AMENDMENTS TO SECURITIZATION AGREEMENTS AND WAIVER

                  AMENDMENTS TO SECURITIZATION AGREEMENTS AND WAIVER, dated as
of August 18, 2000 (these "Amendments"),  among MERISEL AMERICAS, INC. ("Merisel
Americas"),  MERISEL CAPITAL FUNDING, INC. ("Merisel Capital Funding"),  REDWOOD
RECEIVABLES  CORPORATION  ("Redwood") and GENERAL ELECTRIC  CAPITAL  CORPORATION
("GE Capital").

                  WHEREAS, Merisel Americas, as originator,  and Merisel Capital
Funding are parties to an Amended and Restated  Receivables  Transfer Agreement,
dated as of  September  27,  1996,  as amended by  Amendment  No. 1, dated as of
November 7, 1996,  Amendment No. 2, dated as of December 19, 1997, Amendment No.
3, dated as of July 31, 1998 (the "MAI Transfer Agreement") and Amendment No. 4,
dated as of March 10, 2000;

                  WHEREAS, Merisel Capital Funding, as seller (in such capacity,
     the "Seller"),  Redwood, as purchaser (in such capacity,  the "Purchaser"),
GE Capital,  as operating  agent (in such capacity,  the "Operating  Agent") and
collateral  agent  (in  such  capacity,  the  "Collateral  Agent")  and  Merisel
Americas,  as servicer  (in such  capacity,  the  "Servicer")  are parties to an
Amended and Restated Receivables  Purchase and Servicing Agreement,  dated as of
September 27, 1996, as amended by Amendment No. 1, dated as of November 7, 1996,
Amendment  No. 2, dated as of December  19, 1997,  Amendment  No. 3, dated as of
July 31, 1998,  Amendment No. 4, dated as of February 22, 1999, Amendment No. 5,
dated as of May 12,  1999,  Amendment  No.  6,  dated  as of  August  13,  1999,
Amendment No. 7, dated as of March 10, 2000 and Amendment No. 8, dated as of May
17, 2000 (the "Purchase Agreement");

                  WHEREAS,  definitions and interpretations of the Purchase
Agreement are set forth in Annex X thereto,  dated as of September  27, 1996, as
amended ("Annex X," and,  together with the Purchase  Agreement and the MAI
Transfer Agreement, the "Securitization Agreements");

                  WHEREAS, the Seller and Servicer have requested the Purchaser,
the  Operating  Agent  and the  Collateral  Agent  to  waive  certain  financial
covenants contained in the Purchase Agreement; and

                  WHEREAS,   the  parties  hereto  wish  to  further  amend  the
Securitization  Agreements  (such amendments and waiver is referred to herein as
these "Amendments").

                  FOR GOOD AND VALUABLE CONSIDERATION,  THE RECEIPT AND ADEQUACY
OF WHICH ARE HEREBY  ACKNOWLEDGED,  THE PARTIES HERETO,  INTENDING TO BE LEGALLY
BOUND HEREBY, AGREE AS FOLLOWS:
<PAGE>

                         ARTICLE I  : DEFINITIONS

SECTION 1.1       All capitalized terms used herein, unless otherwise defined,
are used as defined in the Purchase Agreement.

           ARTICLE II   : AMENDMENT NO. 9 TO PURCHASE AGREEMENT

SECTION 2.1  Amendments  to Article V of the  Purchase  Agreement.  Article V is
hereby amended by deleting the word "and" that appears after clause (k),  adding
the word "and"  after  clause (l) and  adding a new  Section  5.02(m) to read as
follows:

                  "(m)  if an  agreement  to  enter  into  a  proposed  sale  is
executed,  promptly,  notification  of the  termination or  postponement  beyond
October 30, 2000 of a Proposed Sale."

SECTION 2.2 Amendments to Article VII of the Purchase Agreement. Section 7.06(e)
is hereby  amended by adding to the beginning  thereof the phrase "except in the
case of a Proposed Sale which is completed by October 30, 2000,"

SECTION 2.3       Amendments to Article IX of the Purchase Agreement
Section 9.01 is hereby amended by (a) amending and restating Section 9.01(x)
to read as follows:

         "(x) (i) if none of the following occur on or prior to September 30,
2000: (i) execution and delivery of a Proposed Sale Agreement or (ii) delivery
to the Operating Agent of a Plan of Disposition; or" and

         (b) adding a new Section 9.01(y) to read as follows:

         "(y) if none of the following occur by October 30, 2000: (i) a Proposed
 Sale, (ii) the commencement of a Plan of Disposition or (iii) the MAI Facility
 Unwind;"

SECTION 2.4       Amendments to Exhibit H.  The definition of "EBITDA" is
amended and restated to read as follows:


         ""EBITDA" shall mean, with respect to any Person for any fiscal period,
an  amount  equal  to  (a)  consolidated  net  income  of  the  Parent  and  its
consolidated   subsidiaries  for  such  period,   minus  (b)  the  sum,  without
duplication,  of (i) income tax credits,  (ii) gain from extraordinary items for
such  period,  (iii) any  aggregate  net gain (but not any  aggregate  net loss)
during such period  arising  from the sale,  exchange  or other  disposition  of
capital assets by such Person  (including any fixed assets,  whether tangible or
intangible,  all inventory  sold in  conjunction  with the  disposition of fixed
assets and all  securities),  and (iv) any other  non-cash gains which have been
added  in  determining  consolidated  net  income,  in each  case to the  extent
included in the calculation of  consolidated  net income of such Person for such
period in accordance with GAAP, plus (c) the sum,  without  duplication,  of (i)
any provision for income taxes, (ii) Cash Interest  Expense,  (iii) the Parent's
and its consolidated subsidiaries depreciation and amortization for such period,
(iv) the amount of non-cash  charges  prior to and  including  the First Quarter
2000, (v) any non-cash  charges after the First Quarter 2000 approved in writing
by the Operating Agent, and (vi) amortized debt discount."
<PAGE>

           ARTICLE III   : AMENDMENT NO. 5 TO MAI TRANSFER AGREEMENT

                  Section  4.03(d)  of the  MAI  Transfer  Agreement  is  hereby
amended by adding to the beginning  thereof the phrase  "except in the case of a
Proposed Sale which is completed by October 30, 2000,"

                   ARTICLE IV : AMENDMENT NO. 4 TO ANNEX X

                           Annex X is hereby amended as follows:

                  (a)The definition of "Maximum Purchase Limit" is amended by
changing the reference therein to $500,000,000 to $250,000,000.

                  (b) a new definition of "MAI Facility  Unwind" is hereby added
to read as follows:

                  "MAI Facility  Unwind"  means the  repurchase by the Seller of
                  all Receivables originated by Merisel Americas, Inc. that have
                  been  acquired  by the  Purchaser  pursuant  to  the  Purchase
                  Agreement  and are held by the  Purchaser  on the date of such
                  repurchase and the creation of a new  securitization  facility
                  with the Purchaser and a newly formed  special  purpose entity
                  solely  covering  Receivables  originated by MOCA all on terms
                  and  conditions   satisfactory   to  the  Purchasers  and  the
                  Operating Agent.

                   (c) a new definition of "Plan of Disposition" is hereby added
to read as follows:

                           "Plan of  Disposition"  means a formal  plan that has
                  been  approved by the Board of Directors of Merisel,  Inc. for
                  the disposition,  winding down or  restructuring,  by Merisel,
                  Inc and  its  Affiliates  of its  United  States  distribution
                  business (which shall not include the distribution business of
                  Merisel  Open  Company  Alliance  Inc.),  which  plan shall be
                  acceptable to the Operating Agent and shall include  financial
                  projections  for the 12-month  period  commencing on the first
                  day of the  month  following  the date on which  said  plan is
                  expected to take  effect,  which  projections  shall take into
                  account such disposition or  restructuring  and shall include,
                  without  limitation,  a pro forma  income  statement,  balance
                  sheet, cash flow statement,  availability  forecast,  and such
                  other  information  as  the  Operating  Agent  may  reasonably
                  require.

                  (d) a new  definition  of  "Proposed  Sale" is hereby added to
read as follows:
<PAGE>

                           "Proposed  Sale"  means any sale of a majority of the
                  outstanding  capital  stock of Merisel  Americas,  Inc. or any
                  merger  or  consolidation  of  Merisel  Americas,  Inc.  which
                  results in a Person other than Merisel, Inc. owning a majority
                  of the outstanding capital stock of Merisel Americas,  Inc. or
                  any sale of all or substantially  all of the assets of Merisel
                  Americas,  Inc. or any sale of all or substantially all of the
                  inventory and accounts  receivable of Merisel Americas,  Inc.;
                  provided, that any such sale, merger or consolidation shall be
                  acceptable to the Operating Agent; and provided further,  that
                  the MAI  Facility  Unwind  shall have  occurred by October 30,
                  2000,  otherwise any such sale, merger or consolidation  shall
                  not qualify as a "Proposed Sale".

                  (e) a new  definition of "Proposed  Sale  Agreement" is hereby
added to read as follows:

                           "Proposed Sale Agreement" means an agreement entered
                  into by Merisel, Inc. and/or Merisel Americas, Inc.
                  and (y) another Person acceptable to the Operating Agent which
                  contains the terms and conditions of a Proposed Sale,
                  which agreement shall be acceptable to the Operating Agent."

          ARTICLE V     : WAIVER OF DEFAULT UNDER PURCHASE AGREEMENT

SECTION 5.1 The Operating Agent, the Collateral Agent and the Purchaser agree to
waive  compliance  with the  financial  covenants  set forth in Exhibit H of the
Purchase  Agreement for the fiscal quarter ended June 30, 2000 and any Incipient
Event  or  potential  Termination  Event  directly  resulting  solely  from  the
potential  breach  of the  financial  covenants  contained  in  Exhibit H of the
Purchase  Agreement  for the  fiscal  quarter  ended  June  30,  2000.  No other
provision contained in the Purchase Agreement or any other agreement or document
that has been executed and delivered in connection  therewith shall be deemed to
have been waived by the Operating  Agent,  the Collateral Agent or the Purchaser
including  without  limitation  any  representation,   warranty,   agreement  or
covenant.

                    ARTICLE VI    : CONDITIONS PRECEDENT

SECTION 6.1 The  effectiveness  of these Amendments is subject to the conditions
precedent that the Collateral Agent, the Operating Agent and the Purchaser shall
have received each of the following,  in form and substance satisfactory to each
such party:

(a)      A certificate  of the Secretary of each of the Seller and the Servicer,
         dated the date of these  Amendments  and  certifying  (i) that attached
         thereto is a true and  complete  copy of a  resolution  of the Board of
         Directors  of  the  Seller  or  the  Servicer,  as  the  case  may  be,
         authorizing   the   execution,   delivery  and   performance  of  these
         Amendments,  and  all  other  documents  required  or  necessary  to be
         delivered  hereunder and that such  resolution  has not been  modified,
         rescinded or amended and is in full force and effect and (ii) as to the
         incumbency and specimen  signature of each Person's officers  executing
         these Amendments,  and all other documents  required or necessary to be
         delivered hereunder.

<PAGE>

(b)      The opinion of counsel to the Seller, in form and substance  reasonably
         satisfactory  to the Purchaser,  the Operating Agent and the Collateral
         Agent, as to certain matters  including,  without  limitation,  (i) the
         valid existence and good standing of the Seller and Servicer,  (ii) the
         power and  authority  of the  Seller  and  Servicer  to  execute  these
         Amendments,  (iii) the due  authorization,  execution  and  delivery of
         these  Amendments by the Seller and Servicer , (iv) the  enforceability
         of these  Amendments  against  the  Seller and  Servicer,  (v) that the
         execution and delivery of these  Amendments  (x) does not conflict with
         the organizational documents of the Seller or Servicer and (y) does not
         violate or constitute a default under any material financing agreements
         of the Seller or Servicer.
(c)      A  certificate  of an officer  of each of the Seller and the  Servicer,
         dated  the  date  of  these  Amendments,  certifying  that  each of the
         representations  and warranties  made by the Seller and the Servicer in
         these Amendments is true and correct in all material respects as of the
         date hereof.
(d)      An Officer's  Certificate  in form and  substance  satisfactory  to the
         Operating  Agent  to the  effect  that all of the  representations  and
         warranties in the Transfer  Agreement  and Purchase  Agreement are true
         and correct in all material respects as of the date hereof after giving
         effect to these Amendments.
(e) The  Seller  shall  pay fees  and  expenses  of the  Purchaser  incurred  in
connection with preparing these Amendments.

    ARTICLE VII    : SELLER'S AND SERVICER'S REPRESENTATIONS AND WARRANTIES

SECTION 7.1 Each of the Seller and the Servicer represents and warrants that:

                  (a) these Amendments have been duly  authorized,  executed and
delivered pursuant to its corporation power;

                   (b) these Amendments  constitute its legal, valid and binding
obligation  subject to the effect of bankruptcy,  insolvency,  reorganization or
other similar laws affecting the enforcement of creditors' rights generally; and

                   (c) after giving effect to the amendments referred to herein,
there does not exist any Termination Event.
<PAGE>

               ARTICLE VIII      : MISCELLANEOUS

SECTION  8.1  Confirmation  of  Purchase  Agreement.  Each of the Seller and the
Servicer  agree  that,  except for the  specific  amendments  set forth  herein,
nothing  herein  shall be deemed to be a waiver or  amendment of any covenant or
agreement  contained in the Purchase  Agreement and each of the other  documents
executed in connection  therewith are ratified and confirmed in all respects and
shall  remain  in full  force and  effect in  accordance  with its  terms.  Each
reference in the Purchase Agreement to "this Agreement" and in each of the other
documents to be executed in connection  therewith to the  "Purchase  Agreement,"
shall mean the  Purchase  Agreement as amended by these  Amendments  and as such
agreement  may be  hereinafter  amended or restated.  Each  reference in the MAI
Transfer  Agreement to "this agreement" and in each of the other documents to be
executed in connection  therewith to the MAI Transfer  Agreement" shall mean the
MAI Transfer  Agreement as amended by these Amendments and as such agreement may
be  hereinafter  amended or restated.  Nothing herein shall obligate the Seller,
the Servicer,  the Purchaser,  the Operating  Agent or the  Collateral  Agent to
enter into any future amendment (whether similar or dissimilar).

SECTION 8.2 Waiver by the Seller and Servicer. Except for manifest errors on the
part of the Operating  Agent,  each of the Seller and the Servicer hereby waives
any  claim,  defense,  demand,  action or suit of any kind or nature  whatsoever
against the Purchaser,  the Operating Agent and the Collateral  Agent arising on
or prior to the date hereof in  connection  with the  Purchase  Agreement or the
transactions contemplated thereunder.

SECTION 8.3  Counterparts.  Delivery of an executed  counterpart  of a signature
page to these  Amendments  by  facsimile  shall be  effective  as  delivery of a
manually  executed  counterpart  of these  Amendments.  These  Amendments may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.

SECTION 8.4       Governing Law.  These Amendments shall be governed by, and
construed in accordance with, California law.
                  -------------

SECTION 8.5  Effective  Date of  Amendment.  Upon the  execution and delivery of
these  Amendments by the parties hereto and the  satisfaction  of the conditions
precedent set forth  herein,  the Purchase  Agreement  shall be amended by these
Amendments, effective as of the date of hereof.

                                                                 * * *



<PAGE>


                  IN WITNESS WHEREOF,  the Seller, the Servicer,  the Collateral
Agent,  the Operating Agent and the Purchaser have caused these Amendments to be
duly executed by their  respective  authorized  officers as of the date and year
first above written.

                   MERISEL CAPITAL FUNDING, INC.,
                   as Seller


                   By:___________________________
                   Title:
                   Name:


                   MERISEL AMERICAS, INC.,
                   as Servicer


                   By:___________________________
                   Title:
                   Name:


                   GENERAL ELECTRIC CAPITAL CORPORATION,
                   as Operating Agent and Collateral Agent


                   By:___________________________
                   Title:
                   Name:


                   REDWOOD RECEIVABLES CORPORATION,
                   as Purchaser


                   By:___________________________
                   Title:
                   Name: