AMENDMENT No. 5 TO PURCHASE AGREEMENT AND WAIVER

                  AMENDMENT No. 5  TO PURCHASE AGREEMENT AND WAIVER, dated as of
May 12, 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 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,  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 and Amendment No. 4, dated as of February 22, 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.



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                                   ARTICLE II

                      AMENDMENT NO. 5 TO PURCHASE AGREEMENT

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

                  "Turnberry Litigation" means the litigation between Parent and
Turnberry Capital Management, L.P., et al, filed in the Court of Chancery of the
State of Delaware in and for New Castle County.

                  "Turnberry  Settlement"  means the settlement of the Turnberry
Litigation set forth in the Turnberry Settlement Agreement.

                  "Turnberry Settlement Agreement" means that certain Settlement
Agreement,  dated as of May 10, 1999, by and among Parent, Dwight A. Steffenson,
Stonington  Partners,   Inc.,   Turnberry  Capital  Management,   L.P.,  Monarch
Management Group Ltd., Robert Fleming Inc., Value Partners, Ltd., Dayton Special
Situations   Fund,   L.P.,   Daystar  L.L.C.,   CoMac  Partners,   L.P.,   CoMac
International,  N.V. and Tribeca Investments,  L.L.C.,  evidencing the Turnberry
Settlement.

                  (b) Paragraph (a) under the heading  "FINANCIAL  COVENANTS" in
Exhibit H of the Purchase  Agreement is hereby amended by inserting  "(w)" after
the term "Exhibit H" the first time such term appears in the last sentence under
such heading and adding the following language at the end of such sentence:

                  "; and (x) for any period of four  fiscal  quarters  that ends
before the Second  Fiscal  Quarter of 2000,  $21  million  relating  to the loss
reserve to be recorded by the Parent in connection with the Turnberry Settlement
will be excluded (except to the extent of any net insurance  proceeds  collected
in connection  with the Turnberry  Settlement)  and (y) for the  calculation  of
Tangible  Net Worth at any time,  an amount  equal to $21 million  minus the net
insurance  proceeds,   if  any,  collected  in  connection  with  the  Turnberry
Settlement will be added to Tangible Net Worth."



                                   ARTICLE III

                             WAIVER OF DEFAULT UNDER

                               TRANSFER AGREEMENT

                   The Operating  Agent,  the Collateral Agent and the Purchaser
agree to waive any default  resulting  from a breach of the  representation  set
forth in Section  4.01(a)(vii) of the Transfer  Agreement;  provided,  that such
waiver  shall  apply  solely  to  defaults  (i)  resulting  from  the  Turnberry
Settlement period.



<PAGE>


                                   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.

                   (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  representations
and  warranties in the Transfer  Agreement  and Purchase  Agreement are true and
correct in all material respects as of the date hereof.

                   (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).


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                                    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;

                   (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.



<PAGE>




                   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.

                                  * * *

                   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:__/s/_________________________
                   Title:
                   Name:


                   MERISEL AMERICAS, INC.,
                   as Originator and Servicer


                   By:_/s/__________________________
                   Title:
                   Name:


                   GENERAL ELECTRIC CAPITAL CORPORATION,
                   as Operating Agent and Collateral Agent


                   By:__/s/_________________________
                   Title:
                   Name:


<PAGE>




                   REDWOOD RECEIVABLES CORPORATION,
                   as Purchaser


                   By:__/s/_________________________
                   Title:
                   Name: