AMENDMENTS TO SECURITIZATION AGREEMENTS

AMENDMENTS TO SECURITIZATION AGREEMENTS, dated as of
July 31, 1998, 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, and Amendment No. 2, dated as of December 19, 1997 (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 (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, and Amendment No. 2,
dated as of December 19, 1997 (the "Purchase Agreement");

WHEREAS, Redwood and GE Capital, in its capacity as
Collateral Agent, Letter of Credit Provider (in such capacity, the "LOC
Provider") and Letter of Credit Agent (in such capacity, the "LOC
Agent") are parties to a Second Amended and Restated Letter of Credit
Reimbursement Agreement, dated as of June 29, 1995 (the "Reimbursement
Agreement"), and Redwood, the LOC Agent and the LOC Provider are
parties to a Reimbursement Agreement Supplement, dated as of October 2,
1995, as amended by Amendment No. 1 to RFC Supplement, dated as of
December 19, 1997 (the "RFC Supplement");

WHEREAS, Redwood and GE Capital, in its capacity as
Liquidity Agent, Operating Agent and Collateral Agent are parties to a
Liquidity Loan Agreement, dated as of October 2, 1995 (the "Liquidity
Agreement");

WHEREAS, definitions and interpretations of the
Transfer Agreement and Purchase Agreement are set forth in Annex X
thereto, dated as of September 27, 1996, as amended on December 19,
1997 ("Annex X," and, together with the Transfer Agreement, the
Purchase Agreement, the Reimbursement Agreement, the RFC Supplement,
and the Liquidity Agreement, the "Securitization Agreements"); and
<PAGE>

WHEREAS, the parties hereto desire to amend the
Securitization Agreements (such amendment collectively referred to
herein as the "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 Definitions.  All capitalized  terms used
         herein,  unless otherwise defined,  are used as defined in the Purchase
         Agreement.

                                   ARTICLE II
                           AMENDMENT NO. 2 TO ANNEX X

                           Section 2.1  Amendment  to Annex X. Annex X is hereby
         amended  as set  forth  in this  Section  2.1.  (a) The  definition  of
         "Additional Amounts" is hereby amended by replacing the word "and" with
         a comma and adding after the reference to "2.11" the phrase "and 2.13".

                           (b)  The  definition  of  "Adverse  Claim  is  hereby
         amended  by  adding  the  following  after the term  "Collateral  Agent
         Agreement":

                                    "or under the Inventory Facility"

                           (c) The  definition of "Affected  Parties" is amended
         by adding "the Insurer" as one of the parties named therein.

                           (d)  The  definition  of   "Availability"  is  hereby
         amended by adding at the end of clause  (a)(iii) of such definition the
         following: "and the Dilution Reserve."

                           (e) The definition of "Final Purchase Date" is hereby
         amended to be July 31, 2003.

                           (f) The  definition of  "Investment  Base" is amended
         and restated to read as follows:

                                            "'Investment  Base'  means,  for any
                                    date of  determination,  the amount equal to
                                    the Outstanding  Balance of Receivables that
                                    are Eligible  Receivables minus the Reserves
                                    with respect  thereto plus,  for purposes of
                                    determining   "Funding   Base"   under   the
                                    Collateral  Agent  Agreement,  at  any  time
                                    after the Facility Termination Date, so long
                                    as  the   Insurance   Policy  has  not  been
                                    terminated,  the aggregate amount that would
                                    be available for drawing under the Insurance
                                    Policy if such  date  were the  "Draw  Date"
                                    thereunder, in each case as disclosed in the
                                    most  recently  submitted   Investment  Base
                                    Certificate  or as otherwise  determined  by
                                    the  Purchaser,  the Operating  Agent or the

<PAGE>

                                    Collateral Agent based on Seller  Collateral
                                    information   available   to  any  of  them,
                                    including any information  obtained from any
                                    audit or from any other reports with respect
                                    to    the    Seller    Collateral,     which
                                    determination  shall be final,  binding  and
                                    conclusive  on all  parties to the  Purchase
                                    Agreement (absent manifest error)."

                           (g) The  definition  of "Maximum  Purchase  Limit" is
         hereby amended by replacing the amount  "$300,000,000"  with the amount
         "$500,000,000."

                           (h) The  definition  of "Purchase  Discount  Rate" in
         Annex X is hereby  amended by deleting the existing  text and replacing
         in lieu thereof the following:

                                                     "Purchase   Discount  Rate"
                                    means a rate, on any date of  determination,
                                    equal to 100%  minus the  greater  of (a)(i)
                                    the sum of the Loss  Reserve  Ratio  and the
                                    Dilution  Reserve  Ratio  minus (ii) 20%, or
                                    (b) 15%.

                           (i) The definition of "Purchaser  Secured Parties" is
         hereby amended by adding "the Insurer" as a party named therein.

                           (j) The definition of  "Receivable" is hereby amended
         by inserting the following at the end of clause (b) thereof:

                                    ",provided  that Returned  Goods (as defined
                                    in the Intercreditor  Agreement) shall cease
                                    to constitute a  "Receivable"  to the extent
                                    the Receivables  Interest (as defined in the
                                    Intercreditor  Agreement)  therein ceases to
                                    exist  as  provided  in  Section  2.1 of the
                                    Intercreditor Agreement"

                           (k) The  definition of "Related  Documents" is hereby
         amended by adding  "the  Insurance  Agreement"  and the  "Intercreditor
         Agreement" as documents named therein.

<PAGE>

                           (l) The following definitions are hereby added:

                                            (i) "'Dilution  Reserve'  means,  on
                                    any  date  of   determination,   an   amount
                                    calculated in accordance  with the following
                                    formula:

                                    The lesser of (a) 5% of Investment Base and
                                   (b) Investment Base x [(GDR x
                                    2.00) + .05 - (1.00 - MPR)]

                           where:

                           GDR   =          Gross Dilution Ratio as of such date
                                            of determination

                           MPR   =          The Purchase Discount Rate 
                                            (expressed as a decimal) as of such 
                                            date of determination.

                                            (ii)  "'Insurance  Agreement'  means
                                    that certain  Insurance  Agreement among the
                                    Insurer, the Purchaser, the Collateral Agent
                                    and the  Operating  Agent,  dated as of July
                                    31, 1998."

                                            (iii) "'Insurance Draws' means draws
                                    made  or  to be  made  under  the  Insurance
                                    Policy"

                                            (iv)    "'Insurer'    means    Ambac
                                    Assurance  Corporation,  a  New  York  stock
                                    insurance   company,   and   its   permitted
                                    successors and assigns."

                                            (v) "'Insurance Policy' means Excess
                                    of  Loss  Insurance  Policy  of the  Insurer
                                    designated as Policy No.  AB0182BE naming GE
                                    Capital, in its capacity as Collateral Agent
                                    on behalf of the  Purchaser,  as the Insured
                                    Party"

                                            (vi) "Intercreditor Agreement" means
                                    that certain Intercreditor Agreement,  dated
                                    as of June 30,  1998,  among  the  Operating
                                    Agent, the Collateral Agent, the Seller, the
                                    Servicer, the Originator,  the Purchaser and
                                    the Inventory Lenders' Agent.

                                            (vii)  "Inventory   Lenders'  Agent"
                                    means BankAmerica  Business Credit, Inc., as
                                    agent for the lenders named in the Inventory
                                    Facility.
<PAGE>

                                            (viii)  "Inventory  Facility"  means
                                    the  revolving   loans   evidenced  by  that
                                    certain Loan and Security Agreement dated as
                                    of June 30, 1998, among the Originator,  the
                                    Inventory  Lenders'  Agent  and the  lenders
                                    named therein.

                                   ARTICLE III
                      AMENDMENT NO. 3 TO TRANSFER AGREEMENT

                           Section 3.1  Amendment  to Section  2.01(b).  Section
         2.01(b)  is hereby  amended by  inserting  the  following  in the first
         sentence thereof after the word "thereafter":

                                    "which is prior to receipt of an Enforcement
                                    Action (as defined in the
                                    Intercreditor Agreement) as provided in 
                                    Section 2.4(a) of the Intercreditor
                                    Agreement"

                           Section 3.2.     Amendment to Section 4.03(c).  
         Section 4.03(c) is hereby amended by
         inserting the following at the beginning thereof:

                                    "except as provided in Section 2.4(c) of the
                                    Intercreditor Agreement"

                           Section  3.3  Amendment  to Exhibit  B.  Exhibit B is
         hereby  amended by  replacing  existing  Exhibit B with a new Exhibit B
         attached hereto as Schedule 1.


                                   ARTICLE IV
                      AMENDMENT NO. 3 TO PURCHASE AGREEMENT

                           Section 4.1      Amendment to Article II.

                           (a) Section 2.02(b) is hereby amended by deleting the
         last  sentence  therein  (which  was  added in  Amendment  No. 2 to the
         Purchase Agreement) and substituting in lieu thereof the following:

                                    "In the event that the Seller  gives  notice
                                    that it intends  to  terminate  the  Maximum
                                    Purchase  Limit under this  Section  2.02(b)
                                    and such  termination  is to be effective on
                                    or prior to December  31,  1999, a condition
                                    precedent to such termination is the receipt
                                    by the Purchaser of a prepayment  fee in the
                                    amount of $1,000,000."

<PAGE>

                                    (b) Section 2.10(a) is hereby amended by (i)
         inserting the phrase ", the
         Insurance Agreement" after the first reference to "this Agreement;  and
         (ii) deleting the phrase "the Seller's Share of"; and

                                    (c)  Section  2.10(b)  is hereby  amended by
         (i)adding the phrase ", the Insurance
         Agreement  of" after the  phrase  "the  Liquidity  Loans"  each time it
         appears  therein,  (ii) deleting the phrase "the Seller's Share of" and
         (iii)  Section  2.10(c)  is hereby  amended by adding the phrase ", the
         Insurance  Agreement,  the  Insurance  Policy"  after the  phrase  "the
         Liquidity Loans".

                           Section 4.2  Amendment  to Section  4.01(u).  Section
         4.01(u) is hereby  amended by inserting the following  after the phrase
         "Transfer Agreement":

                                    "or, subject to the terms of the 
                                    Intercreditor Agreement, in favor of the
                                    Inventory Lenders' Agent"

                           Section 4.3      Amendment to Article VI.  (a)       
         Section 6.03(c)(iv) is hereby
         amended by deleting the phrase "account of the Seller,"and substituting
         in lieu thereof, "account of the Purchaser."

                  (b)      Sections 6.05(b) and 6.05(c) are hereby deleted in 
         their entirety and replaced with the following:

                  "(b)     transfer all amounts in the Deferred Purchase Price 
         Sub-Account, in the following priority:

                                            (i)   if  an   Event   of   Servicer
                           Termination has occurred and a Successor Servicer has
                           been  appointed,  to  the  Successor  Servicer  in an
                           amount  equal to its  accrued  and  unpaid  Successor
                           Servicing Fees and Expenses;

                                            (ii) to the  Collateral  Account for
                           the account of the Purchaser,  in an amount equal to,
                           on any such Business Day on which Capital  Investment
                           is  being   maintained   through   the   issuance  of
                           Commercial   Paper  (to  the  extent   such   Capital
                           Investment exceeds  Transaction  Liquidity Loans then
                           outstanding),  accrued and unpaid CP Interest through
                           and including the date of maturity of the  Commercial
                           Paper maintaining such Capital Investment;
<PAGE>

                                            (iii)  to the  Insurer,  any  unpaid
                           premiums  then owing the Insurer  under the Insurance
                           Agreement;

                                            (iv) if  Insurance  Draws  are  then
                           outstanding,  to the  Insurer,  an  amount  equal  to
                           accrued and unpaid interest on the Insurance Draws to
                           the  extent   amounts  on  deposit  in  the  Deferred
                           Purchase  Price  Sub-Account  are  allocated  to this
                           subparagraph  (iv)  pursuant  to  the  terms  of  the
                           Insurance Agreement;

                                            (v)   if   there   are   Transaction
                           Liquidity  Loans  outstanding,   to  the  Transaction
                           Liquidity   Agent  on  behalf   of  the   Transaction
                           Liquidity  Providers,  in an amount  equal to accrued
                           and  unpaid  interest  on the  Transaction  Liquidity
                           Loans;

                                            (vi)  to the Capital InvestmentSub-
                                                  Account:

                                                     (A)  an amount equal to the
                           Dilution Funded Amount; and

                                                     (B)    if     there     are
                           Transaction Liquidity Loans then
                           outstanding   or  Capital   Investment   exceeds  the
                           Transaction  Liquidity  Loans then  outstanding,  all
                           amounts  remaining  in the  Deferred  Purchase  Price
                           Sub-Account, if any;

                                            (vii) to the Letter of Credit Agent,
                           if there are any  outstanding LOC Draws in respect of
                           the Seller,  in an amount equal to accrued and unpaid
                           interest on such outstanding LOC Draws;

                                            (viii) to the Collateral Account, an
                           amount  equal to (A) accrued  and unpaid  Daily Yield
                           minus (B) the sum of (1) amounts  paid under  Section
                           6.05(b)(ii),   (2)   amounts   paid   under   Section
                           6.05(b)(iv),  (3) amounts paid under  6.05(b)(v)  and
                           (4) amounts paid under Section 6.05(b)(vii);

                                            (ix)  if  an   Event   of   Servicer
                           Termination  has not occurred,  to the Servicer in an
                           amount equal to its accrued and unpaid Servicing Fee;

                                            (x)  upon  payment  in  full  of all
                           amounts set forth in clauses  (c)(i)-(c)(viii) below,
                           to an account previously designated by the Seller, in
                           partial payment of the Deferred  Purchase Price,  the
                           balance, if any; and
<PAGE>

                                    (c)     transfer all amounts in the Capital 
                           Investment Sub-Account, in the following priority:

                                            (i)  to the Collateral Account for 
                           the account of the Purchaser, in an amount equal to,

                                                     (A)  on any  such  Business
                                    Day on  which  Capital  Investment  is being
                                    maintained    through   the    issuance   of
                                    Commercial Paper (to the extent such Capital
                                    Investment  exceeds  Transaction   Liquidity
                                    Loans then outstanding),  accrued and unpaid
                                    CP Interest through and including such date,
                                    to the extent not paid  pursuant to Sections
                                    6.05(b)(ii) and 6.05(b)(viii); and

                                                     (B)  on any  such  Business
                                    Day on  which  Capital  Investment  is being
                                    maintained    through   the    issuance   of
                                    Commercial Paper (to the extent such Capital
                                    Investment  exceeds  Transaction   Liquidity
                                    Loans then  outstanding),  the  principal of
                                    all  Capital  Investment  in  excess of such
                                    Transaction Liquidity Loans;

                                            (ii) to the  Insurer,  to the extent
                           amounts  on  deposit   in  the   Capital   Investment
                           Sub-Account   are  allocated  to  this   subparagraph
                           (c)(ii)  pursuant  to  the  terms  of  the  Insurance
                           Agreement,  unpaid  premiums of the Insurer under the
                           Insurance  Agreement  to the  extent  not paid  under
                           Section 6.05(b)(iii);

                                            (iii) if  Insurance  Draws  are then
                           outstanding, to the Insurer, to the extent amounts on
                           deposit in the  Capital  Investment  Sub-Account  are
                           allocated to this  subparagraph  (c)(iii) pursuant to
                           the terms of the Insurance Agreement, an amount equal
                           to:

                                                     (A)   accrued   and  unpaid
                                    interest  on  the  Insurance  Draws  to  the
                                    extent not paid under  Section  6.05(b)(iv);
                                    and

                                                     (B) the outstanding  amount
                           of Insurance Draws; and

                                                     (C) any other amounts owing
                                            to   the   Insurer    pursuant   the
                                            Insurance  Policy  or the  Insurance
                                            Agreement,     including,    without
                                            limitation, any fees and expenses of
                                            the  Insurer  other than  Additional
                                            Amounts and Indemnified Amounts;
<PAGE>

                                            (iv)  if   there   are   Transaction
                           Liquidity  Loans  outstanding,   to  the  Transaction
                           Liquidity   Agent  on  behalf   of  the   Transaction
                           Liquidity Providers, in an amount equal to:

                                                     (A)   accrued   and  unpaid
                                    interest on the Transaction  Liquidity Loans
                                    to the extent not paid  pursuant  to Section
                                    6.05(b)(v);

                                                     (B)   the principal of 
                                    outstanding Transaction Liquidity Loans; and

                                                     (C)   any   other   amounts
                                    (other   than    Additional    Amounts   and
                                    Indemnified  Amounts),  including  any fees,
                                    owing to the Transaction  Liquidity Agent or
                                    Transaction     Liquidity    Providers    in
                                    connection  with the  Transaction  Liquidity
                                    Loans to the  extent  not paid  pursuant  to
                                    Section 6.05(b)(v);

                                            (v) to the  Collateral  Account  for
                           the account of the Purchaser, in an amount equal to:

                                                     (A)  all Additional Amounts
                           incurred and payable to any Affected Party; and

                                                     (B) all Indemnified Amounts
                                    incurred  and  payable  to  any  Indemnified
                                    Party;

                                            (vi) to the Letter of Credit  Agent,
                           if there are any  outstanding LOC Draws in respect of
                           the Seller, in an amount equal to:

                                                     (A)   accrued   and  unpaid
                                    interest  on such  outstanding  LOC Draws to
                                    the  extent  not paid  pursuant  to  Section
                                    6.05(b)(vii);

                                                     (B)   the principal of such
                                    outstanding LOC Draws; and

                                                     (C)  any   other   amounts,
                                    including  fees,  owing  to  the  Letter  of
                                    Credit   Agent  in   connection   with  such
                                    outstanding LOC Draws; and

                                            (vii) to the Collateral  Account, an
                           amount  equal to (A) accrued  and unpaid  Daily Yield
                           minus (B) the  aggregate  amounts  paid  pursuant  to
                           Sections   6.05(b)(ii),    6.05(b)(iv),   6.05(b)(v),
                           6.05(b)(vii),      6.05(b)(viii),      6.05(c)(i)(A),
                           6.05(c)(iii)(A), 6.05(c)(iv)(A) and 6.05(c)(vi)(A).
<PAGE>

                                            (viii)  if  an  Event  of   Servicer
                           Termination  has not occurred,  to the Servicer in an
                           amount equal to its accrued and unpaid Servicing Fee;
                           and

                                            (ix)  upon  payment  in  full of all
                           amounts set forth in clauses  (c)(i)-(c)(viii) above,
                           to an account  previously  designated  by the Seller,
                           the balance, if any."

                           Section 4.4      Amendment to Article IX.

                           (a)  Section  9.01(b) of the  Purchase  Agreement  is
         hereby amended by replacing "$1,000,000" with "$500,000" in clause (ii)
         thereof and adding at the end thereof the following:

                                    "or (iii) a  default,  or an event that with
                                    the  passage of time or the giving of notice
                                    or both would result in an event of default,
                                    has  occurred  and  been  continuing  for  a
                                    period  of more than 30 days in  respect  of
                                    any Debt of the  Originator  or the  Seller,
                                    having a  principal  amount of  $500,000  or
                                    more  and  incurred  on and  after  the date
                                    hereof (including,  without limitation, Debt
                                    incurred  to  refinance   Debt  that  is  in
                                    existence  as of the  date  hereof  and  the
                                    Inventory Facility).

                           (b) Section 9.01(v) is hereby amended and restated to
         read as follows:

                                    "or (v) a breach of the covenants contained 
         in Exhibit J has occurred."

                           (c) Section 9.01(w) is hereby amended and restated to
         read as follows:

                                    "(w)  unless the  Purchaser,  the  Operating
                                    Agent  and  each  Rating  Agency   otherwise
                                    consent,  (i) Insurance Policy shall for any
                                    reason  cease to be in full force and effect
                                    other  than as a  result  of any  action  or
                                    inaction by the  Purchaser or the  Operating
                                    Agent   (including,    without   limitation,
                                    termination  pursuant  to Section 7.7 of the
                                    Insurance Agreement), (ii) the Insurer shall
                                    deny  all or  any  material  portion  of its
                                    liability  under the  Insurance  Policy,  or

<PAGE>

                                    (iii)  the  Insurer  shall  cease  to have a
                                    long-term  debt  rating of AA or better from
                                    S&P, and, in each case, the Operating  Agent
                                    shall  not  have   received  a   replacement
                                    Insurance   Policy   within   90   days   on
                                    substantially  the same  terms and issued by
                                    an  insurance  company  or  other  financial
                                    institution  with a long-term debt rating of
                                    AA or better  from S&P  and/or Aa2 or better
                                    from   Moody's  and   otherwise   reasonably
                                    acceptable to the Operating  Agent (provided
                                    no  Termination  Event  shall be  deemed  to
                                    exist  under  this  clause  (w)  unless  the
                                    Operating Agent has utilized reasonable best
                                    efforts to obtain such a replacement  policy
                                    within such 90 day period);

                           Section 4.5  Amendment to Section  14.03(a).  Section
         14.03(a) is hereby  amended by adding ", the Insurer"  after the phrase
         "the Operating Agent" each time such phrase appears therein.

                           Section 4.6 Amendment to Schedule 1.  Schedule 1 is 
         hereby deleted and replaced with the following:


<PAGE>
                                                   Schedule 1

                              CONCENTRATION LIMITS


         I.       Obligor Long-Term                Concentration Limit
                  Debt Rating(1)(2)                         Percentage


         AA/Aa2 or higher                                        15%

         A/A3                                                     8%

         Less than A/A3 or not rated                              4%


         II.      Obligor

         Micro Warehouse, Inc.                                    5%

         Office Depot, Inc.                                       6%(3)

         Dell Computer Corporation                                6%(4)





                           Section 4.7  Amendment to Exhibit H.  Exhibit H of 
                                        ----------------------
         the Purchase Agreement is hereby amended by:
         ---------------------------
          (1)  An Obligor may have a deemed rating equivalent to the debt rating
          of its parent corporation (provided that the parent is liable for the 
          debts of the Obligor) or an unconditional third party insurer or 
          guarantor under an insurance contract or a guarantee acceptable to the
          Operating Agreement and the Collateral Agreement.

          (2)  Does not include Obligors listed below.

          (3)  Provided that the senior unsecured debt of such company is rated
          Baa or better my Moody's and BBB by S&P.

          (4)  Provided that the senior unsecured debt of such company is rated
          Baa1 by Moody's and BBB by S&P.
<PAGE>

                           (a) by adding the phrase "minus Capital Expenditures"
         after the term "EBITDA" in the  definition  of "Fixed  Charge  Coverage
         Ratio."

                           (b)  deleting the chart as it appears in such Exhibit
         and substituting in lieu thereof the following chart:

                               FINANCIAL COVENANTS

                           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,  and (ii) shall be
         calculated on a quarterly  basis.  For the Fixed Charge  Coverage Ratio
         covenants and Interest  Coverage Ratio  covenants,  with respect to any
         period of four fiscal  quarters that ends before the Fourth  Quarter of
         1998  are to be  calculated  on a  pro-forma  basis  including  without
         limitation  with respect to interest  expense,  principal  payments and
         Restructuring  Costs, as if (a) the indebtedness that was refinanced or
         retired in connection  with the issuance of the Stonington  Convertible
         Note had been refinanced or retired by the Stonington  Convertible Note
         as of the last day  preceding  the four  fiscal  quarters in respect of
         which  such  covenants  are to be  calculated  and (b)  the  Stonington
         Convertible  Note was  converted  into common stock of the Parent as of
         the last day  preceding  the four  fiscal  quarters in respect of which
         such  covenants  are to be  calculated;  provided  that  the  pro-forma
         adjustments  referred  to  in  the  foregoing  clause  (iii)  shall  be
         reasonably  satisfactory  to the  Operating  Agent as  evidenced by the
         written approval of the Operating Agent; provided, further, that if the
         adjustments are not reasonably satisfactory to the Operating Agent, the
         parties to the  Purchase  Agreement  shall  negotiate  in good faith to
         resolve any differences.  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 a 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.
<PAGE>
<TABLE>
<CAPTION>
       <S>     <C>                 <C>                                                       <C>    
                                                                                             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                                     0.60 to 1.00
                                    Second Quarter of 1999                                    0.60 to 1.00
                                    Third Quarter of 1999                                     0.70 to 1.00
                                    Fourth Quarter of 1999                                    0.90 to 1.00

                                    First Quarter of 2000                                     1.0  to 1.0
                                    
                                    Second Quarter of 2000                                    1.0  to 1.0
                                    Third Quarter of 2000
                                    and thereafter                                            1.1  to 1.0




                                    Interest Coverage Ratio (minimum)

                                    Fourth Quarter of 1997                                    1.10 to 1.00
                                    First Quarter of 1998                                     1.10 to 1.00
                                    Second Quarter of 1998                                    1.15 to 1.00
                                    Third Quarter of 1998                                     1.25 to 1.00
                                    Fourth Quarter of 1998
                                    and each quarter thereafter                               1.40 to 1.00

         II.      Seller            Net Worth Percentage (minimum)                            15%

         III.     Parent            Tangible Net Worth (minimum)                              $105,000,000
                                                                                                      (commencing
                                                                                                      1/3/1998)
                                                                                                      plus the
                                                                                                      greater of
                                                                                                      85% of Net
                                                                                                      Income and
                                                                                                      zero
</TABLE>

                                 [END OF CHART]


<PAGE>


                       Section  4.8  Amendment  to  Section  12.01(a).   Section
         12.01(a) is hereby  amended by adding ",the  Insurer"  after the phrase
         "any Transaction Liquidity Lender" the first time such phrase appears.

                                    (b) The  definition  of "Fixed  Charges"  is
         hereby amended and restated to read:

                                    "'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."

                                    (c) The  definition  of "Tangible Net Worth"
         is hereby amended and restated to
         read:

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

                                    Section 4.9  Addition of Exhibit J.  A new 
         Exhibit J is added to read as follows:


<PAGE>



                                                          Exhibit J
                (i) As of the last day of any  fiscal  month,  the Net  Dilution
           Ratio shall not exceed 8%,  (ii) the  Default  Ratio shall not exceed
           3.5% and (iii) as of the last day of any  fiscal  month  neither  the
           Receivable  Collection  Turnover  Ratio nor the Gross  Dilution Ratio
           shall exceed the levels set forth below for the  corresponding  range
           of Sales Ratios:
                                   Receivable
                                   Collection                     Gross
           Sales Ratio             Turnover                   Dilution Ratio
           -----------             ----------                 --------------
           25% or less             44 days                           12.0%
           25.1% to 30%            45 days                           12.5%
           30.1% to 35%            46 days                           13.0%
           35.1% to 40%            47 days                           13.5%
           40.1% to 45%            48 days                           14.0%
           45.1% to 50%            49 days                           14.5%
           Greater than 50%        50 days                           15.0%

                  "Sales  Ratio" shall be 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.

                               [END OF EXHIBIT J]


<PAGE>


                                    ARTICLE V
                       AMENDMENT NO. 2 TO RFC SUPPLEMENT.

                                  Section 5.1  Amendment to the RFC Supplement. 
                                               -------------------------------
         The RFC Supplement is hereby amended by (a) deleting "$300,000,000" as 
         the Maximum Purchase Limit and substituting in lieu thereof 
         "$500,000,000"; and

                  (b) amending and restating the LOC Draw  Percentage to read as
         follows:

                                    "25%;   provided,   that,  for  purposes  of
                                            computing    Aggregate    LOC   Draw
                                            Availability in Section  6.07(ii) of
                                            the Collateral Agent  Agreement,  if
                                            25% results in LOC Draw Availability
                                            in  respect   of   Merisel   Capital
                                            Funding   Inc.   being   less   than
                                            $80,000,000, the LOC Draw Percentage
                                            shall be  increased  to a percentage
                                            necessary to produce  Aggregate  LOC
                                            Draw   Availability  in  respect  of
                                            draws  relating  to Merisel  Capital
                                            Funding, Inc. of $80,000,000."

                                   ARTICLE VI
                     AMENDMENT NO. 1 TO LIQUIDITY AGREEMENT.

                                    Section 6.1  Amendment to Amount of 
         Liquidity Commitment.  The definition of "Liquidity  Commitment  is  
         hereby  amended  by  replacing  the  amount "$309,000,000"   with  the
         amount   "$515,000,000."   The  amount  of $309,000,000  wherever it 
         appears in the Liquidity  Agreement is hereby amended to $515,000,000.

                                    Section 6.2  Conditions to Increase in 
         Liquidity  Commitment (a) Commencing on [the date hereof],  GE Capital 
         will hold  100%  of the  Liquidity  Commitment.  In  connection  with  
         the  increased Liquidity Commitment as set forth in Section 5.1 herein 
         above, GE Capital hereby waives the  requirement  set forth in Section
         5.04(a)  that  Redwood  deliver a "Letter re  Increase  in  Liquidity  
         Commitment."  The  undersigned  "Authorized Officer" (as defined in the
         Liquidity  Agreement) of Redwood  hereby  certifies pursuant  to 
         Section  5.04(d) of the  Liquidity  Agreement  that all  conditions
         specified in Section 5.04 of the Liquidity Agreement relating to the 
         increase in Liquidity Commitment have been satisfied.  The foregoing 
         certification is hereby deemed to be the  "Company  Certificate"  
         required  by  Section  5.04(d)  of the   Liquidity Agreement. 


<PAGE>

                                   ARTICLE VII 
                              CONDITIONS PRECEDENT

                                    Section 7.1.  Conditions Precedent. 
         The effectiveness of these Amendments is subject to the  conditions  
         precedent that the  Collateral  Agent,  the Operating  Agent,  the 
         Liquidity Agent, the LOC Agent and the Purchaser shall  have received  
         each of the  following,  in form  and  substance satisfactory to each 
         such party:

                                    (a)  All consents required under the 
         Reimbursement Agreement and Liquidity Loan Agreement and confirmation 
         from each Rating Agency that the Rating Agency Condition has been 
         satisfied.

                                    (b) 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.

                                    (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) The  opinion of  Skadden,  Arps,  Slate,
         Meagher & Flom LLP,in form and substance reasonably satisfactory to the
         Purchaser,  the LOC Agent, the Liquidity  Agent,  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 (A) the Amendments in 
         respect of the Purchase  Agreement and Transfer Agreement and (B) the 
         Intercreditor  Agreement, (iii) the due authorization,  execution  and 
         delivery of (A) the  Amendments  in respect of the Purchase  Agreement 
         and the Transfer  Agreement and (B) the Intercreditor Agreement by the 

<PAGE>

         Seller and Servicer (or Originator, as the case may be), (iv) the  
         enforceability of the Amendments and the Intercreditor Agreement 
         against the Seller and Servicer (or Originator, as the case  may  be),
         (v) that  the  execution  and  delivery  of the Amendments in  respect
         of the  Purchase  Agreement  and the  Transfer Agreement  and (B) the  
         Intercreditor  Agreement (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,  and (vi) that the  Amendments provided for herein
         do not adversely  affect the validity or perfection of  the  security  
         interest  of the  Seller  or  the  Purchaser  in the Collateral.

                                    (e) An  Officer's  Certificates  in form and
         substance satisfactory to the Operating  Agent  to  the  effect  that  
         all  of  representations   and Warranties in the Transfer  Agreement 
         and Purchase  Agreement are true and correct in all material respects 
         as of the date hereof.

                                    (f)  Execution and delivery by the Insurer, 
         the Collateral Agent and the Operating Agent of the Insurance
         Agreement.

                                    (g)  Delivery by Insurer to the LOC Provider
         of its Insurance Policy.

                                    (h)  Such  other   approvals,   opinions  or
         documents as the Collateral Agent, the Liquidity Agent, the LOC Agent, 
         the Operating Agent or the Insurer may reasonably request.

                                    (i)  Execution and delivery of the 
         Intercreditor Agreement by each of the parties thereto.


                                  ARTICLE VIII
                     SELLER'S AND SERVICER'S REPRESENTATIONS
                                 AND WARRANTIES

                                    SECTION 8.1  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; and

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

                                   ARTICLE IX
                                  MISCELLANEOUS

                                    SECTION 9.1  Confirmation of Securitization 
         Agreements.  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 Securitization Agreements 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, 
         Annex X, the Reimbursement Agreement, the Liquidity Agreement and the 
         RFC Supplement to "this  Agreement" and in each of the other documents 
         to be executed in connection therewith  to  the "Purchase  Agreement," 
         "Annex  X,"  the "Reimbursement   Agreement,"  the  "Liquidity   
         Agreement,"  and  the  "RFC Supplement,"  as the case may be, shall 
         mean such  respective  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,  Liquidity  Agent,  the LOC Agent,  the Operating  Agent or 
         the Collateral Agent to enter into any future  amendment  (whether
         similar or dissimilar).

                                    SECTION 9.2  Waiver by the Seller; Consent 
         to Inventory Facility and Intercreditor  Agreement. (a) 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 
         LOC Provider, the LOC Agent, 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.

                                    (b) Each of the Servicer, the Seller, the 
         Purchaser, the Operating Agent and the  Collateral   Agent   consents  
         to  the  execution,   delivery  and performance  of the Inventory  
         Facility (as in effect as of the date of execution  and delivery  
         thereof) and the  Intercreditor  Agreement (as amended) each in 
         accordance with the terms thereof.


<PAGE>

                                    SECTION 9.3  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 9.4  Governing Law.  The amendments 
         to Annex X, the Transfer Agreement and the  Purchase  Agreement  shall 
         be governed  by, and  construed  in accordance  with,  California  law.
         The  amendments  to the  Liquidity    Agreement and the RFC Supplement 
         shall be governed by, and construed in  accordance with New York law.

                                    SECTION 9.5  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  Securitization  Agreements shall be amended by these 
         Amendments, effective as of the date hereof.




                                                     *    *    *


<PAGE>
                                    IN WITNESS WHEREOF, the Seller, the
Servicer,  the  Originator,  the  Collateral  Agent,  the Operating  Agent,  the
Liquidity  Agent,  the LOC Agent, the LOC Provider 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

                                        /s/ Charles B. Freedman
                                    By:___________________________
                                    Title:   Treasurer
                                    Name:    Charles B. Freedman

                                    MERISEL AMERICAS, INC.,
                                    as Originator and Servicer

                                        /s/ James E. Illson
                                    By:___________________________
                                    Title:   Executive Vice President
                                    Name:    James E. Illson

<PAGE>

                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as Operating Agent and Collateral Agent

                                        /s/ Janet K. Williams
                                    By:___________________________
                                    Title:   Duly authorized signatory
                                    Name:    Janet K. Williams


                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as LOC Agent, Liquidity Agent and LOC
                                    Provider

                                        /s/ Joan B. Makara
                                    By:__________________________
                                    Title:   
                                    Name:    Joan B. Makara


                                    REDWOOD RECEIVABLES CORPORATION,
                                    as Purchaser
                                        
                                        /s/ H. Darren Alcus
                                    By:___________________________
                                    Title:   Assistant Secretary
                                    Name:    H. Darren Alcus