AMENDMENT No. 4 AND WAIVER TO PURCHASE AGREEMENT

AMENDMENT No. 4 AND WAIVER TO PURCHASE AGREEMENT, dated as of February 22, 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 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, Amendment No. 2, dated
as of  December  19,  1997 and  Amendment  No. 3, dated as of July 31, 1998 (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 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:
                                                 ARTICLE I
                                                DEFINITIONS



<PAGE>


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

                                                ARTICLE II
                                   AMENDMENT NO. 4 TO PURCHASE AGREEMENT

                  (a)  Section 2.02(b) of the Purchase Agreement is hereby 
amended by changing "December 31, 1999" to "December 31, 2001."

                  (b)  Section  14.02 is hereby  amended by adding ", GE Capital
sponsored  conduit,"  after the phrase  "Affiliate of GE Capital" each time such
phrase appears.

                  (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  Interest  Coverage  Ratio  for the four  fiscal
                  quarters of the Parent ended on or most recently prior to such
                  date as set forth below:

                                               MARGIN LEVEL

                  Daily Margin
                  Interest Coverage                                   Reference
                  Ratio                                               Percentage
                  Level I
                           Less than or equal to
                           1.00                                           1.25%

                  Level II
                           Greater than 1.00, but
                           less than or equal to
                           1.40                                           1.00%

                  Level III
                           Greater than 1.40, but
                           less than or equal to
                           1.65                                           0.75%

                  Level IV
                           Greater than 1.65, but
                           less than or equal to
                           2.00                                           0.60%

                  Level V
                           Greater than 2.00                              0.45%

Notwithstanding the foregoing, Daily Margin shall mean 0.75% until May 15, 1999,
and  thereafter  Daily Margin shall be computed for the fiscal  quarters  ending
April 3, 1999, July 3, 1999, October 2, 1999 and January 1, 2000 by reference to
the Fixed Charge Coverage Ratio of the Parent as set forth below:


<PAGE>


For the Fiscal Quarter ending April 3, 1999:

                      Fixed Charge Coverage Ratio             Reference %

Level A  Less than 0.62                                          0.75

Level B  Greater than or equal to 0.62            Refer to Daily Margin Interest
                                                              Coverage Ratio


For the Fiscal Quarter ending July 3, 1999:

                      Fixed Charge Coverage Ratio             Reference %

Level A  Less than 0.68                                          0.75

Level B  Greater than or equal to 0.68                     Refer to Daily
                                                           Margin Interest
                                                            Coverage Ratio


For the Fiscal Quarter ending October 2, 1999:

                      Fixed Charge Coverage Ratio             Reference %

Level A  Less than 0.77                                           0.75

Level B  Greater than or equal to 0.77                        Refer to Daily
                                                              Margin Interest
                                                              Coverage Ratio


For the Fiscal Quarter ending January 1, 2000:

                      Fixed Charge Coverage Ratio             Reference %

Level A  Less than 0.90                                           0.75%

Level B  Greater than or equal to 0.90                       Refer to Daily
                                                            Margin Interest
                                                             Coverage Ratio


<PAGE>


                      The Daily Margin shall be  determined  by reference to the
                      Daily Margin  Interest  Coverage Ratio or the Fixed Charge
                      Coverage  Ratio,  as  applicable,  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  Interest  Coverage Ratio or the Fixed Charge
                      Coverage  Ratio,  as applicable,  and (B) if the Operating
                      Agent and  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  with  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;  provided that the Daily Margin
                      Interest Coverage Ratio with respect to any period of four
                      fiscal  quarters  that ends  before the Fourth  Quarter of
                      1998 are to be  adjusted  on a  pro-forma  basis to remove
                      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  ratio  is 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  ratio  is  to  be
                      calculated;   provided,   further,   that  the   pro-forma
                      adjustments  referred  to in  foregoing  proviso  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; and

                      (ii) amending and restating the definition of Daily Margin
Interest Coverage Ratio to read as follows:

                                            "Daily Margin Interest Coverage 
                      Ratio" means, with respect to any Person and its
                      consolidated subsidiaries for any period for the preceding
                      four fiscal quarters, the ratio of (i) EBITDA to (ii) Cash
                      Interest Expense on all Funded Debt;

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

                                            FINANCIAL COVENANTS

                      (a) Except as provided in (b) below,  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, such
covenants 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 this sentence 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. (b) The
Fixed Charge Coverage Ratio shall be calculated on
the basis of the following measurement periods

<PAGE>

         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

         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                    0.41 to 1.00
                           Fourth Quarter of 1999                   0.73 to 1.00

                           First Quarter of 2000                    1.00 to 1.00
                           Second Quarter of 2000                   1.00 to 1.00
                           Third Quarter of 2000
                           and thereafter                           1.10 to 1.00




                           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)             $125,000,000
                                                                     (commencing
                                                                1/3/1998)   plus
                                                                  the greater of
                                                               85% of Net Income
                                                                        and zero

                                              [END OF CHART]

(c) The  definition of "Fixed Charge  Coverage  Ratio" is hereby  amended by (a)
adding the  phrase  "except  as  provided  in  paragraph  (b) under the  heading
"Financial Covenants" in this Exhibit H" after the word "and" in the fourth line
thereof and (b) adding the following language at the end thereof:

         "provided,  however,  that for purposes of determining  compliance with
         the Fixed Charge  Coverage Ratio covenant for the fiscal quarters ended
         April 3, 1999 and July 3, 1999,  "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."


<PAGE>


                                   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 any breach of the
Fixed  Charge  Coverage  Ratio  covenant  contained in Exhibit H of the Purchase
Agreement  as  applicable  to the Parent  that may occur for the fiscal  quarter
ended December 31, 1998.

                                   ARTICLE IV
                              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,
Liquidity  Loan  Agreement and Insurance  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  counsel  to the  Seller,  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  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.

                   (e)  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.

                   (f)  The  Seller  shall  pay the  fees  and  expenses  of the
Purchaser as set forth in the letter agreement  between the Seller and Purchaser
dated the date hereof (including, without limitation,  reasonable legal fees and
expenses).
                                                 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.
<PAGE>

                                                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, Liquidity Agent, the LOC Agent, the Operating Agent or the Collateral
Agent to enter into any future amendment (whether similar or dissimilar).

                   SECTION 6.2 Waiver by the Seller.  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.

                   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, 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


                   By:/s/Charles B. Freedman
                      ---------------------------------
                   Title:  Vice President and Treasurer
                   Name: Charles B. Freedman


                   MERISEL AMERICAS, INC.,
                   as Servicer


                   By:/s/Charles B. Freedman
                      ---------------------------------
                   Title:  Vice President and Treasurer
                   Name: Charles B. Freedman


                   GENERAL ELECTRIC CAPITAL CORPORATION,
                   as Operating Agent and Collateral Agent


                   By:/s/Dennis M. Creeden
                      ---------------------------------
                   Title:  Vice President
                   Name: Dennis M. Creeden

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


                   By:/s/Dennis M. Creeden
                      ---------------------------------
                   Title:  Vice President
                   Name: Dennis M. Creeden


                   REDWOOD RECEIVABLES CORPORATION,
                   as Purchaser


                   By:/s/Joseph Wiles
                      ---------------------------------
                   Title:  Assistant Secretary
                   Name: Joseph Wiles