AMENDMENT No. 6 TO PURCHASE AGREEMENT AND WAIVER

                  AMENDMENT No. 6  TO PURCHASE AGREEMENT AND WAIVER, dated as of
August 13, 1999, 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 (in such capacity,
the  "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 and  Amendment  No. 3, dated as of July 31, 1998 (the
Transfer Agreement").

                  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 and Amendment No.
5, dated as of May 12, 1999 (the "Purchase Agreement");

                  WHEREAS,  the Seller and the Servicer have  requested that the
Purchaser,  the Operating Agent and the Collateral Agent waive and amend certain
financial covenants  contained in the Purchase  Agreement,  subject to the terms
and conditions hereof.

                  WHEREAS,  the  parties  hereto  desire to amend  the  Purchase
Agreement   (such   amendments   collectively   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:

                                     ARTICLE I

                                   DEFINITIONS

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


<PAGE>

                                     ARTICLE II

                       AMENDMENT NO. 6 TO PURCHASE AGREEMENT

                  (a) Annex X of the Purchase Agreement is hereby amended by (i)
adding the following definition thereto:

                           "Investment Base Reserve" means an amount equal to
the product of 2.5% and Investment Base; and

                  (ii)     amending and restating the definition of
"Availability" to read as follows:

                  "Availability" means, as of any date, the lesser of: (a) an
amount equal to: (i)  Investment  Base times (ii)  Purchase  Discount Rate minus
(iii) the Yield Discount Amount,  the Dilution Reserve,  and the Investment Base
Reserve and (b) the Maximum Purchase Limit then in effect.

                  (b) Section 5.02 of the Purchase  Agreement is hereby  amended
by moving the word "and" from the end of  paragraph  (i) to the end of paragraph
(j) and adding a new paragraph (k) to read as follows:

                  "(k) as soon as available  after the end of each fiscal month,
a consolidated balance sheet of the Parent and its consolidated  Subsidiaries as
of the end of such fiscal month and including the prior comparable  period,  and
consolidated statement of net income and retained earnings, and of cash flow, of
the Parent and its  consolidated  Subsidiaries for such fiscal month and for the
period commencing at the end of the previous fiscal year and ending with the end
of such fiscal month,  (it being agreed that  information  shall be presented in
such form as Parent may utilize in the  presentation  of its  monthly  financial
reporting, as in effect from time to time.)

                  (c)      Schedule 3 is hereby amended by:

(i) deleting the  definition  of "Daily  Margin" and  substituting  therefor the
following definition of "Daily Margin":

                           "`Daily  Margin'"  means as of any date, a percentage
                  per annum (the "Reference  Percentage")  divided by 360, which
                  Reference  Percentage  shall be determined by reference to the
                  Daily Margin Fixed Charge  Coverage  Ratio for the four fiscal
                  quarters of the Parent ended on or most recently prior to such
                  date as set forth below:
<PAGE>

                              MARGIN LEVEL
   Daily Margin                                                     Reference
   Fixed Charge Coverage Ratio                                      Percentage

   Level I                                                            1.50%
            Less than or equal to 0.40 x
   Level II                                                           1.25%
            Greater than 0.40 x, but less than or equal to 0.50 x
   Level III                                                          1.00%
            Greater than 0.50 x, but less than or equal to 0.75 x
   Level IV                                                           0.75%
            Greater than 0.75 x, but less than or equal to 1.00 x
   Level V                                                            0.60%
            Greater than 1.00 x

                  The  Daily  Margin  shall  be  (i)  calculated  for  the  four
                  preceding  fiscal quarter of the Parent (except for the fiscal
                  quarter  ending on October 2, 1999 with  respect to which such
                  calculation  shall be made for the three  most  recent  fiscal
                  quarters),  and (ii)  determined  by  reference  to the  Daily
                  Margin  Fixed  Charge  Coverage  Ratio in effect  from time to
                  time;  provided,  that (A) no change in the Daily Margin shall
                  be  effective  until one  Business Day after the date on which
                  the  Operating  Agent  and  the  Purchaser  receive  financial
                  statements  pursuant to Section 5.02(c) or Section 5.02(e) and
                  a  certificate  of the chief  financial  officer of the Parent
                  demonstrating the computation of the Daily Margin Fixed Charge
                  Coverage  Ratio,  (B) if the Operating Agent and the Purchaser
                  have not received the  information  described in clause (A) of
                  this proviso within ten days of the day required under Section
                  5.02(c),  or  Section  5.02(e),  as the case  may be,  or if a
                  Termination  Event or  Incipient  Event  has  occurred  and is
                  continuing,  the Daily Margin shall be determined by reference
                  to  Level  I for so  long as  such  information  has not  been
                  received  by  the  Operating   Agent  and  Purchaser  or  such
                  Termination Event or Incipient Event continues;  and (C) until
                  December 15, 1999,  the Daily  Margin shall be  determined  by
                  reference to Level I; and

                           (ii)     deleting the definition of Daily Margin
Interest Coverage Ratio and replacing it with the following definition of "Daily
Margin Fixed Charge Coverage Ratio" (all references in the Purchase Agreement to
"Daily Margin  Interest  Coverage Ratio" shall from and after the date hereof be
deemed to refer to "Daily Fixed Charge Coverage Ratio"):

<PAGE>

                  "Daily Margin Fixed Charge Coverage Ratio" means, with respect
                  to any  Person  and  its  consolidated  subsidiaries  for  the
                  preceding four fiscal quarters  (except for the fiscal quarter
                  ending October 2, 1999, with respect to which such calculation
                  shall be made for the three most recent  quarters),  the ratio
                  of (i) EBITDA to (ii) Fixed  Charges (as defined in Exhibit H)
                  plus Capital Expenditures.

                  (d) Exhibit H of the Purchase  Agreement is hereby amended and
restated in its  entirety to read as follows by deleting the chart as it appears
in such Exhibit and substituting in lieu thereof the following:

                             FINANCIAL COVENANTS

                  (a) All  covenants (i) shall be calculated on the basis of the
financial ratios and net worth  percentages for the most recent four consecutive
fiscal  quarters  just  completed,  ending in each case with one of the quarters
specified in the tables below,  except as provided in clause (b) below, and (ii)
shall be  calculated  on a quarterly  basis.  For  purposes of  determining  the
covenants  set forth in this  Exhibit H,  Funded  Debt shall  include any notes,
bonds, certificates or other interests issued in securitization of assets of the
Originator  or any of its  Subsidiaries  and  principal  payments on Funded Debt
shall include any payments in respect of principal of such  securities  and Cash
Interest  Expense  shall  include any  payments or  distributions  in respect of
interest on such securities. The Fixed Charge Coverage Ratio, Minimum EBITDA and
Tangible Net Worth  covenants  with respect to any four fiscal  quarters  ending
before the Second  Quarter of 2000 are to be  calculated  on a  pro-forma  basis
excluding the reserve of $21 million relating to the loss recorded by the Parent
in  connection  with the Turnberry  Settlement  (except to the extent of any net
insurance  proceeds,   if  any,  collected  in  connection  with  the  Turnberry
Settlement).

                  (b) The Fixed Charge Coverage Ratio shall be calculated on the
basis of the following measurement periods

  Period End Date                            Measurement Period
  ---------------                            ------------------
  April 3, 1999                              First Quarter of 1999
  July 3, 1999                               First and Second Quarters of 1999
  October 2, 1999                            First, Second, and Third Quarters
                                               of 1999
 January 1, 2000                             Most recent four quarters
   and the last day of each fiscal quarter
   thereafter
<PAGE>


                  Covenant                                      Covenant Level
I. Parent         Fixed Charge Coverage Ratio (minimum)
                  Fourth Quarter of 1997                        1.00 to 1.00
                  First Quarter of 1998                         1.00 to 1.00
                  Second Quarter of 1998                        1.00 to 1.00
                  Third Quarter of 1998                         0.85 to 1.00
                  Fourth Quarter of 1998                        0.70 to 1.00
                  First Quarter of 1999                         0.46 to 1.00
                  Second Quarter of 1999                        0.60 to 1.00
                  Third Quarter of 1999                         0.40 to 1.00
                  Fourth Quarter of 1999                        0.45 to 1.00

                  First Quarter of 2000                         0.45 to 1.00
                  Second Quarter of 2000                        0.55 to 1.00
                  Third Quarter of 2000 and thereafter          1.00 to 1.00
II.  Seller       Net Worth Percentage (minimum                 15%
III. Parent       Tangible Net Worth (minimum)          $120,000,000 plus 50% of
                      (commencing 10/3/1999)1           Net Income for fiscal
                                                        quarter then ended

IV.  Parent        Minimum EBITDA                              Covenant Level


                   Measurement Period
                   Third Quarter of 1999                        36,000,000

                   Fourth Quarter of 1999                       35,000,000

                   First Quarter of 2000                        36,000,000

                   Second Quarter of 2000                       45,000,000

                   Third Quarter of 2000 and each quarter
                   thereafter                                   55,000,000


                                              [END OF CHART]


                  Capitalized  terms used above and not otherwise  defined below
shall have the meanings specified in Annex X to the Purchase Agreement.
-----------------
1 Commencing  with the fiscal  quarter  ending on October 3, 1999.  Tangible Net
Worth on the last day of each fiscal  quarter shall be not less than the minimum
Tangible Net Worth of the Parent required  pursuant to this Covenant III for the
immediately  preceding  fiscal  quarter,  plus 50% of Net  Income for the fiscal
quarter ended.
<PAGE>

                  "Capital Expenditures" means all payments for any fixed assets
or improvements or for replacements,  substitutions, or additions thereto, which
are required to be  capitalized  in  accordance  with GAAP,  including,  without
limitation,  any such  expenditures  financed by the proceeds  received from the
sale of Receivables  under the Transfer  Agreement,  but excluding  expenditures
under (i) Capital Leases and (ii) financed by the incurrence of Debt (other than
pursuant to the Inventory Facility).

                  "Cash Interest  Expense" means, with respect to any Person and
its consolidated  subsidiaries for any period, (i) the sum of the amount of cash
interest  payable on all Debt of such Person and its  consolidated  Subsidiaries
(other than interest  expense  eliminated in  consolidation  in accordance  with
GAAP) and (ii) Redwood Yield, if any, for such Person.

                  "EBITDA" means, for any Person with respect to any period, (a)
consolidated  net income of such Person and its  consolidated  subsidiaries  for
such period,  plus to the extent deducted in determining net income, (b) the sum
of (i)  such  Person's  and  its  consolidated  subsidiaries'  depreciation  and
amortization for such period, (ii) Cash Interest Expense for such period,  (iii)
any  provision  for taxes  based on  income  or  profits  that was  deducted  in
computing  consolidated net income for such period,  and (iv) any other non-cash
charges.

                  "Fixed  Charges"  means,  with  respect  to any Person for any
period,  the sum of the  following  amounts  payable  during such period by such
Person and its consolidated  subsidiaries:  (i) Cash Interest Expense in respect
of Funded Debt; (ii) regularly  scheduled principal payments on Funded Debt; and
(iii) cash taxes.

                  "Fixed Charge Coverage Ratio" means with respect to any Person
and its consolidated subsidiaries, the ratio of (i) EBITDA to (ii) Fixed Charges
plus Capital Expenditures.

                  "Funded  Debt"  means,  with  respect  to any  Person  and its
consolidated  subsidiaries,  all  Debt  of  such  Person  and  its  consolidated
subsidiaries  which  by the  terms  of the  agreement  governing  or  instrument
evidencing  such  Debt  matures  more  than one year  from,  or is  directly  or
indirectly renewable or extendable at the option of the debtor under a revolving
credit or similar  agreement  obligating  the lender or lenders to extend credit
over a period  of more  than  one  year  from,  the  date of  creation  thereof,
including current maturities of long-term debt, revolving credit, and short-term
debt  extendable  beyond  one  year  at  the  option  of  such  Person  and  its
consolidated subsidiaries.

                  "Net Income" means, for any Person with respect to any period,
the consolidated net income of such Person and its consolidated subsidiaries.

                  "Net  Worth  Percentage"  means  a  fraction  (expressed  as a
percentage) (i) the numerator of which is the excess of assets over liabilities,
each  determined in  accordance  with GAAP on a basis  consistent  with the last
audited  financial   statements  and  (ii)  the  denominator  of  which  is  the
Outstanding Balance of Transferred Receivables.
<PAGE>

                  "Tangible Net Worth" means, with respect to any Person and its
consolidated subsidiaries, assets minus liabilities.

                  (e) Exhibit J is amended and restated to read as follows:

                  (i) As of the last day of any fiscal  month,  the Net Dilution
Ratio shall not exceed 6.5%, (ii) the Default Ratio shall not exceed 2.5%, (iii)
the  Delinquency  Ratio shall not exceed 6.5%, and (iv) neither the  Receivables
Collection  Turnover  nor the Gross  Dilution  Ratio shall exceed the levels set
forth below for the corresponding range of Sales Ratios:

    Sales Ratio       Receivables Collection Turnover    Gross Dilution Ratio

    25.0% or less                      41                        8.50%
    25.1%-35.0%                        42                        8.75%
    35.1%-45.0%                        44                        9.00%
    Greater than 45.1%                 46                        9.50%

                  "Sales Ratio" shall mean the ratio (expressed as a percentage)
of (x) sales of  merchandise  in  respect  of (a) the  "Merisel  Open  Computing
Alliance" plus(b) total retail sales, divided by (y) total sales of merchandise.



                                     ARTICLE III

                                WAIVER OF DEFAULT UNDER

                                   PURCHASE AGREEMENT

                   The Operating  Agent,  the Collateral Agent and the Purchaser
agree to waive any  potential  Termination  Event  resulting  from the potential
breach of the  Fixed  Charge  Coverage  Ratio and the  Interest  Coverage  Ratio
covenants  contained  in  Exhibit H of the  Purchase  Agreement  for the  fiscal
quarter ended July 3, 1999.

                                        ARTICLE IV

                                   CONDITIONS PRECEDENT

                   The  effectiveness  of these Amendments and waiver 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) 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.

                   (c) 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  (or  Originator,  as the case may be) to
execute the Amendments,  (iii) the due authorization,  execution and delivery of
the Amendments by the Seller and Servicer (or  Originator,  as the case may be),
(iv) the  enforceability  of the Amendments  against the Seller and Servicer (or
Originator,  as the case may be), and (v) that the execution and delivery of the
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.

                   (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 this Amendment No. 6.

                   (e)  The  Seller  shall  pay the  fees  and  expenses  of the
Purchaser  incurred in connection  with preparing these  Amendments  (including,
without limitation, reasonable legal fees and expenses).

                   (f) Confirmation from the Rating Agencies that this Amendment
No. 6 will not  result in the  qualification,  withdrawal  or  downgrade  of the
ratings assigned to the Commercial Paper.

                                  ARTICLE V

                    SELLER'S AND SERVICER'S REPRESENTATIONS

                                AND WARRANTIES

                   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;
<PAGE>

                   (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.

                                    ARTICLE VI

                                   MISCELLANEOUS

                   SECTION 6.1 Confirmation of Purchase  Agreement.  Each of the
Seller and the  Servicer  agree that,  except for the  specific  amendments  and
waiver  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 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  6.2 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 6.3 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 6.4  Governing Law.  These Amendments shall be
governed by, and construed in accordance with, California law.

                   SECTION 6.5 Effective Date of Amendments.  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 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 Originator and 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: