AMENDMENTS TO SECURITIZATION AGREEMENTS

                  AMENDMENTS TO SECURITIZATION AGREEMENTS,  dated as of December
19, 1997,  among MERISEL  AMERICAS,  INC ("Merisel  Americas"),  MERISEL CAPITAL
FUNDING,  INC.  ("Merisel Capital  Funding"),  REDWOOD  RECEIVABLES  CORPORATION
("Redwood") and GENERAL ELECTRIC CAPITAL CORPORATION ("GECC").

                  WHEREAS,  Merisel  Americas,  as originator (in such capacity,
the  "Originator"),  and Merisel  Capital  Funding are parties to an Amended and
Restated  Receivables  Transfer  Agreement,  dated as of September  27, 1996, as
amended  by  Amendment  No. 1,  dated as of  November  7,  1996  (the  "Transfer
Agreement");

                  WHEREAS,  Merisel  Funding,  as seller (in such capacity,  the
"Seller"),  Redwood as purchaser (in such capacity,  the "Purchaser"),  GECC, 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 on November 7, 1996 (the "Purchase Agreement");

                  WHEREAS,  Redwood  and GECC,  in its  capacity  as  Collateral
Agent,  Letter of Credit  Provider (in such  capacity,  the "LOC  Provider") and
Letter of Credit  Agent (in such  capacity,  the "LOC  Agent")  are parties to a
Second Amended and Restated Letter of Credit Reimbursement  Agreement,  dated as
of June 29, 1995 (the "Reimbursement Agreement"), and Redwood, the LOC Agent and
the LOC Provider are parties to a Reimbursement  Agreement Supplement,  dated as
of  October  2, 1995 (the "RFC  Supplement,"  and,  together  with the  Transfer
Agreement,  the Purchase  Agreement,  the  Reimbursement  Agreement  and the RFC
Supplement, the "Securitization Agreements"); and

                  WHEREAS, the parties hereto desire to amend the Securitization
Agreements (such amendment 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:


<PAGE>


                                    ARTICLE I
                                   DEFINITIONS

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

                                   ARTICLE II
                           AMENDMENT NO. 1 TO ANNEX X

                  Section  2.1  Amendment  to  Annex X.  (a) The  definition  of
"Purchase  Discount  Rate" in Annex X is hereby  amended by replacing the amount
set forth in clause (b) thereof with "20%".

                  (b) The following definitions are hereby added:

                           "Restructuring  Costs" means the transaction  charges
                  related to (i) the indebtedness that was refinanced or retired
                  in connection with the issuance of the Stonington  Convertible
                  Note and (ii) the  conversion  of the  Stonington  Convertible
                  Note  into  common  stock of the  Parent,  including,  without
                  limitation,  printing costs,  fees and expenses for attorneys,
                  accountants and investment advisory services, unamortized debt
                  placement  fees,   up-front  fees,   contingent  payments  and
                  make-whole  payments,  which with  respect to the third fiscal
                  quarter  of  1997,  were   approximately   $9,324,000  in  the
                  aggregate.

                           "Stonington  Convertible  Note"  means  that  certain
                  Convertible  Promissory Note, dated September 19, 1997, issued
                  by the Parent and the Originator, as amended.

                                   ARTICLE III
                      AMENDMENT NO. 2 TO PURCHASE AGREEMENT

                  Section 3.1       Amendment to Section 2.02(b).

                  (a) Section 2.02(b) is hereby amended by adding the following
sentence at the end thereof:

                  "In the event that the Purchaser  gives notice that it intends
                  to  terminate  the Maximum  Purchase  Limit under this Section
                  2.02(b) and such termination is to be effective on or prior to
                  October 31, 1998, a condition precedent to such termination is
                  the receipt by the Purchaser of a prepayment fee in the amount
                  of $750,000."

                  Section 3.2 Amendment to Section  5.01(a).  Section 5.01(a) of
the  Purchase  Agreement  is hereby  amended by adding  the phrase  "(including,
without  limitation,  the financial covenants set forth in Exhibit H)" after the
word "Agreement" the second time such word appears in Section 5.01(a).

                  Section 3.3  Amendment  to Section  5.02.  Section 5.02 of the
Purchase  Agreement is hereby  amended by adding the following  paragraph (k) at
the end thereof:


<PAGE>



                           "(k)  a  report   showing  the   computation  of  the
                  financial  covenants contained in Exhibit H which report shall
                  accompany the financial  statements and  certifications  to be
                  delivered pursuant to Section 5.02(c) and Section 5.02(e)."

                  Section 3.4  Amendment to Schedule 3.  Schedule 3 of the
                  Purchase Agreement by


                  (i) deleting the definition of "Daily Margin" and substituting
therefor the following definition of "Daily Margin":

                           "'Daily  Margin'  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 Seller 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%


<PAGE>



                  The Daily Margin shall be determined by reference to the Daily
                  Margin  Interest  Coverage  Ratio 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  Seller
                  demonstrating  the  computation  of the Daily Margin  Interest
                  Coverage  Ratio 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.

                  (ii) adding the following definition:

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

                  Section 3.5  Amendment to Exhibit H.  Exhibit H of the
Purchase Agreement is amended by:

                  (a)  deleting  the chart as it  appears  in such  Exhibit  and
substituting in lieu thereof the following chart:


<PAGE>


                               FINANCIAL COVENANTS

                  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, (ii) shall be calculated on a quarterly basis and
(iii) with  respect to any period of four fiscal  quarters  that ends before the
Fourth  Quarter of 1998 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 the  foregoing  clause  (iii)  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.


Covenant                   Level                                      Convenant
---------                  -----                                      ---------
I.       Parent            Fixed Charge Coverage Ratio (minimum)

                           Fourth Quarter of 1997                    1.0 to 1.0
                           First Quarter of 1998                     1.0 to 1.0
                           Second Quarter of 1998                    1.0 to 1.0
                           Third Quarter of 1998                     1.0 to 1.0
                           Fourth Quarter of 1998                    1.1 to 1.0
                           and each quarter thereafter

                           Interest Coverage Ratio (minimum)

                           Fourth Quarter of 1997                    1.1 to 1.0
                           First Quarter of 1998                     1.1 to 1.0
                           Second Quarter of 1998                    1.15 to 1.0
                           Third Quarter of 1998                     1.25 to 1.0
                           Fourth Quarter of 1998                    1.40 to 1.0
                           and each quarter thereafter

II.      Seller            Net Worth Percentage (minimum)                15%


<PAGE>



III.     Parent            Tangible Net Worth (minimum)      $125,000,000
                                                             (commencing
                                                             1/3/1998)plus the
                                                             greater of 85% of
                                                             Net Income and zero

                           (b) The definition of Fixed Charges is hereby amended
and restated to read:

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

                  (c)  adding the following definitions immediately after the
definition of "Funded Debt";

                                    "'Interest   Coverage  Ratio'"  means,  with
                           respect   to  any   Person   and   its   consolidated
                           subsidiaries for any period,  the ratio of (i) EBITDA
                           to (ii) Cash Interest Expense on all Funded Debt.

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


<PAGE>


                                   ARTICLE IV
                      AMENDMENT NO. 2 TO TRANSFER AGREEMENT

                  Section  4.1   Amendment  to  Section  6.04  of  the  Transfer
Agreement.  Section 6.04 is hereby amended by adding the following phrase, which
phrase shall appear immediately after the word "indirectly":

                  ",including, without limitation, by exercising any rights
under the Subordinated Note".

                                    ARTICLE V
                       AMENDMENT NO. 1 TO RFC SUPPLEMENT.

                  Section  5.1  Amendment  to  the  RFC   Supplement.   The  RFC
Supplement is hereby  amended by deleting  "20%" as the LOC Draw  Percentage and
substituting in lieu thereof "25%."

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

                  Section 6.1. 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
and Liquidity Loan 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  (A) 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,  (B) 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 and (C) that each of the  representations  and warranties  made by the
Seller and the Servicer in these  Amendments  is true and correct as of the date
hereof.

                  (c) the opinion of Skadden,  Arps, Slate,  Meagher & Flom LLP,
in  form  and  substance  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 to execute the  Amendments  in respect of the  Purchase  Agreement  and
Transfer Agreement,  (iii) the due authorization,  execution and delivery of the
Amendments in respect of the Purchase  Agreement  and the Transfer  Agreement by
the Seller and Servicer,  (iv) the  enforceability of the Amendments against the
Seller and Servicer and (v) that the execution and delivery of the Amendments in
respect  of the  Purchase  Agreement  and the  Transfer  Agreement  (A) does not
conflict  with the  organizational  documents  of the Seller or Servicer and (B)
does not violate or  constitute a default  under any material  agreements of the
Seller or Servicer.


<PAGE>



                  (d) evidence, in form reasonably satisfactory to the Operating
Agent, of the conversion of the Stonington Convertible Note.

                  (d)  such  other  approvals,  opinions  or  documents  as  the
Collateral Agent, the Liquidity Agent, the LOC Agent, or the Operating Agent may
reasonably request.

                                   ARTICLE VII
                     SELLER'S AND SERVICER'S REPRESENTATIONS
                                 AND WARRANTIES

                  SECTION  7.1  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; and

                           (c)       after giving effect to the amendments
referred to herein, there does not exist any Termination Event.

                                  ARTICLE VIII
                                  MISCELLANEOUS

                  SECTION 8.1 Confirmation of Securitization Agreements. Each of
the Seller and the Servicer agree that,  except for the specific  amendments set
forth 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 Purchase  Agreement,  Annex X, the  Reimbursement
Agreement and the RFC  Supplement to "this  Agreement"  and in each of the other
documents to be executed in connection  therewith to the  "Purchase  Agreement,"
"Annex X," the "Reimbursement  Agreement," and the "RFC Supplement," as the case
may be, shall mean such respective  agreement as amended by these Amendments and
as each such  agreement may be hereinafter  amended or restated.  Nothing herein
shall  obligate 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 8.2 Waiver by the  Seller.  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.


<PAGE>



                  SECTION 8.3 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 8.4 Governing Law. These  Amendments shall be governed
by, and construed in accordance with, California law.

                  SECTION 8.5 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 Securitization  Agreements shall
be amended by these Amendments, effective as of the date hereof.



<PAGE>





                  IN WITNESS WHEREOF, the Seller, the Servicer,  the Originator,
the Collateral  Agent,  the Operating  Agent, the Liquidity Agent, the LOC 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 LOC Agent and LOC Provider


                          By:__________________________
                                     Title:
                                      Name:

                        REDWOOD RECEIVABLES CORPORATION,
                                    as Purchaser


                         By:___________________________
                                     Title:
                                      Name: