AMENDMENTS TO SECURITIZATION AGREEMENTS AND WAIVER

                  AMENDMENTS TO SECURITIZATION AGREEMENTS AND WAIVER, dated as
of March 10, 2000 (these  "Amendments")  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 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,  Amendment  No. 2, dated as of December 19, 1997 and Amendment
No. 3, dated as of July 31, 1998 (the "MAI 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,  Amendment No. 4, dated as of February 22, 1999, Amendment No. 5,
dated as of May 12, 1999 and  Amendment  No. 6, dated as of August 13, 1999 (the
"Purchase Agreement");

                  WHEREAS,  Redwood and GE Capital,  as liquidity agent (in such
capacity,  the "Liquidity  Agent"),  Operating  Agent and  Collateral  Agent are
parties to a Liquidity Loan  Agreement,  dated as of October 2, 1995, as amended
by Amendment No. 1, dated as of July 31, 1998 (the "Liquidity Loan Agreement");

                  WHEREAS,  definitions  and  interpretations  of  the  Purchase
Agreement and the Transfer Agreement are set forth in Annex X thereto,  dated as
of September  27, 1996, as amended  ("Annex X," and,  together with the Purchase
Agreement,  the MAI Transfer  Agreement and the Liquidity  Loan  Agreement,  the
"Securitization Agreements"); and

                  WHEREAS, the parties hereto desire to amend the Securitization
Agreements   (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:
<PAGE>

ARTICLE I : DEFINITIONS

SECTION 1.1 All capitalized  terms used herein,  unless otherwise  defined,  are
used as defined in the Purchase Agreement.

ARTICLE II : AMENDMENT NO. 7 TO PURCHASE AGREEMENT

SECTION 2.1       The Purchase Agreement is hereby amended by adding Exhibit K
to read as set forth in Annex 1 to this Amendment.

SECTION 2.2 Recital E of the Purchase Agreement is hereby amended by:

                           (i) adding the symbol "(i)" between the second set of
                               the  words  "to" and  "the"  which  appear in the
                               second line therein;

                           (ii)inserting  the  acronym  "MAI"  before  the  word
                               "Transfer"   which  appears  in  the  third  line
                               therein;

                           (iii)  deleting  the  words  "the   Originator"   and
                               substituting    therefor   the   words   "Merisel
                               Americas, Inc."; and

                           (iv)adding the phrase "(ii) the  Receivable  Transfer
                               Agreement,  dated as of March 10,  2000,  between
                               MOCA and MCF, as amended or amended and  restated
                               from   time   to   time   (the   "MOCA   Transfer
                               Agreement"),  and (iii)  such  other  receivables
                               transfer  agreement  between the  Purchaser and a
                               Subsidiary  of Merisel,  Inc.,  as may be entered
                               into  from  time  to  time  and  approved  by the
                               Operating   Agent  and   Collateral   Agent  (the
                               "Additional  Transfer  Agreement,"  and  together
                               with  the MAI  Transfer  Agreement  and the  MOCA
                               Transfer  Agreement,  the "Transfer  Agreement")"
                               after  the word  "Seller"  which  appears  in the
                               final line therein.

SECTION 2.3 Recital I of the Purchase  Agreement  is hereby  amended by deleting
the  words  "the  Originator"  and  substituting  therefor  the  words  "Merisel
Americas, Inc.".

SECTION 2.4       Section 2.03(a) of the Purchase Agreement is hereby amended
                  by:

                           (i) deleting  the word  "the"  which  appears  in the
                               fourth line therein and substituting therefor the
                               word "each"; and

                           (ii)deleting  the word  "the"  which  appears  in the
                               thirteenth  line  therein  after the word "under"
                               and substituting therefor the word "each".
<PAGE>

SECTION 2.5 Section  2.04(d) of the Purchase  Agreement is hereby amended by (i)
replacing the word "the" before the word  "Originator" in the first line thereof
and  substituting  therefor the word "either" and (ii)  replacing the word "the"
before the word "Transfer" in the second line thereof and substituting  therefor
the word "either".

SECTION 2.6       Section 2.08 of the Purchase Agreement is hereby amended by
changing the reference to 3:00 p.m.to 1:00 p.m.

SECTION 2.7       Section 4.01(q) of the Purchase Agreement is hereby amended
                  by:

                            (i)adding the phrase  "only with  respect  to" after
                               the word "and" and before the word "those";

                           (ii)deleting   the   words   "the   Originator"   and
                               substituting    therefor   the   words   "Merisel
                               Americas, Inc."; and

                           (iii)  inserting  the acronym  "MAI"  before the word
                               "Transfer"   which  appears  in  the  fifth  line
                               therein.

SECTION 2.8 Section 4.01(u) of the Purchase Agreement is amended by changing the
word "the" that appears before the word  "Transfer" in the eleventh line of such
definition to the word "any".

SECTION 2.9 Section 4.01(v) of the Purchase Agreement is amended by changing the
word "the" that appears  before the word  "Transfer"  in the second line of such
definition to the word "any".

SECTION 2.10 Section  4.01(bb) of the  Purchase  Agreement is hereby  amended by
deleting each occurrence of the words "the Originator" and substituting therefor
the words "Merisel Americas, Inc."

SECTION 2.11      Section 5.02 of the Purchase Agreement is hereby amended by:

                           (i) deleting the word "and" after subclause (j);

                           (ii)striking  the  period  after  subclause  (k)  and
                               adding a semi-colon and the word "and"; and

                           (ii)adding subclause (l) to read as follows:

                           "as soon as available, a Weekly Availability Report
                           in the Form of Exhibit K.
<PAGE>

SECTION 2.12      Section 5.02(a) of the Purchase Agreement is amended and
restated to read as follows:

                            (a)an  Investment  Base  Certificate  in the form of
                               Exhibit C weekly,  as soon as  available,  and in
                               any event  within three  Business  Days after the
                               end of each week,  no later  than 11:00 a.m.  New
                               York time on the day required.

SECTION 2.13 Section  5.03(h)(i) of the Purchase  Agreement is hereby amended by
(i)  replacing  the word "the" before the word  "Originator"  in the second line
thereof and  substituting  therefor the word  "either",  (ii) replacing the word
"the"  before the word  "Transfer"  in the third line  thereof and  substituting
therefor the word  "either" and (iii)  replacing  the word "the" before the word
"Subordinated"  in the third line  thereof and  substituting  therefor  the word
"either".

SECTION 2.14       Section 6.02(a) of the Purchase Agreement is amended by
changing the reference to 10:00 a.m.to 1:00 p.m.

SECTION 2.15 Section  6.02(a)(vi) of the Purchase Agreement is hereby amended by
(i) replacing the word "the Originator" before the word "made" in the first line
thereof and  substituting  therefor the words  "Merisel  Americas,  Inc.",  (ii)
inserting the acronym "MAI" before the word "Transfer" in the third line thereof
and (iii)  replacing  the words  "the  Originator"  before the word "for" in the
fourth line  thereof and  substituting  therefor  the words  "Merisel  Americas,
Inc.".

SECTION 2.16      Section 6.03 of the Purchase Agreement is amended to changing
the reference to 12:00 p.m. to 1:00 p.m.

SECTION  2.17  Section  7.04 of the  Purchase  Agreement  is hereby  amended  by
deleting the words "the Originator" after the word "is" and before the word "or"
and substituting therefor the words "Merisel Americas, Inc.".

SECTION 2.18  Section  7.06(f) of the  Purchase  Agreement is hereby  amended by
inserting the acronym "MAI before the word "Transfer" in the third line thereof.

SECTION 2.19  Section  8.01(b) of the  Purchase  Agreement is hereby  amended by
deleting the word "the" which appears in the first line therein and substituting
therefor the words "each".

SECTION 2.20      Section 9.01 of the Purchase Agreement is hereby amended by:

                            (i)adding the word "or" after subclause (w); and

                           (ii)adding subclause (x) to read as follows:
<PAGE>

                           "if the non-consolidation  opinion of special counsel
                  to Merisel  Americas  between Merisel  Americas,  Inc. and the
                  Seller,  in form and substance  satisfactory  to the Operating
                  Agent and its counsel is not received by the  Operating  Agent
                  within  60 days of the  effective  date of the  Amendments  to
                  Securitization  Agreements  and Waiver,  dated as of March 10,
                  2000, among Merisel Americas, Inc., the Seller, the Purchaser,
                  the Collateral Agent and the Operating Agent.

SECTION 2.21 Section  14.03(a) of the  Purchase  Agreement is hereby  amended by
deleting the phrase "after a termination event".

SECTION 2.22      Schedule 3 of the Purchase Agreement 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 Fixed Charge  Coverage  Ratio for the most recent
                  four fiscal quarters of the Parent for which financial results
                  are  required to be delivered  pursuant to Section  5.02(c) or
                  (e),  as the case may be, of this  Agreement  ended on or most
                  recently prior to such date as set forth below:

                                                   MARGIN LEVEL
                  Daily Margin                                      Reference
                  Fixed Charge Coverage Ratio                       Percentage
                  Level I                                             3.00%
                           Less than or equal to 0.40 x
                  Level II                                            2.25%
                           Greater than 0.40 x, but less than or equal to
                           0.70 x
                  Level III                                            1.75%
                           Greater than 0.70 x, but less than or equal to
                           1.00 x
                  Level IV                                             1.00%
                           Greater than 1.00 x

                  The  Daily  Margin  shall  be  (i)  calculated  for  the  four
                  preceding  fiscal  quarters of the Parent for which  financial
                  results are required to be delivered  pursuant to Section 5.02

<PAGE>

                  (c) or (e),  as the case may be,  of this  Agreement  and (ii)
                  determined  by  reference  to the Daily  Margin  Fixed  Charge
                  Coverage Ratio in effect from time to time; provided, that (A)
                  no change in the Daily Margin  shall be effective  until three
                  Business Days 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 Fixed Charge  Coverage  Ratio,  (B) if the
                  Operating  Agent  and the  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 by 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;  and (C) until May 15, 2000, the Daily Margin
                  shall be determined by reference to Level II; and

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

                           "Daily Margin Fixed Charge  Coverage Ratio" means the
                  Fixed Charge  Coverage Ratio then in effect in accordance with
                  Exhibit H.

SECTION 2.23      Schedule 7 of the Purchase Agreement is hereby amended by
adding subclause 7 to read as follows:

                  "Receivables Transfer Agreement
                  Dated as of March 10, 2000
                  Merisel Capital Funding, Inc. as Buyer
                  MOCA, as Seller".

SECTION 2.24 Exhibit H of the Purchase  Agreement is hereby amended and restated
in its entirety to read as follows:

                           (a) 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  for which  financial  results  are  required  to be
                  delivered  pursuant to Section 5.02(c) or (e), as the case may
                  be,  of this  Agreement,  and (ii)  shall be  calculated  on a
                  quarterly basis. 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
                  securitization   of  assets  of  the  Parent  or  any  of  its
                  Subsidiaries   and  principal  of  such  securities  and  Cash
                  Interest  Expense shall include any payments or  distributions
                  in respect of interest on such  securities.  The Fixed  Charge
                  Coverage   Ratio,   Minimum  EBITDA  and  Tangible  Net  Worth
                  covenants with respect to any four fiscal  quarters (i) ending
                  before the Second  Quarter of 2000 are to be  calculated  on a
                  pro-forma basis excluding the reserve of $21 million  relating
                  to the loss  recorded  by the  Parent in  connection  with the

<PAGE>

                  Turnberry   Settlement  (except  to  the  extent  of  any  net
                  insurance  proceeds,  if any, collected in connection with the
                  Turnberry Settlement) and (ii) ending before the First Quarter
                  of 2001 are to be  calculated  on a pro forma basis  excluding
                  $10 million  relating to the  restructuring  plan announced by
                  the Parent in the Fourth Quarter of 1999.



                          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                  0.40 to 1.00
                          Fourth Quarter of 1999                 0.45 to 1.00
                          First Quarter of 2000                  0.35 to 1.00
                          Second Quarter of 2000                 0.45 to 1.00
                          Third Quarter of 2000                  0.70 to 1.00
                          Fourth Quarter of 2000                 1.00 to 1.00
                          Each Quarter Thereafter                1.10 to 1.00
II.        Seller         Net Worth Percentage (minimum)         15%
III.       Parent         Tangible Net Worth                     Covenant Level


                          Measurement Period
                          First Quarter of 2000                   $80,000,000

                          Second Quarter of 2000                   75,000,000

1 Commencing with the First Quarter of 2001,  Tangible Net Worth on the last day
of each fiscal quarter shall be not less than the minimum  Tangible Net Worth of
the Parent required  pursuant to this Covenant III for the immediately  prceding
fiscal quarter, plus 50% of Net Income for the fiscal quarter then ended.
<PAGE>

                          Third Quarter of 2000                    80,000,000

                          Fourth Quarter of 2000                   90,000,000

                          Each Quarter Thereafter        90,000,000 plus 50% of
                          (commencing First Quarter       Net Income for fiscal
                           of 2001)1                      quarter then ended

IV.        Parent         Minimum EBITDA                  Covenant Level


                          Measurement Period
                          Third Quarter of 1999                    36,000,000

                          Fourth Quarter of 1999                   35,000,000

                          First Quarter of 2000                    30,000,000

                          Second Quarter of 2000                   35,000,000

                          Third Quarter of 2000                    50,000,000

                          Fourth Quarter of 2000                   65,000,000

                          Each Quarter Thereafter                  85,000,000

                                              [END OF CHART]


                  Capitalized  terms used above and not otherwise  defined below
shall have the meanings specified in Annex X to the Purchase Agreement.

                           "Capital  Expenditures"  means all  payments  for any
         fixed assets or improvements  or for  replacements,  substitutions,  or
         additions  thereto,  which are required to be capitalized in accordance
         with  GAAP,  including,   without  limitation,  any  such  expenditures
         financed by the proceeds  received from the sale of  Receivables  under
         the Transfer  Agreement,  but excluding  expenditures under (i) Capital
         Leases and (ii) financed by the incurrence of Debt (other than pursuant
         to the Inventory Facility).

                           "Cash Interest Expense" means, with respect to the
Parent and its  consolidated  subsidiaries  for any  period,  (i) the sum of the
amount of cash interest  payable on all Debt of the Parent and its  consolidated
Subsidiaries  (other  than  interest  expense  eliminated  in  consolidation  in
accordance with GAAP) and (ii) Redwood Yield, if any, for such Person.
<PAGE>

                           "EBITDA" means, for any Person with respect to any
period,  (a)  consolidated  net  income  of  the  Parent  and  its  consolidated
subsidiaries  for such period,  plus to the extent  deducted in determining  net
income,  (b) the  sum of (i) the  Parent's  and its  consolidated  subsidiaries'
depreciation and  amortization  for such period,  (ii) Cash Interest Expense for
such period,  (iii) any  provision for taxes based on income or profits that was
deducted in  computing  consolidated  net income for such  period,  and (iv) any
other non-cash charges.

                           "Fixed Charges" means, with respect to the Parent's
for any period,  the sum of the following  amounts payable during such period by
the Parent's and its  consolidated  subsidiaries:  (i) Cash Interest  Expense in
respect of Debt; (ii) regularly scheduled principal payments on Funded Debt; and
(iii) cash taxes.

                           "Fixed Charge Coverage Ratio" means with respect to
the Parent  and its  consolidated  subsidiaries,  the ratio of (i) EBTDA to (ii)
Fixed Charges plus Capital Expenditures.

                           "Funded Debt" means, with respect to any Person and
its  consolidated  subsidiaries,  all Debt of such  Person and its  consolidated
subsidiaries  which  by the  terms  of the  agreement  governing  or  instrument
evidencing  such  Debt  matures  more  than  one  year  from or is  directly  or
indirectly renewable or extendable at the option of the debtor under a revolving
credit or similar  agreement  obligating  the lender or lenders to extend credit
over a period  of more  than  one  year  from,  the  date of  creation  thereof,
including current maturities of long-term debt, revolving credit, and short-term
debt  extendable  beyond  one  year  at  the  option  of  such  Person  and  its
consolidated subsidiaries.

                           "Net Income" means, for the Parent with respect to
any  period,  the  consolidated  net income of the  Parent and its  consolidated
subsidiaries.

                           "Net Worth Percentage" means a fraction (expressed
as a  percentage)  (i) the  numerator  of which is the  excess  of  assets  over
liabilities,  each determined in accordance with GAAP on a basis consistent with
the last audited  financial  statements and (ii) the denominator of which is the
Outstanding Balance of Transferred Receivables.

                           "Tangible Net Worth" means, with respect to the
Parent and its consolidated subsidiaries, assets minus liabilities.

ARTICLE III  : AMENDMENT NO. 3 TO ANNEX X

SECTION 3.1       Annex X is hereby amended by:

(i)      adding the following definitions:

                           "MAI Secured  Obligations"  means all  obligations of
                  every  nature of the  Originator  now or  hereafter  existing,
                  under the MAI Transfer  Agreement and any  promissory  note or
                  other  document  or  instrument  delivered  pursuant  to  such

<PAGE>

                  documents, and all amendments, extensions or renewals thereof,
                  whether for principal,  interest, fees, expenses or otherwise,
                  whether  now  existing  or  hereafter  arising,  voluntary  or
                  involuntary,  whether or not jointly owed with others,  direct
                  or   indirect,   absolute   or   contingent,   liquidated   or
                  unliquidated,  and whether or not from time to time  decreased
                  or extinguished and later  increased,  created or incurred and
                  all or any portion of such  obligations  that are paid, to the
                  extent all or any part of such payment is avoided or recovered
                  directly or indirectly  from MCF as a  preference,  fraudulent
                  transfer to otherwise.

                           "MAI Subordinated  Note" has the meaning specified in
                  Section 2.01(c) of the MAI Transfer Agreement.

                           "MAI Transfer Agreement" means the Amended and
                  Restated  Receivables  Transfer  Agreement,  dated as of
                  September  27, 1996 as amended by Amendment  No. 1,  Amendment
                  No. 2 and Amendment No. 3, as amended or amended and restated
                  from time to time, between Merisel Americas, Inc. and MCF.

                           "MOCA" means Merisel Open Computing Alliance, Inc. a
                  Delaware corporation.

                           "MOCA Effective Date" means the effective date of the
                  MOCA Transfer Agreement.

                           "MOCA Secured  Obligations"  means all obligations of
                  every  nature of the  Originator  now or  hereafter  existing,
                  under the MOCA Transfer  Agreement and any promissory  note or
                  other  document  or  instrument  delivered  pursuant  to  such
                  documents, and all amendments, extensions or renewals thereof,
                  whether for principal,  interest, fees, expenses or otherwise,
                  whether  now  existing  or  hereafter  arising,  voluntary  or
                  involuntary,  whether or not jointly owed with others,  direct
                  or   indirect,   absolute   or   contingent,   liquidated   or
                  unliquidated,  and whether or not from time to time  decreased
                  or extinguished and later  increased,  created or incurred and
                  all or any portion of such  obligations  that are paid, to the
                  extent all or any part of such payment is avoided or recovered
                  directly or indirectly  from MCF as a  preference,  fraudulent
                  transfer or otherwise.

                           "MOCA Subordinated Note" has the meaning specified in
                  Section 2.01(c) of the MOCA Transfer Agreement.

                           "MOCA  Transfer   Agreement"  means  the  Receivables
                  Transfer Agreement,  dated as of March 10, 2000, as amended or
                  amended and restated from time to time, between MOCA and MCF.

                           "Net Worth Percentage" means a fraction (expressed as
                  a  percentage)  (i) the  numerator  of which is the  excess of
                  assets over  liabilities,  each  determined in accordance with

<PAGE>

                  GAAP on a basis  consistent  with the last  audited  financial
                  statements   and  (ii)  the   denominator   of  which  is  the
                  Outstanding Balance of Transferred Receivables.

(ii) adding the following text to the cover of Annex X after the date "September
27, 1996":

                                      "AND

                            RECEIVABLES TRANSFER AGREEMENT

                                    Dated as of

                                   March 10, 2000".
<PAGE>

(iii) amending the definition of "Adjusted  Generated  Receivables"  by deleting
the word "the" before the word  "Originator" and substituting  therefor the word
"each".

(iv) the  definition of "Contract" is hereby  amended (i) deleting the words "an
Obligor" in the second line  hereof and  replacing  such words with the words "a
Person" and (ii)  deleting  the words "such  Obligor" in the second line thereof
and replacing such words with the words "such Person".

(v) amending the definition of "Contributed Receivable" by inserting the acronym
"MAI" before the word "Transfer" and after the word "the".

(vi) amending the definition of "Credit and Collection Policies" by deleting the
word "the"  before the word  "Originator"  and  substituting  therefor  the word
"each".

(vii) amending the  definition of "Effective  Date" by adding the phrase "(i) in
the case of MAI," after the word "means" and the phrase "and (ii) in the case of
MOCA, the date of the MOCA Transfer Agreement" after the word "Agreement".

(viii)  amending the definition of "Eligible  Receivable" by (a) adding the word
"applicable"  before the word  "Transfer"  after the word "the" in subclause (e)
and (b)  amending and  restating  subclause  (f) to read as follows:  "(f) which
complies with such other criteria and  requirements  as the Operating  Agent may
from time to time  specify to the Seller or the  Originator  upon prior  written
notice and in its reasonable credit discretion.

(ix) amending the definition of "MCF" by deleting the phrase "as a purchaser and
transferee  of  Transferred  Receivables  under the Transfer  Agreement  and the
Seller under the Purchase  Agreement" and substituting  therefor the phrase ", a
Delaware corporation".

(x) amending the definition of "Obligor" by (i) deleting the words "this Section
1" and  substituting  therefor the words" Annex X" and (ii) inserting at the end
thereof the following sentence.

                                    "Unless otherwise stated, the term "Obligor"
                  of any  Receivable  refers to both the  Original  Obligor that
                  owes such  Receivable  and,  if  applicable,  the  Floor  Plan
                  Obligor that finances, or may finance, such Receivable."
<PAGE>

(xi)  amending the  definition of "Orders" by deleting the word "the" before the
word "Transfer" and substituting therefor the word "each".

(xii) amending the definition of "Original  Obligor" by deleting the words "this
Section 1" and substituting therefor the words" Annex X".

(xiii)  amending the definition of "Proceeds" by adding the following at the end
thereof: "Provided that returned goods, for all purposes other than Section 2.02
of each  Transfer  Agreement  and  Section  8.01 of the  Purchase  Agreement  or
inventory shall not constitute  Proceeds to the extent the Billed Amount thereof
less all  collections  thereof have been paid to MCF in accordance  with Section
4.04 of either Transfer Agreement."

(xiv) amending the definition of "Originator" by deleting the word  "initially",
adding the phrase  "(ii)  Merisel  Open  Computing  Alliance,  Inc.,  a Delaware
corporation,"  after the word "and" and before the symbol  "(ii)",  and deleting
the symbol "(ii)" and substituting therefor the symbol "(iii)".

(xv) amending the  definition  of "Purchase  Agreement" by adding the phrase "as
the same may be amended from time to time" after the word "Servicer".

(xvi)    amending and restating the definition of "Receivable" to read as
         follows:

                                    "Receivable" means

                                    (a)   indebtedness   of  a  Person  (whether
                  constituting an account,  chattel paper, instrument or general
                  intangible)  arising from the sale by an  Originator of goods,
                  merchandise or inventory to such Person or the provision by an
                  Originator of services,  related to the processing of payments
                  for a Person,  including  the right to payment of any interest
                  or finance  charges and other  obligations of such Person with
                  respect  thereto  including,   without  limitation,   (i)  the
                  indebtedness  of any Person under an agreement  (including  an
                  invoice), pursuant to which such Person is obligated to pay an
                  Originator  from  time  to  time,   arising  from  a  sale  of
                  merchandise by an Originator to such Person, including without
                  limitation any such indebtedness  which may be financed by any
                  other Person,  and (ii) the indebtedness of any Person arising
                  from the sale by the Originator of any  indebtedness  referred
                  to in clause (i) above to such Person  under the  agreement or
                  arrangement  of  the  type  described  in  clause  (c)  hereof
                  relating to such indebtedness.

                                    (b) all  security  interests  or  liens  and
                  property  subject  thereto  from  time  to  time  securing  or
                  purporting to secure  payment by such Person;  provided  that,
                  except  for the  purposes  of  Section  2.02 of each  Transfer
                  Agreement  and Section  8.01 of the  Purchase  Agreement,  (i)
                  Returned  Goods (as  defined in the  Intercreditor  Agreement)
                  therein  ceases to exist and (ii) returned  goods or inventory
                  related to an Originator  shall not  constitute a "Receivable"

<PAGE>

                  to the extent the Billed Amount of the  Receivable  created in
                  connection  with the sale of such goods or inventory  less all
                  Collections  thereon have been paid to MCF in accordance  with
                  Section 4.04 of the relevant Transfer Agreement.

                           (c)  all  rights  under  any  floor  plan  repurchase
                  agreements,   repurchase   agreements,   inventory   financing
                  agreements,   and  other  floor  plan   agreements,   and  all
                  guarantees,  indemnities and warranties and proceeds  thereof,
                  proceeds of insurance policies, financing statements and other
                  agreements or arrangement of whatever character,  in each case
                  from  time to time  supporting  or  securing  payment  of such
                  Receivable  whether  pursuant to the contract  related to such
                  Receivable or otherwise.

                           (d) all Collections with respect to any of the
                               foregoing.

                           (e) all Records with respect to any of the foregoing;
                               and

                           (f) all Proceeds of any of the foregoing."

Notwithstanding  anything to the contrary expressed or implied by the foregoing,
indebtedness or other obligations of a vendor or seller of merchandise, goods or
inventory  relating  to  credits,  discounts,  rebates,  refunds  and  incentive
payments shall be excluded from this definition of "Receivable".

(xvii) amending the definition of "Related Documents" by deleting the word "the"
 before the word "Transfer" and substituting therefor the word "each".

(xviii)           amending and restating the definition of "Reserves" to read as
 follows:

                  "Reserves"  means,  for any day, the sum of the  Concentration
                  Discount  Amount,  the Defective  Goods  Reserve,  the Refused
                  Shipment Reserve,  the Price Protection Reserve and such other
                  reserves as the  Operating  Agent may  establish  from time to
                  time in its reasonable credit discretion.

(xix)   amending  the   definition  of  "Servicer"  by  deleting  the  word  the
"Originator" and substituting therefor the words "Merisel Americas, Inc.".

(xx)  amending  the   definition  of  "Sold   Receivable"  by  adding  the  word
"applicable" before the word "Transfer".

(xxi)    amending and restating the term "Subordinated Note" to read as follows:

                  "Subordinated Note" means, as applicable, the MAI Subordinated
                  Note,  the MOCA  Subordinated  Note,  or a  subordinated  note
                  between MCF and an additional originator as may be approved by
                  the Operating Agent in its sole discretion.
<PAGE>

(xxii)   amending and restating the definition of "Transfer Agreement" it in its
 entirety to read as follows:

                  "means  individually or  collectively,  as the case may be, or
                  the context may require (i) the MAI Transfer  Agreement,  (ii)
                  the MOCA Transfer Agreement,  and (iii) such other receivables
                  transfer  agreement between an Originator and MCF, as shall be
                  approved  by the  Operating  Agent  and as may be  amended  or
                  amended and restated from time to time".

(xxiii)           amending the definition of "Transferred Receivable" by adding
 the word "applicable" before the word "Transfer".

ARTICLE IV  : AMENDMENT NO. 4 TO MAI TRANSFER AGREEMENT

SECTION 4.1       Article I of the MAI Transfer Agreement is hereby amended by
adding Section 1.03 to read as follows:

                  "Definition  of   Receivables,   Transferred   Receivable  and
                  Contract.  Whenever  the  terms  "Receivables",   "Transferred
                  Receivable"  or "Contract"  are used herein,  such terms shall
                  mean  only  those  Receivables,   Transferred  Receivables  or
                  Contract (as such terms are defined in Annex X)  originated by
                  Merisel  Americas,  Inc., and no other  Subsidiary of Merisel,
                  Inc."

SECTION  4.2  Section   2.01(b)  is  amended  by  deleting  the  word  "opening"
immediately  preceding the words "of business" and replacing  such word with the
word "close".

SECTION 4.3       Section 2.01(c) of The MAI Transfer Agreement is hereby
amended by:

(i)                   amending and restating the phrase  "Subordinated  Note" to
                      read "MAI  Subordinated  Note" each time such term is used
                      in the MAI Transfer Agreement.

(ii)                  adding the phrase ", and  provided  further  that,  in any
                      event,  the indebtedness  under the MAI Subordinated  Note
                      shall not be increased on any day if such  increase  would
                      interfere with the transfer of receivables by MOCA to MCF"
                      after the number "15%".

SECTION 4.4       Section 2.02 is amended and restated in its entirety to read:

                                    "(a)  It is the  intention  of  the  parties
                  hereto that each transfer of  Receivables to be made hereunder
                  shall  constitute a purchase and sale,  and not a loan. In the
                  event, however, that a court of competent jurisdiction were to
                  hold that any  transaction  provided for hereby  constitutes a

<PAGE>

                  loan  and not a  purchase  and  sale or for  any  reason  such
                  purchase and sale is not effective, it is the intention of the
                  parties hereto that this Agreement shall constitute a security
                  agreement under  applicable law and that the Originator  shall
                  be deemed to have  granted  to MCF and the  Originator  hereby
                  grants  to MCF for  such  purpose  a first  priority  security
                  interest in all of the Originator's  right, title and interest
                  in, to and under the Receivables transferred hereunder (or any
                  other Receivables which would have been transferred  hereunder
                  if the transactions contemplated hereunder were deemed to be a
                  purchase or sale and not a loan),  all payments of  principal,
                  interest,  fees,  charges  and  indemnities  on or under  such
                  Receivables  and  all  Proceeds  of any  such  Receivables  as
                  security  for the  prompt  payment  or  performance  when due,
                  whether at stated  maturity,  by  acceleration or otherwise of
                  all MAI Secured Obligations.

                           (b) To the extent a Receivable  relates to a returned
                  good or inventory,  the security  interest  granted under this
                  Agreement with respect  thereto shall  terminate and MCF shall
                  automatically  release such security interest immediately upon
                  the  payment  to MCF of the  Billed  Amount of the  Receivable
                  relating  to  such  returned   good  or  inventory   less  all
                  Collections  thereon in  accordance  with Section 4.04 of this
                  Agreement  and MCF shall,  at the  request of the  Originator,
                  provide  such  additional   documentation   requested  by  the
                  Originator to evidence such release of the security interest."
<PAGE>

SECTION 4.5 Section  4.01(a)(ii)  is hereby  amended by  inserting  the text "to
which it is a party" immediately following the words "Related Documents".

SECTION 4.6 Sections 4.01(a)(ii) through 4.01(a)(v) and Sections  4.01(a)(viii),
4.01(a)(xiv)  and 4.01(b)(xv) are each hereby amended by inserting the words "to
which it is a party" immediately following each occurrence of the words "Related
Documents".

SECTION 4.7 Section  4.01(a)(xxiii)  is hereby  amended by deleting the text "G"
immediately  following the word  "Regulations"  and replacing such text with the
text "T".

SECTION 4.8 Section  4.02(d)(i)  is hereby  amended by  inserting  the words "to
which it is a party" immediately following the words "Related Documents".

SECTION 4.9       Section 4.02(d)(ii) is hereby amended by replacing the words
"the Seller" with the text "MCF".

SECTION  4.10 Section  4.02(k)(iii)  is hereby  amended by  inserting  the words
"Merisel Open  Computing  Alliance,  Inc. and"  immediately  following the words
"Receivables from the Originator and".

SECTION 4.11 Section  4.02(n) is hereby amended by inserting the words "to which
the Originator is a party"  immediately  following each  occurrence of the words
"Related Documents".

SECTION  4.12 Section  4.04 is hereby  amended by  inserting  the text "(and MCF
shall transfer such  Receivable to the  Originator)"  immediately  following the
words "under the Subordinated Note or both".

SECTION 4.13 Section 5.01 is hereby  amended by deleting each  occurrence of the
text "wilful" and replacing such text with the text "willful" in each instance.

SECTION 4.14 Section  6.03 is hereby  amended by deleting the text  "pursuant to
Sections 4.01, 4.02 and 4.03" and replacing such text with the text "pursuant to
Sections 4.01(b), 4.02(b) and (c) and 4.03 (a), (b) and (c)".


ARTICLE V  : AMENDMENT NO. 2 TO LIQUIDITY LOAN AGREEMENT

SECTION 5.1 Section 1.01 of the Liquidity  Loan  Agreement is hereby  amended by
adding the following definitions:

                           "MAI Transfer Agreement" means the Amended and
                  Restated Receivables Transfer Agreement, dated as of September
                  27, 1996, as amended by Amendment No. 1, Amendment No. 2 and

<PAGE>

                  Amendment No. 3, as amended or amended and restated from time
                  to time, between Merisel Americas, Inc. and MCF.

                           "MOCA" means Merisel Open Computing Alliance, Inc., a
                  Delaware corporation.

                           "MOCA  Transfer   Agreement"  means  the  Receivables
                  Transfer Agreement,  dated as of March 10, 2000, as amended or
                  amended and restated from time to time, between MOCA and MCF.

                           "Transfer  Agreement"  means  collectively,  the  MAI
                  Transfer Agreement and the MOCA Transfer Agreement.

ARTICLE VI : WAIVER OF DEFAULT UNDER PURCHASE AGREEMENT

SECTION 6.1 The Operating Agent, the Collateral Agent and the Purchaser agree to
waive  compliance  with the  financial  covenants  in Exhibit H of the  Purchase
Agreement for the fiscal quarter ended December 31, 1999 and any Incipient Event
or  potential  Termination  Event  resulting  from the  potential  breach of the
Financial  Covenants  contained in Exhibit H of the Purchase  Agreement  for the
fiscal quarter ended December 31, 1999.

ARTICLE VI  : CONDITIONS PRECEDENT

SECTION 7.1 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

<PAGE>

         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), (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 and (v) "true
         sale" opinions covering the transfers from Merisel Americas to Merisel
         Capital Funding and MOCA to Merisel Capital Funding.

(d)      An Officer's  Certificate  in form and  substance  satisfactory  to the
         Operating  Agent  to the  effect  that all of the  representations  and
         warranties in the Transfer  Agreement  and Purchase  Agreement are true
         and correct in all material respects as of the date hereof after giving
         effect to this Amendment No. 7.

(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 and all amounts due and
         owing under the Amendment No. 7 Fee Letter).

(f)      The Operating Agent shall have received written  confirmation  from the
         Rating Agencies that these  Amendments will not result in a withdrawal,
         downgrade or  qualification  of the ratings  assigned to the Commercial
         Paper.

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

SECTION 8.1 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 IX:  MISCELLANEOUS

SECTION 9.1 Confirmation of  Securitization  Agreements.  Each of the Seller and
the Servicer agree that, except for the specific amendments and waiver set forth

<PAGE>

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 Transfer  Agreement to "this Agreement" and in each
of the other  documents to be executed in connection  therewith to the "Transfer
Agreement," shall mean the Transfer Agreement as amended by these Amendments and
as each such agreement may be hereinafter amended or restated. 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 9.2 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.

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. These  Amendments shall be governed by, and construed
in accordance with, California 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 Purchase  Agreement  shall be amended by these
Amendments, effective as of the date of hereof.

                                                       * * *



<PAGE>


                  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:___________________________
                   Title:
                   Name:


                   MERISEL AMERICAS, INC.,
                   as Originator and Servicer


                   By:___________________________
                   Title:
                   Name:


                   GENERAL ELECTRIC CAPITAL CORPORATION,
                   as Operating Agent and Collateral Agent


                   By:___________________________
                   Title:
                   Name:


                   GENERAL ELECTRIC CAPITAL CORPORATION,
                   as Liquidity Agent


                   By:___________________________
                   Title:
                   Name:


                   REDWOOD RECEIVABLES CORPORATION,
                   as Purchaser


                   By:___________________________
                   Title:
                   Name: