AMENDMENT NO. 3 TO

                           LOAN AND SECURITY AGREEMENT

                  This Amendment No. 3 to Loan and Security Agreement is made as
of March 10, 2000 by and among each of the  undersigned  and amends that certain
Loan and Security  Agreement dated as of June 30, 1998, as previously amended by
Amendment  No. 1 to Loan and Security  Agreement  dated as of May 11, 1999,  and
Amendment  No. 2 to Loan  Agreement  dated as of  September  30, 1999 (the "Loan
Agreement"),  by and 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
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 the Loan  Agreement be amended and
modified as provided  herein,  and certain  proposed  actions by the Borrower be
consented to by the Agent and the Lenders, all as more fully described below.

         B. On the  terms  and  subject  to the  conditions  set  forth  in this
Amendment,  the  Borrower,  the  Agent  and  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 "Applicable  Margin". The definition
of "Applicable  Margin" set forth in Section 1.1 of the Loan Agreement is hereby
amended by deleting such definition in its entirety,  and inserting in its place
the following:

         "`Applicable  Margin'  means (i) with  respect  to Base Rate  Revolving
         Loans, .75%; and (ii) with respect to LIBOR Revolving Loans, 3.00%."

         1.2      Capital Expenditures Definition.  A new definition of "Capital
                  Expenditures" is added to Section 1.1 of the Loan
                  Agreement as follows:
<PAGE>

         "`Capital  Expenditures'  means expenditures of the Borrower to acquire
         fixed assets and improvements which should be capitalized in accordance
         with GAAP,  excluding (i) such  expenditures  used to replace or repair
         assets that are financed with insurance  proceeds,  settlement proceeds
         or condemnation  proceeds,  (ii) assets  purchased with the trade in of
         existing  assets  to the  extent  of the  trade-in  credit,  and  (iii)
         expenditures to replace  certain assets sold,  transferred or otherwise
         disposed  of to the  extent of the  proceeds  realized  from such sale,
         transfer or disposition of such asset."

         1.3      Cash Flow Definition.  A new definition of "Cash Flow" is
                  added to Section 1.1 of the Loan Agreement as follows:


         "`Cash Flow' means,  for any period,  the total of (a) Consolidated Net
         Earnings  for such period plus the sum of the  following  to the extent
         deducted in computing  Consolidated  Net Earnings for such period:  (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  Consolidated Net Earnings,  minus (b) total interest expense
         of the Borrower paid to Persons that are not Affiliates of the Borrower
         net of interest income of the Borrower in such period, minus (c) 80% of
         interest  paid under the  Indenture  during such period,  and minus (d)
         total Capital Expenditures in such period."

         1.4      Consolidated Net Earnings Definition.  A new definition of
                  "Consolidated Net Earnings" is added to Section 1.1 of
                   the Loan Agreement as follows:

         "`Consolidated  Net Earnings' means,  with respect to any fiscal period
         of the Borrower, the Borrower's and its Subsidiaries'  consolidated net
         income  after  provision  for income taxes for such fiscal  period,  as
         determined  in  accordance  with  GAAP and  reported  on the  Financial
         Statements for such period, excluding (without duplication) any and all
         of the  following  included  in such net  income:  (a) gain (net of any
         taxes paid or accrued for in accordance with GAAP) or loss arising from
         the sale of any capital  assets;  (b) gain (net of any  deferred  taxes
         liability  accrued  for in  accordance  with  GAAP)  arising  from  any
         write-up in the book value of any asset or loss  arising from any write
         down of any asset (other than Inventory, Accounts or accounts payable);
         (c) earnings (net of any taxes paid or accrued for in  accordance  with
         GAAP) or losses of any  corporation,  substantially  all the  assets of
         which have been  acquired by the  Borrower in any pooling of  interests
         transaction,  to the extent realized by such other corporation prior to
         the date of acquisition;  (d) earnings of any nonconsolidated  business
         entity in which the Borrower has an ownership interest unless (and only
         to the extent) such earnings  shall  actually have been received by the
         Borrower  in the form of cash  distributions  (net of any taxes paid or
         accrued for in  accordance  with GAAP);  (e) earnings (net of any taxes
         paid or accrued for in  accordance  with GAAP) of any Person to which a
         substantial  part of the assets of the  Borrower  shall have been sold,

<PAGE>

         transferred  or disposed of, or into which the Borrower shall have been
         merged,   or  which  has  been  a  party  with  the   Borrower  to  any
         consolidation  or other  form of  reorganization,  prior to the date of
         such  transaction;  (f) gain (net of any taxes paid or  accrued  for in
         accordance  with GAAP) or loss arising from the  acquisition of debt or
         equity  securities of the Borrower or from  cancellation or forgiveness
         of debt; and (g) any other  extraordinary  non-recurring  gains (net of
         any taxes paid or accrued for in accordance with GAAP) or losses (other
         than  losses  arising  from any write down of  Inventory,  Accounts  or
         accounts payable)."

         1.5 Amendment to the Definition of "Excluded Assets". The definition of
"Excluded  Assets"  set forth in  Section  1.1 of the Loan  Agreement  is hereby
amended  by  deleting  subpart  (iv) of such  definition  in its  entirety,  and
inserting in its place the following:

         "(iv) inventory which after the date of this Agreement  becomes subject
         to agreements  with vendors or floor plan  creditors  that prohibit the
         granting  of an  Agent's  Lien on  inventory  sold by  such  vendor  or
         financed by such floor plan  creditor,  provided  that upon the Agent's
         receiving  written notice from Borrower (by overnight mail or confirmed
         facsimile) of the entering into of any such agreement, the Agent's Lien
         in such  inventory  shall be released on the eleventh day following the
         Agent's  receipt of such  notice;  provided  that such release (and the
         exclusion  from Inventory  described in the preceding  clause (iii) and
         this clause (iv)) shall only be for the period any such  prohibition is
         in effect."

         1.6  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 deleting such  definition  in its entirety,  and
inserting in its place the following:

         "`Interest  Coverage  Ratio'  means,  for any period,  the ratio of (a)
         Consolidated Net Earnings for such period plus the sum of the following
         to the extent deducted in computing  Consolidated Net Earnings: (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 Consolidated Net Earnings, over (b) total interest expense of
         the Borrower  paid to Persons that are not  Affiliates  of the Borrower
         during such period  (net of interest  income) and 80% of interest  paid
         under the Indenture during such period."

         1.7 Amendment to the Definition of "Inventory Mix Reserve  Percentage".
The definition of "Inventory Mix Reserve Percentage" set forth in Section 1.1 of
the Loan  Agreement  is  hereby  amended  by  deleting  such  definition  in its
entirety, and inserting in its place the following:
<PAGE>

         "`Inventory Mix Reserve Percentage' means the quotient, expressed as a
           percentage, of the following:

                                 1 - 80% *(OLV);
                                       50

         where OLV means the amount  determined  by the Agent as the  realizable
         value  of  Eligible  Inventory  (expressed  as a  percentage  of  cost)
         calculated  based on the  methodology of the Dovetech,  Inc.  appraisal
         most  recently  submitted to Agent  pursuant to Section 6.5;  provided,
         however,  that  (i) the  Inventory  Mix  Reserve  Percentage  shall  be
         re-determined  if, when the Borrowing  Base  Certificate  for the prior
         fiscal  month-end  is  delivered,  the  ratio  of (x) the  value of the
         Inventory  described  in clauses  (iii) and (iv) of the  definition  of
         Excluded Assets to (y) the value of Eligible  Inventory,  first exceeds
         10% of the value of Eligible Inventory and thereafter,  when such ratio
         is (a) greater than or equal to the next highest  integral  multiple of
         5% in excess of such ratio for the immediately  preceding  fiscal month
         and (b) less than or equal to the highest integral  multiple of 5% that
         is less than such ratio for the  immediately  preceding  fiscal  month;
         (ii) as of the Closing Date, the Inventory Mix Reserve Percentage shall
         be  9.90%;  and  (iii)  at no time  shall  the  Inventory  Mix  Reserve
         Percentage be less than zero."

         1.8 Amendment to the Definition of "Permitted Liens". The definition of
"Permitted  Liens"  set forth in  Section  1.1 of the Loan  Agreement  is hereby
amended by deleting  subparagraph  (g) of such  definition in its entirety,  and
inserting in its place the following:

         "(g) Liens constituting vendor or floor plan creditor liens existing on
         the  Closing  Date (the  Agent's  Lien  shall be junior to such  Liens,
         provided that the applicable  agreement between Borrower and the vendor
         or floor plan creditor thereof does not prohibit the granting of junior
         liens)  and Liens  created  after  the  Closing  Date on any  inventory
         (including,  without  limitation,  Inventory)  in favor of such  vendor
         thereof or floor plan creditor relating to such inventory  securing the
         unpaid purchase price and amounts relating to such Inventory (including
         interest  and  fees)  owing  to such  vendor  or floor  plan  creditor;
         provided, however, that the Vendor Obligations and amounts of Inventory
         that at any  relevant  time are subject to the Liens  described in this
         clause  (g),   shall  be  reflected  on   applicable   Borrowing   Base
         Certificates  and that the  Impaired  Inventory  Percentage  shall  not
         exceed 50%;"

         1.9      Property Definition.  A new definition of "Property" is added
                  to Section 1.1 of the Loan Agreement as follows:

<PAGE>

         "`Property' means any interest in any kind of property or asset,
           whether real, personal or mixed, or tangible or intangible."

         1.10 Amendment to Letter of Credit Fee Section. Section 3.6 of the Loan
Agreement  is hereby  amended by  deleting  such  section in its  entirety,  and
inserting in its place the following:

         "3.6 Letter of Credit Fee. The Borrower agrees to pay to the Agent, for
         the ratable  account of the Lenders,  for each Letter of Credit,  a fee
         (the  "Letter of Credit  Fee")  equal to 3.00% per annum of the undrawn
         face amount of each Letter of Credit issued for the Borrower's  account
         at the Borrower's  request,  plus all reasonable  out-of-pocket  costs,
         fees  and  expenses  incurred  by the  Agent  in  connection  with  the
         application for,  issuance of, or amendment to any Letter of Credit, as
         such fees are  determined  according  to  Schedule  3.6.  The Letter of
         Credit Fee shall be payable monthly in arrears on the first day of each
         month following any month in which a Letter of Credit was issued and/or
         in which a Letter of Credit remains  outstanding.  The Letter of Credit
         Fee shall be  computed  on the basis of a 360-day  year for the  actual
         number  of  days  elapsed.  If  any  Event  of  Default  occurs  and is
         continuing and the Majority Lenders in their discretion so elect, then,
         while any Event of  Default  is  outstanding,  the Letter of Credit Fee
         shall be increased to the Default Rate."

         1.11 Amendment to Provision  Regarding  Appraisals.  Section 6.5 of the
Loan Agreement is hereby  amended by deleting such section in its entirety,  and
inserting in its place the following:

         "6.5 Appraisals.  Whenever a Default or Event of Default exists, and at
         such  other  times not more  frequently  than twice a year as the Agent
         requests  (and,  upon the  Agent's  request,  at any one time after the
         Impaired  Inventory  Percentage  exceeds (i) 25%;  (ii) 35%;  and (iii)
         45%), the Borrower shall, at its expense and upon the Agent's  request,
         provide the Agent with  appraisals or updates  thereof of any or all of
         the Collateral from an appraiser,  and prepared on a basis,  reasonably
         satisfactory to the Agent."

         1.12 Amendment to Collateral Reporting Requirements. Section 6.7 of the
Loan Agreement is hereby  amended by deleting such section in its entirety,  and
inserting in its place the following:

         "6.7  Collateral  Reporting.  The Borrower shall provide the Agent with
         the  following  documents  at the  following  times in form  reasonably
         satisfactory  to the  Agent:  (a) on a weekly  basis no later  than the
         third Business Day of the following week, a Borrowing Base Certificate,
         a summary  report  listing  on hand  Inventory  balances  by vendor and
         accounts  payable owing to any vendor or supplier who has a Lien on any
         Inventory, a summary report with such information as is included in the
         Borrower's  currently  produced report titled "Top Fifty  Manufacturers

<PAGE>

         Summary  of  Accounts   Payable  Owed"  (such   summary   report  shall
         specifically  include all amounts owed and accounts payable to Compaq),
         summary  Inventory reports by category (and, if requested by the Agent,
         additional detail thereof);  (b) on a quarterly basis no later than the
         45th day following the end of each fiscal  quarter,  a statement of the
         balance of each of the Intercompany  Accounts;  (c) upon the occurrence
         and during the continuance of an Event of Default, (i) as frequently as
         requested  by the Agent,  Borrowing  Base  certificates,  and (ii) on a
         monthly basis (or more frequently if requested by the Agent),  an aging
         of  accounts  payable  which is aged by due date,  an aging of Accounts
         reconciled  against  the  previous  month's  aging  and the  Borrower's
         general ledger and copies of invoices and purchase  orders as requested
         by the Agent;  and (d) such other  reports as to the  Collateral of the
         Borrower as the Agent shall  reasonably  request from time to time.  If
         any of the Borrower's records or reports of the Collateral are prepared
         by an accounting service or other agent, the Borrower hereby authorizes
         such service or agent to deliver  such  records,  reports,  and related
         documents  to the  Agent,  for  distribution  to the  Lenders.  For the
         purposes of this  Section  6.7,  the word  "month"  shall mean  "fiscal
         month.""


         1.13 Amendment to Financial Reporting  Requirement.  Section 7.2 of the
Loan  Agreement is hereby  amended by adding a new  subparagraph  (k) to read as
follows:

         "(k) On a quarterly  basis no later than the 45th day following the end
         of each fiscal  quarter,  beginning  with the fiscal quarter ended June
         30,  2000,  a  quarterly  consolidating  financial  report  in  a  form
         acceptable  to the Agent,  setting forth  certain  unaudited  financial
         information  of the Parent and its  Subsidiaries  (with such changes to
         such exhibit as the Parent may adopt from time to time)."

         1.14 Amendment to Financial Reporting  Requirement.  Section 7.2 of the
Loan Agreement is hereby amended by deleting  subparagraph  (b) in its entirety,
and inserting in its place the following:

         "(b) As soon as available after the end of each fiscal month, a monthly
         financial  report in  substantially  the form of Exhibit F (and, in any
         case, including the "key monthly business driver data"),  setting forth
         certain  unaudited   financial   information  of  the  Parent  and  its
         Subsidiaries  (with such  changes to such Exhibit F as Parent may adopt
         from time to time)"

         1.15 Subsidiaries and Affiliates.  Section 8.5 of the Loan Agreement is
              hereby amended by inserting the following at the end
              of such section:

         "The Borrower  shall  supplement  Schedule 8.5 from time to time as new
         Subsidiaries of the Parent are created so long as such new Subsidiaries
         are otherwise permitted by the terms of this Agreement."
<PAGE>

         1.16 Transactions  with Affiliates.  Section 9.15 of the Loan Agreement
is hereby amended by (i) adding the following to clause (a) thereof:  "and (vii)
Guarantees  permitted  under Section  9.13(g) and (h)" and (ii)  inserting a new
clause (d) at the end of such section to read as follows:

         "(d) so long as such transactions are related to the ongoing businesses
         and activities of Merisel Open Computing Alliance, Inc. or the Borrower
         and its  Subsidiaries,  the  Borrower and its  Subsidiaries  may in the
         ordinary  course of business (i) sell  Inventory  and  inventory to the
         extent  permitted  under  Section  1.23 of the Third  Amendment to this
         Agreement, (ii) make loans or advances to, or receive loans or advances
         from,  Merisel Open Computing  Alliance,  Inc. on a day to day basis so
         long as such  transactions  are  done  solely  to meet  such  entities'
         short-term cash flow needs; and (iii) provide  services,  facilities or
         equipment  to, or  receive  services,  facilities  or  equipment  from,
         Merisel Open  Computing  Alliance,  Inc.  (and may receive fees and pay
         fees  corresponding to such services,  facilities or equipment),  which
         services may include, without limitation, provision of personnel."

         1.17 Addition of Cash Flow Covenant. Section 9.20 of the Loan Agreement
(which was Intentionally  Omitted) is hereby amended by deleting such section in
its entirety, and inserting in its place the following:

         "9.20 Cash Flow. The Borrower will maintain Cash Flow, determined as of
         the last day of the fiscal quarter,  of not less than (i) ($15,000,000)
         for the quarter  ending March 31, 2000 and (ii)  ($20,500,000)  for the
         period of two consecutive fiscal quarters ending June 30, 2000."

         1.18 Amendment to Certain Financial  Covenants.  Sections 9.22 and 9.23
of the Loan Agreement are hereby amended,  effective as of December 31, 1999, by
deleting  such  sections in their  entirety,  and  inserting  in their place the
following:

         "9.22 Capital  Expenditures.  Neither the Parent nor the Borrower,  nor
         any of their  Subsidiaries,  shall,  commencing  with Fiscal Year 2000,
         make or incur any Capital  Expenditure if, after giving effect thereto,
         the aggregate amount of all Capital  Expenditures (net of proceeds from
         sales of fixed  assets) by such parties on a  consolidated  basis would
         exceed (i)  $25,000,000  for any Fiscal Year or (ii) $7,500,000 for any
         fiscal quarter.

         "9.23    Interest Coverage Ratio.  For the fiscal periods set forth
                  below, the Borrower will maintain an Interest Coverage
                  Ratio in the amount set forth opposite such fiscal period:


           Fiscal Period                                          Ratio

         Quarter ending September 30, 2000                        1.00 to 1.00
         Quarter ending December 31, 2000                         1.10 to 1.00
         Each quarter ending thereafter                           1.10 to 1.00"
<PAGE>

         1.19 Amendment to Schedule 8.5.  The Agent and the Borrower hereby
              agree that Schedule 8.5 to the Loan Agreement is hereby
              supplemented by adding the following:

         "The Borrower owns all of the outstanding  equity  interests of Merisel
         Open Computing Alliance,  Inc.; provided that such equity interest may,
         at the Borrower's discretion, be distributed to the Parent."

         1.20  Waiver  of  Defaults.  The Agent and the  Lenders  hereby  waive,
effective as of the end of the Borrower's  1999 Fiscal Year and as of the end of
the Borrower's 1999 fiscal fourth quarter,  the potential  Defaults or Events of
Default  existing  under the Loan  Agreement  by reason  of the  failure  of the
Borrower to be in compliance with the  requirements of Sections 9.22 and 9.23 of
the Loan  Agreement as of such dates (as such sections were in effect at the end
of  the   Borrower's   1999  Fiscal  Year  and  without  giving  effect  to  the
modifications  to such sections in this  Amendment).  Nothing  contained  herein
shall constitute a waiver of any other Event of Default, whether or not the same
are known to the Agent or any of the Lenders at the date hereof,  or  constitute
any  agreement to waive the same or other Events of Default at any other time in
the future.

         1.21 Waiver to Covenants and Representations. The Agent and the Lenders
hereby waive  compliance with any  representation,  warranty,  or covenant under
Articles 6, 7, 8 or 9 of the Loan  Agreement and any Default or Event of Default
under Article 11 of the Loan Agreement,  to the extent the Borrower would breach
such  representation,  warranty  or  covenant  or create a  Default  or Event of
Default in  consummating or  effectuating  the Borrower's  proposal to split its
"Merisel Open Computing  Alliance"  division into a new wholly owned subsidiary,
as such  transaction  is described  in the written  summary  attached  hereto as
Exhibit A (the "MOCA Transaction").

         1.22  Consent to MOCA  Transaction.  The Agent and the  Lenders  hereby
approve of and consent to the MOCA  Transaction and the transfer by the Borrower
of that portion of its  Inventory  which  relates  solely to the products of Sun
Microsystems (the "Transferred  Inventory") to Merisel Open Computing  Alliance,
Inc. ("MOCA"). The Agent and the Lenders hereby agree to release, and to execute
and deliver such  instruments  or  agreements as may be necessary to effect such
release, the Lenders' security interest in the Transferred  Inventory,  provided
that  such  release  of the  Transferred  Inventory  will  not,  under  the Loan
Agreement,  cause the Aggregate Revolver  Outstanding to exceed the Availability
(with the  Availability  for purposes of this sentence  calculated as if (i) the
Aggregate Revolver Outstanding were zero and (ii) the Transferred Inventory were
excluded from the Borrowing Base).

         1.23 Consent to Periodic  Transfer of Inventory to MOCA.  The Agent and
the Lenders hereby approve of and consent to sales by the Borrower to MOCA, from
time to time,  of  Inventory  and  inventory  which is to be sold by MOCA in its
ordinary  course of business;  provided that the terms of such sales provide for

<PAGE>

amounts due to be paid within 30 days from the time such Inventory and inventory
is sold  (unless:  (i) MOCA is in  default  under  any  agreement  with  General
Electric Capital  Corporation  relating to the  securitization  of its assets or
(ii) such sale of any such  Inventory or inventory  will cause the  Availability
(calculated  without  regard to the  Maximum  Revolver  Amount)  to be less than
$50,000,000.00, in which case such sales must be on a cash basis). Upon any such
sales,  the  Agent's  and the  Lenders'  Liens on such sold  Inventory  shall be
released.

                                    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.

         2.3  Corporate  Authority;  No  Breach.  The  execution,  delivery  and
performance by the Borrower of this  Amendment have been duly  authorized by all
necessary  corporate  and other  action and do not and will not (i)  require any
registration  with,  consent or approval of,  notice to or action by, any Person
(including any Governmental Authority) in order to be effective and enforceable,
(ii)  contravene the terms of the Borrower's  Certificate  of  Incorporation  or
bylaws, or (iii) conflict with, or result in any breach or contravention of, any
other document to which the Borrower is a party or any order,  injunction,  writ
or decree of any Governmental Authority to which the Borrower or its property is
subject.  The Loan Agreement as amended by this  Amendment  constitutes a legal,
valid and binding obligation of the Borrower,  enforceable  against the Borrower
in accordance  with its  respective  terms,  without  defense,  counterclaim  or
offset,  except as the  enforceability  thereof  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  creditors'  rights  generally  and by  general  principles  of equity
(regardless of whether enforcement is sought in equity or at law).




<PAGE>



                                    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,  (ii) a duly  executed  guaranty  by the  Parent  in a form
acceptable to the Agent in its sole discretion (the "Parent Guaranty"),  (iii) a
duly  executed  guaranty by MOCA in a form  acceptable  to the Agent in its sole
discretion (the "MOCA Guaranty"),  and (iv) a duly executed "Second Amendment to
Fee Letter" (in a form acceptable to the Agent in its sole  discretion) from the
Borrower to the Agent dated as of the date hereof.

         3.2 Covenant  Regarding  Landlord  Waiver.  The Borrower  covenants and
agrees to use its reasonable best efforts to obtain and deliver to the Agent, no
later  than the 30th day  following  the  execution  of this  Amendment,  a duly
executed  landlord  waiver  in a form  acceptable  to  the  Agent  in  its  sole
discretion covering the property that the Borrower leases in Richmond, Virginia.
The  Borrower  acknowledges  and  agrees  that if such  landlord  waiver  is not
delivered to the Agent before the end of such 30-day period,  then the Agent may
at its discretion, pursuant to the provisions of the Loan Agreement, establish a
reserve from Availability.

         3.3 No Other Waiver. The execution,  delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Agent or the Lenders under the Loan Documents,
nor constitute a waiver of any provisions of the Loan Documents.

         3.4 Governing Law. This Amendment is to be construed in accordance with
and governed by the internal  laws of the State of  California  (as permitted by
Section 1646.5 of the California Civil Code or any similar successor  provision)
without giving effect to any choice of law rule that would cause the application
of the laws of any  jurisdiction  other than the  internal  laws of the State of
California to the rights and duties of the parties.

         3.5 Binding  Effect.  This  Amendment  shall be binding  upon and shall
inure  to the  benefit  of the  parties  hereto  and  each of  their  respective
successors and assigns.

         3.6 Entire Agreement. This Amendment,  together with the Loan Agreement
and the other Loan Documents, contains the entire and exclusive agreement of the
parties hereto with reference to the matters  discussed herein and therein,  and
cannot be amended,  modified or supplemented  except by an instrument in writing
executed by each party hereto.  This  Amendment  supersedes all prior drafts and
communications  between the parties with respect to the subject matter addressed
herein.
<PAGE>

         3.7  Severability.  If any term or provision of this Amendment shall be
deemed  prohibited by or invalid under any applicable  law, such provision shall
be invalidated  without affecting the remaining  provisions of this Amendment or
the Loan Agreement, respectively.

         3.8  Costs and  Expenses;  Further  Assurances.  Without  limiting  any
provisions  of any of the Loan  Documents:  (i) the  Borrower  agrees  to pay on
demand  all costs and  expenses  of the Agent  and the  Lenders  (including  the
reasonable costs (estimated at approximately $38,900) of that certain Collateral
appraisal being conducted  concurrently  with the preparation of this Amendment)
in connection with the preparation,  execution, delivery and enforcement of this
Amendment,  including,  without limitation,  the reasonable fees and expenses of
counsel for the Agent with respect thereto and with respect to advising Agent as
to its rights and responsibilities  hereunder;  and (ii) the Borrower, the Agent
and the Lenders agree to execute and deliver such  instruments and documents and
take such other action as shall be reasonably necessary or advisable in order to
carry out the intent of this Amendment.

         3.9 References to Loan Agreement and Loan Documents. From and after the
effectiveness  of this Amendment,  all references in the Loan Agreement to "this
Agreement",  "hereof",  "herein",  and similar terms shall mean and refer to the
Loan Agreement as certain provisions thereof are amended or supplemented by this
Amendment,  and all references in other  documents to the Loan  Agreement  shall
mean such agreement as certain provisions thereof are amended or supplemented by
this Amendment.  From and after the  effectiveness  of this Amendment,  the term
"Loan  Documents"  (as defined in the Loan  Agreement)  shall include the Parent
Guaranty and the MOCA Guaranty.  The Loan Agreement and the other Loan Documents
are hereby ratified and confirmed and, except as herein otherwise agreed, remain
unmodified and in full force and effect.

         3.10  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.



<PAGE>


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

                                   "BORROWER"

                                 Merisel Americas, Inc., a Delaware corporation



                      By:_______________________________________________________
                      Name:_____________________________________________________
                      Title:____________________________________________________

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



                                     "AGENT"

                      Bank of America,  National Association, as the Agent



                      By:_______________________________________________________
                      Name:_____________________________________________________
                      Title:____________________________________________________

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




<PAGE>



                                    "LENDERS"

                      Bank of America, National Association, as a Lender



                      By:_______________________________________________________
                      Name:_____________________________________________________
                      Title:____________________________________________________

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



                      Congress Financial Corporation, as a Lender



                      By:_______________________________________________________
                      Name:_____________________________________________________
                      Title:____________________________________________________
                      Address:             ________________

                      Telecopy No.:        (___) ___________