AMENDMENT No. 8 TO PURCHASE AGREEMENT

                  AMENDMENT No. 8 TO PURCHASE AGREEMENT, dated as of May 19,
2000 (this  "Amendment")  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 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 and
Amendment No. 7, dated as of March 10, 2000 (the "Purchase Agreement"); and

                  WHEREAS,  the  parties  hereto  desire to amend  the  Purchase
Agreement (such amendment is referred to herein as this "Amendment").

                  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:

                    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. 8 TO PURCHASE AGREEMENT

SECTION 2.1  Subparagraph  (a) of Exhibit H of the Purchase  Agreement is hereby
amended by (i) changing the  references  therein to "Second  Quarter of 2000" to
"First Quarter of 2000" the first time such reference  appears and the reference
to "$10 million" to "$7 million" and (ii) amending the definition of "EBITDA" by
adding  the  following  to the end  thereof  "prior to and  including  the First
Quarter  2000.  Any  non-cash  charges  after the First  Quarter of 2000 must be
approved in writing by the Operating Agent."
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                       ARTICLE III   : CONDITIONS PRECEDENT

SECTION 3.1 The  effectiveness  of this  Amendment 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 this  Amendment  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 this Amendment,
         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 this Amendment,
         and  all  other  documents   required  or  necessary  to  be  delivered
         hereunder.
(b)      A  certificate  of an officer  of each of the Seller and the  Servicer,
         dated  the  date  of  this  amendment,  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.
(c)      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 this Amendment.
(d) The Seller  shall pay the fees and  expenses  of the  Purchaser  incurred in
connection  with preparing this  Amendment.  (e) The Operating  Agent shall have
received written  confirmation from the Rating Agencies that this Amendment will
not result in
         a withdrawal, downgrade or qualification of the ratings assigned to the
Commercial Paper.

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

SECTION 4.1 Each of the Seller and the Servicer represents and warrants that:

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

                   (b) this Amendment  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
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                   (c) after giving effect to the amendments referred to herein,
there does not exist any Termination Event.

                      ARTICLE V    : MISCELLANEOUS

SECTION  5.1  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 this Amendment and as each 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 5.2 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 5.3  Counterparts.  Delivery of an executed  counterpart  of a signature
page to this Amendment by facsimile shall be effective as delivery of a manually
executed  counterpart of this  Amendment.  This Amendment 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 5.4 Governing Law.  These Amendments shall be governed by, and construed
in accordance with, California law.
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SECTION 5.5 Effective Date of Amendment. Upon the execution and delivery of this
Amendment by the parties hereto and the satisfaction of the conditions precedent
set forth herein,  the Purchase  Agreement  shall be amended by this  Amendment,
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 this Amendment 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: