AMENDMENT NO. 1 TO

                           LOAN AND SECURITY AGREEMENT

                  This Amendment No. 1 to Loan and Security Agreement is made as
of May 11, 1999 by and among each of the  undersigned  and amends  that  certain
Loan and Security  Agreement,  dated as of June 30, 1998 (the "Loan Agreement"),
among the  financial  institutions  listed on the  signature  pages  thereof  as
lenders (such financial institutions,  together with their respective successors
and assigns,  are referred to hereinafter  each  individually  as a "Lender" and
collectively  as the  "Lenders"),  Bank of America  National  Trust and  Savings
Association  (formerly known as BankAmerica  Business Credit,  Inc.), a Delaware
corporation,  as agent for the Lenders (in its capacity as agent,  the "Agent"),
and Merisel Americas, Inc., a Delaware corporation (the "Borrower"). Capitalized
terms used herein without  definition have the meanings  assigned thereto in the
Loan Agreement.

                                    RECITALS

         A. The  Borrower has  requested  that  certain  provisions  of the Loan
Agreement be amended as more fully described below.

         B. On the  terms  and  subject  to the  conditions  set  forth  in this
Amendment,  the Borrower and the Agent, on behalf of the Lenders, have agreed to
the amendments and waivers to the Loan Agreement as set forth below.

                                    AGREEMENT

         In  consideration   of  the  foregoing,   and  for  good  and  valuable
consideration,  the  receipt of which is hereby  acknowledged,  the  undersigned
hereby agree as follows:

                                    ARTICLE 1
              AMENDMENTS AND WAIVERS TO LOAN AND SECURITY AGREEMENT

         1.1  Amendment  to  the  Definition  of  "Adjusted  Net  Earnings  from
Operations". The definition of "Adjusted Net Earnings from Operations" set forth
in Section 1.1 of the Loan Agreement is hereby amended by changing the period at
the end of such  definition  to a  semicolon  and adding a new clause (h) to the
definition as follows:

         "and  (h) any  gains or  losses  related  in any way to the  settlement
         (which  shall  not  exceed  $21,000,000)  of the  action  filed  in the
         Delaware   Chancery  Court  captioned   Merisel  v.  Turnberry  Capital
         Management, L.P., et al."

         1.2  Amendment to the  Definition  of "Interest  Coverage  Ratio".  The
definition  of  "Interest  Coverage  Ratio" set forth in Section 1.1 of the Loan
Agreement is hereby  amended by adding the following  sentence to the end of the
definition:


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         "Notwithstanding the foregoing,  the Interest Coverage Ratio as used in
         the  definition  of  "Applicable  Margin"  herein,  and  only  in  such
         definition,  shall mean, for any period,  the ratio of (a) Adjusted Net
         Earnings from  Operations  (calculated  without regard to clause (h) of
         such  definition)  for such period plus the sum of the following to the
         extent deducted in computing Adjusted Net Earnings from Operations: (i)
         tax expense or provision for taxes,  (ii) total interest expense net of
         interest  income,   (iii)  total  amortization   expense,   (iv)  total
         depreciation  expense,  and (v) other  non-cash  expenses  deducted  in
         computing  Adjusted  Net  Earnings  from  Operations,  over  (b)  total
         interest expense during such period (net of interest income)."

         1.3 Amendment to the  Transaction  with  Affiliates  Covenant.  Section
9.15(a) of the Loan  Agreement is hereby amended by adding a new clause (vii) to
the end of such section as follows:

         "and (vii) the Borrower and its  Subsidiaries may pay cash dividends or
         make other  advances or  distributions  to the Parent (in an  aggregate
         amount not to exceed $21,000,000) for purposes of paying obligations or
         costs  arising from the Parent's  settlement of the action filed in the
         Delaware   Chancery  Court  captioned   Merisel  v.  Turnberry  Capital
         Management, L.P., et al."

         1.4  Waiver  to  Covenants  and  Representations.  Agent,  on behalf of
Lenders, hereby waives any Event of Default existing under the Loan Agreement as
a result of the Borrower's  breach of any  representation,  warranty or covenant
contained in Article 8 or Article 9 on account of the  settlement  of the action
filed in the Delaware  Chancery Court  captioned  Merisel v.  Turnberry  Capital
Management,  L.P., et al., so long as the  aggregate  amount paid by Borrower in
connection with such settlement does not exceed $21,000,000.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

         The Borrower warrants and represents to the Agent and the Lenders that:

         2.1   Representations   and   Warranties   True   and   Correct.    The
representations  and  warranties  contained in the Loan  Agreement and the other
Loan Documents are correct in all material respects on and as of the date hereof
after giving effect to this  Amendment  (except  representations  and warranties
which are made as of a  specified  date  shall only be  required  to be true and
correct in all material respects as of such specified date).

         2.2 No  Default  or Event of  Default.  No event  has  occurred  and is
continuing  which  constitutes  a Default  or an Event of Default  after  giving
effect to this Amendment.



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                                    ARTICLE 3
                                  MISCELLANEOUS

         3.1 Effective  Date.  This Amendment  shall be effective as of the date
when the Agent has received (i) a duly executed  counterpart  of this  Amendment
from the  Borrower  and (ii) the duly  executed  Amendment  to Fee  Letter  from
Borrower to Agent, solely on Agent's own behalf, dated as of the date hereof.

         3.2 No Other  Waiver.  Except  as  expressly  waived  hereby,  the Loan
Documents shall remain in full force and effect as written and amended to date.

         3.3 Governing Law. This Amendment  shall be interpreted  and the rights
and liabilities of the parties hereto determined in accordance with the internal
laws (as opposed to the conflict of laws provisions) of the State of California.

         3.4  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts,  and by the Agent and the Borrower in separate counterparts,  each
of which shall be an original,  but all of which shall  together  constitute one
and the same agreement.

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                  IN  WITNESS  WHEREOF,  the  parties  have  entered  into  this
Amendment on the date first above written.

                     "BORROWER"

                     Merisel Americas, Inc., a Delaware corporation



                     By:__/s/__________________________________________________
                     Name:_____________________________________________________
                     Title:____________________________________________________

                     Address:             200 Continental Boulevard
                                          El Segundo, CA 90245
                     Telecopy No.:        (310) 615-1234



                     "AGENT"

                     Bank of America National Trust and Savings Association,
                     as the Agent



                     By:_/s/___________________________________________________
                     Name:_____________________________________________________
                     Title:____________________________________________________

                     Address:             40 East 52nd Street
                                          New York, New York 10022
                     Telecopy No.:        (212) 836-5167




<PAGE>


                     "LENDERS"

                     Bank of America National Trust and Savings Association,
                     as a Lender



                     By:_/s/___________________________________________________
                     Name:_____________________________________________________
                     Title:____________________________________________________

                     Address:             40 East 52nd Street
                                          New York, New York 10022
                     Telecopy No.:        (212) 836-5167