taxes resulting from the holding of shares.

(f) SWEDEN. Eligible employees who are residents of Sweden who exchange
eligible options for share awards will not be required to recognize income for
Swedish income tax purposes at the time of the exchange. At the date of grant of
the share awards, eligible employees who are residents of Sweden will not be
required to recognize income for Swedish income tax purposes. Upon the vesting
restricted stock units each year the employee will recognize income from
employment, taxable as ordinary income, in an amount equal to the market value
of the shares vested, calculated by reference to the closing price of the shares
on the day of vesting. The income will be subject to regular rates of income
tax. We will withhold income tax on the income received at vesting. You are
responsible for paying any difference between the actual tax liability and the
amount withheld.

(g) UNITED KINGDOM. The following is based on the U.K. tax laws in
effect in the U.K. as of April 6, 2002. You will not be subject to tax as a
result of the exchange of covered options for the grant of restricted stock
units. When the restricted stock units vest and the related shares are
distributed, you will be subject to income tax and National Insurance
Contributions on the fair market value of those shares on the vesting date. We
will withhold from you, your portion of the tax due on the vested restricted
stock units under the Pay As You Earn system ("PAYE"), and will deliver the
income tax withheld to the U.K. Inland Revenue on your behalf. You will be
required to pay any tax or National Insurance Contribution liability to us
within 30 days of vesting. If you fail to pay your employer the income tax due
within 30 days of the vesting date of your restricted stock units, you will be
deemed to have received a further taxable benefit equal to the amount of income
tax due on the vested restricted stock units. This will give rise to a further
income tax charge.

We are required to report the details of the exchange of eligible
options, the grant of your restricted stock units and the vesting of your
restricted stock units on its annual U.K. Inland Revenue tax return. In addition
to our reporting obligations, you must report details of any liabilities arising
from the vesting of your restricted stock units to the U.K. Inland Revenue on
your personal U.K. Inland Revenue tax return.

15. EXTENSION OF EXCHANGE OFFER; TERMINATION; AMENDMENT.

We expressly reserve the right, in our discretion, at any time and from
time to time, and regardless of whether or not any event set forth in Section 6,
"Conditions of the Exchange Offer," has occurred or is deemed by us to have
occurred, to extend the period of time during which this exchange offer is open
and thereby delay the acceptance for exchange and cancellation of any options
surrendered or exchanged by publicly announcing the extension and giving oral or
written.

Before the expiration date to terminate or amend this exchange offer,
we may postpone our decision of whether or not to accept and cancel any covered
options in our discretion. In order to postpone accepting or canceling, we must
publicly announce the postponement and give oral or written notice of the
postponement to the option holders. Our right to delay accepting and canceling
covered options is limited by Rule 13e-4(f)(5) under the Securities Exchange Act
of 1934, which requires that we must pay the consideration exchange offered or
return the tendered options promptly after we terminate or withdraw this
exchange offer.

As long as we comply with any applicable laws, we may amend this
exchange offer in any way, including decreasing or increasing the consideration
exchange offered in this exchange offer to option holders or by decreasing or
increasing the number of covered options to be exchanged or surrendered in this
exchange offer.

We may amend this exchange offer at any time by publicly announcing the
amendment. If we extend the length of time during which this exchange offer is
open, the amendment must be issued no later than 9:00 a.m., Eastern Time, on the
next business day after the last previously scheduled or announced expiration
date. Any public announcement relating to this exchange offer will be sent
promptly to option holders in a manner reasonably designed to inform option
holders of the change, for example, by issuing a press release.

If we materially change the terms of this exchange offer or the
information about this exchange offer, or if we waive a material condition of
this exchange offer, we will extend this exchange offer to the extent required
by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. Under
these rules the minimum period an exchange offer must remain open following
material changes in the terms of this exchange offer or information about this
exchange offer, other than a change in price or a change in percentage of
securities sought, will depend on the facts and circumstances. If we decide to
take any of the following actions, we will publish notice of the action:

o increase or decrease what we will give you in exchange for your
covered options, or

o increase or decrease the number or type of options eligible to be
exchanged in this exchange offer.

If this exchange offer is scheduled to expire within 10 business days
from the date we notify you of such an increase or decrease, we will extend this
exchange offer for a period of at least 10 business days after the date the
notice is published.

16. FEES AND EXPENSES.

We will not pay any fees or commissions to any broker, dealer or other
person for asking option holders to exchange covered options under this exchange
offer.

17. ADDITIONAL INFORMATION.

This exchange offer is a part of a Tender Offer Statement on Schedule
TO that we have filed with the SEC. This exchange offer does not contain all of
the information contained in the

Schedule TO and the exhibits to the Schedule TO. We recommend that you review
the Schedule TO, including its exhibits, and the following materials that we
have filed with the SEC before making a decision on whether to exchange your
options:

(a) our Annual Report on Form 10-K for the fiscal year ended December 31,
2001 (File No. 000-21528), filed with the SEC on April 1, 2002;

(b) our Quarterly Report on Form 10-Q for the nine months ended September
30, 2002, filed with the SEC on November 14, 2002;

(d) our most recent Current Reports on Form 8-K, filed with the SEC on
August 13, 2002 and August 14, 2002; and

(e) the description of our common stock contained in our Registration
Statement on Form S-1 (No. 33-60954) originally filed with the SEC on
April 14, 1993, including all amendments.

These filings, our other annual, quarterly and current reports, our
proxy statement and our other Securities and Exchange Commission filings may be
examined, and copies may be obtained, at the following SEC public reference
rooms:

450 Fifth Street, N.W. 500 West Madison
Room 1024 Suite 1400
Washington, D.C. 20549 Chicago, IL 60661

You may obtain information on the operation of the public reference
rooms by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available
to the public on the SEC's Internet site at http://www.sec.gov.

Our common stock is quoted on the Nasdaq National Market under the
symbol "BELM," and our SEC filings can be read at the following Nasdaq address:

Nasdaq Operations
1735 K Street, N.W.
Washington, D.C. 20006

We will also provide without charge to each person to whom we deliver a
copy of this exchange offer, upon their written or oral request, a copy of any
or all of the documents to which we have referred you, other than exhibits to
these documents (unless the exhibits are specifically incorporated by reference
into the documents). Requests should be directed to:

Bell Microproducts Inc.
Attn: Human Resources
1941 Ringwood Avenue
San Jose, California 95131-1721

or by telephoning us at (408) 451-9400 between the hours of 9:00 a.m. and 5:00
p.m., Pacific Time.

As you read the documents listed in this Section 16, you may find some
inconsistencies in information from one document to another. Should you find
inconsistencies between the documents, or between a document and this exchange
offer, you should rely on the statements made in the most recent document. The
information contained in this exchange offer about Bell should be read together
with the information contained in the documents to which we have referred you.

18. FORWARD-LOOKING STATEMENTS; MISCELLANEOUS.

This exchange offer and our SEC reports referred to in Section 16 above
include "forward-looking statements." When used in this exchange offer, the
words "may," "will," "could," "should," "anticipates," "believes," "estimates,"
"expects," "intends" and "plans" as they relate to Bell, our subsidiaries or our
management are intended to identify these forward-looking statements. All
statements by us regarding expected future financial position and operating
results, our business strategy, our financing plans and expected capital
requirements, forecasting trends relating to our services or the markets in
which we operate and similar matters are forward-looking statements. Any
statement that is not a historical fact, including estimates, projections,
future trends and the outcome of events that have not yet occurred, are
forward-looking statements. We wish to caution you that the forward-looking
statements in this exchange offer and our SEC reports referred to in Section 16
above are only predictions and that actual results may differ materially from
those stated or implied in the forward-looking statements. These forward-looking
statements involve risks and uncertainties, including, without limitation, the
risks described in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 and Quarterly Report on Form 10-Q for the nine months ended
September 30, 2002.

We caution you to consider carefully these factors as well as the
specific factors discussed with each specific forward-looking statement in this
exchange offer and in our other filings with the Securities and Exchange
Commission. These factors, in some cases, have affected, and in the future
(together with other unknown factors) could affect, our ability to implement our
business strategy and may cause actual results to differ materially from those
contemplated by the forward-looking statements expressed in this annual report.
No assurance can be made that any expectation, estimate or projection contained
in a forward-looking statement can be achieved.

You are also cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date made. As a general policy, we do not
intend to release publicly any revisions to forward-looking statements as the
result of subsequent events or developments.

SCHEDULE A

INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS
OF BELL MICROPRODUCTS INC.

The directors and executive officers of Bell Microproducts Inc. and
their positions and offices as of November 15, 2002, are set forth in the
following table:

COVERED OPTIONS
NAME POSITION AND OFFICES HELD BENEFICIALLY OWNED

W. Donald Bell President, Chief Executive Officer and Chairman of 300,000
the Board
James E. Ousley Vice Chairman 100,000
Gordon A. Campbell Director 0
Glenn E. Penisten Director 0
Edward L. Gelbach Director 0
Eugene B. Chaiken Director 0
David M. Ernsberger Director 0
Nick Ganio President, Enterprise Solutions 300,000
Ian French President, Europe 175,000
Philip M. Roussey Exec. Vice President, Enterprise Solutions 20,000
Distribution
James E. Illson Exec. Vice President, Finance and Operations and 0
Chief Financial Officer
Robert J. Sturgeon Vice President Operations, Chief Information Officer 20,000
Richard J. Jacquet Vice President, Human Resources 82,500

The address of each director and executive officer is: c/o Bell Microproducts
Inc., 1941 Ringwood Avenue, San Jose, California, 95131-1721.