RECEIVABLES TRANSFER AGREEMENT



                           Dated as of March 10, 2000





                                 by and between




                      MERISEL OPEN COMPUTING ALLIANCE, INC.




                                       and



                          MERISEL CAPITAL FUNDING, INC.





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                                TABLE OF CONTENTS
                                                                                                        Page


<S>                  <C>                                                                                 <C>

Article I             DEFINITIONS AND INTERPRETATION.......................................................1

         SECTION 1.01               Definitions............................................................1

         SECTION 1.02               Other Terms and Interpretation.........................................1

Article II            TRANSFERS OF RECEIVABLES.............................................................2

         SECTION 2.01               Agreement to Transfer..................................................2

         SECTION 2.02               Grant of Security Interest.............................................3

Article III           CONDITIONS OF SALE...................................................................4

         SECTION 3.01               Conditions Precedent to the Initial Sale...............................4

         SECTION 3.02               Conditions Precedent to All Sales......................................6

Article IV            REPRESENTATIONS, WARRANTIES AND COVENANTS............................................7

         SECTION 4.01               Representations and Warranties of the Originator.......................7

         SECTION 4.02               Covenants of the Originator...........................................15

         SECTION 4.03               Negative Covenants of the Originator..................................20

         SECTION 4.04               Breach of Representations, Warranties or Covenants....................22

Article V             INDEMNIFICATION.....................................................................23

         SECTION 5.01               Indemnification.......................................................23

         SECTION 5.02               Assignment of Indemnities.............................................25

Article VI            MISCELLANEOUS.......................................................................25

         SECTION 6.01               Notices, Etc..........................................................25

         SECTION 6.02               No Waiver; Remedies...................................................25

         SECTION 6.03               Binding Effect; Assignability.........................................25

         SECTION 6.04               No Proceedings........................................................25

         SECTION 6.05               Amendments; Consents and Waivers......................................26

         SECTION 6.06               GOVERNING LAW; CONSENT TO JURISDICTION; ................................
                                    WAIVER OF JURY TRIAL..................................................26

         SECTION 6.07               Execution in Counterparts; Severability...............................27

         SECTION 6.08               Descriptive Headings..................................................27

         SECTION 6.09               No Setoff.............................................................27

         SECTION 6.10               Further Assurances....................................................27

         SECTION 6.11               Confidentiality.......................................................27

         SECTION 6.12               Assignment of Agreement...............................................28


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                  Receivables  Transfer  Agreement,  dated as of March 10,  2000
(this "Agreement"),  between Merisel Open Computing  Alliance,  Inc., a Delaware
corporation (the  "Originator")  and MERISEL CAPITAL  FUNDING,  INC., a Delaware
corporation ("MCF").

                                 R E C I T A L S

                  A.       The Originator and MCF desire to enter into this
Agreement pursuant to the terms and conditions set forth herein.

                  B.  The   Originator   presently  is  a  wholly  owned  direct
subsidiary of Merisel Americas, Inc.

                  C. The capital stock of the originator  will be distributed by
Merisel Americas,  Inc. to the parent,  Merisel,  Inc. causing the Originator to
become a wholly-owned direct subsidiary of Merisel, Inc.

                  D. MCF is a wholly owned subsidiary of Merisel Americas, Inc.

                  E. MCF has been formed for the sole purpose of  purchasing  or
otherwise acquiring certain trade receivables originated by Merisel, Inc. and/or
its subsidiaries.

                  F.  The  Originator  intends  to  sell,  and  MCF  intends  to
purchase,  certain trade receivables originated by the Originator,  from time to
time, as described herein.

                  The parties agree as follows:

                                   Article I

                         DEFINITIONS AND INTERPRETATION

SECTION 1.01  Definitions.  Except as  otherwise  expressly  provided  herein or
unless the context otherwise  requires,  capitalized terms not otherwise defined
herein shall have the meanings  assigned to such terms in Annex X hereto,  which
is incorporated by reference  herein.  All other  capitalized  terms used herein
shall have the meanings specified herein.

SECTION  1.02  Other  Terms  and   Interpretation.   All  other  terms  and  the
interpretation of this Agreement shall be as set out in Annex X hereto.

SECTION 1.03  Definition of Receivables,  Transferred  Receivables and Contract.
When the terms "Receivables," "Transferred Receivables" and "Contracts" are used
herein, such term shall mean only those Receivables, Transferred Receivables and
Contracts  (as such terms are defined in Annex X)  originated  by, or in respect
of, the Originator, and no other Subsidiary of Merisel, Inc.
<PAGE>

                                   Article II

                            TRANSFERS OF RECEIVABLES

SECTION 2.01 Agreement to Transfer. (a) On and after the date of this Agreement,
the  Originator  agrees  to  sell  to  MCF  all  Receivables  originated  by the
Originator.  On or before the MOCA Effective  Date, the Originator and MCF shall
enter into a separate  Certificate  of Assignment  substantially  in the form of
Exhibit A hereto (the "Assignment").

(b) The Originator  shall, on the date hereof and on each date thereafter (or if
such date is not a Business Day, the  following  Business Day, each such date, a
"Transfer  Date"),  transfer to MCF all outstanding  Receivables  originated and
owned by the Originator through such date. On each Transfer Date, the Originator
shall identify all outstanding  Receivables  originated  through such date which
are owned by the  Originator on such date,  and which are to be purchased by MCF
and sold by the Originator (the "Sold  Receivables").  Each such  identification
shall be made as of the close of business  of the  Originator  on each  Transfer
Date.   The   Originator  may  deliver  to  MCF  a  Request  Notice  making  the
identification of such Receivables, provided that the Originator shall keep such
records  necessary to promptly deliver a Request Notice in respect of each prior
Transfer  Date if requested  by MCF or the  Operating  Agent.  To the extent not
identified by the Originator as being sold, the transfer of such  Receivables to
MCF shall be deemed to have been a purchase by MCF and sale by the Originator on
such Transfer Date.

(c) The price paid for the Sold Receivables  shall be the Sale Price.  Such Sale
Price shall be paid by means of (i) an immediate  cash payment to the Originator
or, (ii) upon the agreement of the Originator and MCF,  indebtedness owed by MCF
to the Originator  evidenced by, and payable with interest pursuant to a note in
the form of Exhibit B (the "MOCA Subordinated  Note") or both, provided that the
indebtedness  under the MOCA Subordinated Note shall not be increased on any day
if, after giving  effect  thereto and to the effect of any increase in any other
subordinated  note issued by MCF to an  Originator,  MCF's Net Worth  Percentage
would be less than 15%.  On each  Transfer  Date the Sold  Receivables  shall be
assigned,  and on such  Transfer Date MCF shall pay the Sale Price for such Sold
Receivables.  The portion of the Sale Price  payable in cash shall be payable by
wire  transfer on the Transfer Date to an account  designated by the  Originator
(and approved by the Operating Agent).

(d) On and after each Transfer  Date  hereunder,  MCF shall own the  Transferred
Receivables  (assuming payment by MCF in accordance with Section 2.01(c) hereof)
and the Originator shall not take any action  inconsistent  with such ownership,
nor shall the Originator  claim any ownership  interest in any such  Transferred
Receivables.

(e) Until the occurrence of an Event of Servicer Termination or a resignation of
the Servicer pursuant to the Purchase Agreement, (i) the Servicer, shall conduct
the servicing, administration and collection of such Transferred Receivables and
shall  take,  or cause to be taken,  all such  actions  as may be  necessary  or

<PAGE>

advisable to service, administer and collect such Transferred Receivables,  from
time to time,  all in accordance  with (A) the terms of the Purchase  Agreement,
(B)  customary  and prudent  servicing  procedures  for trade  receivables  of a
similar  type and (C) all  applicable  laws,  rules  and  regulations,  and (ii)
documents  relating  to  Transferred  Receivables  shall be held in trust by the
Servicer,  for the benefit of MCF and its assignees as the owners  thereof,  and
possession of any incident relating to the Transferred Receivables and Contracts
so  retained  is for the sole  purpose  of  facilitating  the  servicing  of the
Transferred Receivables. Such retention and possession thereof is at the will of
MCF and its assignees and in a custodial  capacity for their benefit only.  Each
sale by the Originator to MCF is made without recourse to the Originator, except
as set forth in Section 4.04 hereof

SECTION 2.02 Grant of Security Interest.  (a) It is the intention of the parties
hereto that each transfer of Receivables  transferred 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 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 MOCA Secured
Obligations.

SECTION  2.03 (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.

SECTION 2.04      Termination of Obligations.  (a)  At any time the Originator
may terminate its obligations hereunder if:
                  --------------------------

(i)      the Originator shall have given MCF and its assigns not less than 60
         days' prior written notice of its intention to terminate,

(ii)     an Authorized  Officer of the Originator  shall have certified that the
         termination  by the  Originator of its  obligations  hereunder will not
         have a material adverse effect on the business,  financial condition or
         operations of MCF, and
<PAGE>

(iii)    both  immediately  before and after giving effect to the termination by
         the  Originator,  no  Termination  Event  shall  have  occurred  and be
         continuing or shall reasonably be expected to occur as a result of such
         termination.

                  The  termination by the Originator  shall become  effective on
the first Business Day that follows the day on which the requirements of clauses
(a)(i)  through (iii) shall have been satisfied (or such later date specified in
the notice or certificate  referred to in the clauses).  The  termination by the
Originator  shall  terminate  its rights and  obligations  hereunder;  provided,
however,  that the  termination  shall not relieve the Originator of obligations
which relate to  Transferred  Receivables  originated by or  obligations  of the
Originator prior to the effective date of the termination.

(b) The  Originator's  right and obligation to sell its Receivables to MCF shall
terminate  immediately if the Originator  ceases to be a Subsidiary or Affiliate
of the Parent;  provided,  however,  that the termination  shall not relieve the
Originator of obligations which relate to Transferred  Receivables originated by
or obligations of the Originator prior to the effective date of the termination.

Article III

                               CONDITIONS OF SALE

SECTION  3.01  Conditions  Precedent  to the  Initial  Sale.  The  initial  Sale
hereunder is subject to the conditions precedent that MCF shall have received on
or before  the MOCA  Effective  Date,  each dated  such date  (unless  otherwise
indicated), in form and substance satisfactory to MCF:

(i)      an Assignment executed by the Originator;

(ii)     a copy of  resolutions  duly  adopted by the Board of  Directors of the
         Originator  approving  this  Agreement,  the  Assignment  and the other
         documents  to be delivered by it  hereunder  and the  transactions  and
         matters  contemplated  hereby,  certified by its Secretary or Assistant
         Secretary;

(iii)    the charter, as amended, of the Originator,  certified by the Secretary
         of State of the Originator's state of incorporation,  dated not earlier
         than 10 days prior to the Effective Date;

(iv)     a good standing  certificate for the Originator issued by the Secretary
         of State of the Originator's state of incorporation,  dated not earlier
         than 10 days prior to the Effective Date;

(v)      a  copy  of  the  Originator's  by-laws,  as  amended,   certified  by
         the Originator's Secretary or Assistant Secretary;
<PAGE>

(vi)     a certificate of the Secretary or Assistant Secretary of the Originator
         certifying the names and true signatures of the officers authorized on
         behalf of the Originator to sign this Agreement, the Assignment, and
         the other documents to be delivered by the Originator hereunder (on
         which certificate MCF may conclusively rely until such time as MCF
         shall receive from the Originator a revised certificate meeting the
         requirements of this Subsection (vi)) and certifying that (A) the
         charter of the Originator has not changed since the date of the
         certificate referred to in Section 3.01(iii), (B) the Originator is
         still in good standing in all jurisdictions where it is qualified to do
         business, including, without limitation, that referred to in Section
         3.01(iv), (C) all representations and warranties made by the Originator
         in this Agreement are true and correct in all material respects (except
         with respect to Section 4.01(b) and those already so qualified which
         are true and correct in all respects) and (D) no financing statements
         or other similar instruments relating to the Receivables have been
         filed in any jurisdiction, other than those financing statements, other
         similar instruments and documents shown on the certified copies of the
         requests for information or copies (Form UCC-1)(or a similar search
         report certified by a party acceptable to the Operating Agent) provided
         pursuant to clause (ix);

(vii)    copies of proper financing  statements (Form UCC-1),  dated on or prior
         to the MOCA  Effective  Date,  naming the Originator as the assignor of
         the  Transferred  Receivables  and MCF as  assignee,  or other  similar
         instruments or documents,  in form and substance  sufficient for filing
         under the UCC or any comparable law of any and all jurisdictions as may
         be  necessary  or, in the  reasonable  opinion of the  Operating  Agent
         desirable  to  perfect  MCF's  ownership  interest  in all  Transferred
         Receivables,  in  each  case  in  which  an  interest  may be  assigned
         hereunder;

(viii)   copies of properly  executed  termination  statements  or statements of
         release  (Forms  UCC-2  or  UCC-3)  or  other  similar  instruments  or
         documents,  if any, in form and substance satisfactory for filing under
         the UCC or any  comparable law of any and all  jurisdictions  as may be
         necessary  or,  in  the  reasonable  opinion  of the  Operating  Agent,
         desirable to release all security  interests and similar  rights of any
         Person  in  the  Transferred  Receivables  previously  granted  by  the
         Originator;

(ix)     certified  copies of requests for  information  or copies (Form UCC-11)
         (or a similar  search  report  certified by a party  acceptable  to the
         Operating  Agent),  dated  a date  reasonably  near  and  prior  to the
         Effective Date,  listing all effective  financing  statements and other
         similar instruments and documents, which name the Originator (under its
         present  name and any  previous  name) as debtor and which are filed in
         the  jurisdictions  in which  filings  are to be made  pursuant to such
         Subsections  (vii)  and  (viii)  above,  together  with  copies of such
         financing  statements,  none  of  which  shall  cover  any  Transferred
         Receivables unless termination  statements or statements of release are
         provided with respect thereto pursuant to Subsection (viii) above;
<PAGE>

(x)      any necessary  third party consents to the closing of the  transactions
         contemplated hereby, in the form and substance reasonably  satisfactory
         to the Operating Agent;

(xi)     the Lockbox Agreements in respect of each Lockbox Account, in each case
         duly executed by the parties thereto and  acknowledged and agreed to by
         the applicable Lockbox Bank; and

(xii)    such  legal  opinions  as may be  requested  by  the  Operating  Agent,
         including,  without limitation,  (i) a "true sale" opinion (which shall
         cover the transfer between MOCA and MCF and Merisel Americas,  Inc. and
         MCF, (ii) a backup  security  interest  opinion,  and (iii) a customary
         corporate  and  enforceability  opinion,  each  in form  and  substance
         satisfactory to the Operating Agent.

SECTION 3.02 Conditions Precedent to All Sales. The obligation of MCF to pay for
each Sold Receivable on each Transfer Date (including the initial Transfer Date)
shall be subject to the further conditions precedent that on such Transfer Date:

(a) The following  statements shall be true (and delivery by the Originator of a
Request  Notice and the  acceptance by the  Originator of the Sale Price for any
Receivables on any Transfer Date shall constitute a representation  and warranty
by the Originator that on such Transfer Date such statements are true):

(i)      the  representations  and  warranties  of the  Originator  contained in
         Section  4.01 shall be correct on and as of such  Transfer  Date in all
         material  respects  (except with  respect to Section  4.01(b) and those
         already  so  qualified  which are true and  correct  in all  respects),
         before  and  after  giving  effect to the Sale of  Receivables  on such
         Transfer Date and to the application of proceeds  therefrom,  as though
         made on and as of such date; and

(ii) the  Originator  is in  compliance  with  each of its  covenants  and other
agreements set forth herein.

(b) The  Originator  shall have taken such other action,  including  delivery of
approvals,  consents,  opinions, documents and instruments as MCF may reasonably
request.

                                   Article IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 4.01  Representations  and Warranties of the Originator.  The Originator
represents and warrants to MCF as of each Transfer Date, that:
<PAGE>

(a)      With respect to the Originator:

(i)      the Originator is a corporation duly organized, validly existing and in
         good  standing  under  the  laws  of  its  respective  jurisdiction  of
         incorporation  and is  duly  qualified  to do  business  and is in good
         standing  in every  jurisdiction  in which the  nature of its  business
         requires  it to be so  qualified  except  where  the  failure  to be so
         qualified would not materially and adversely affect (1) the performance
         of MCF or the Originator of its obligations under this Agreement or any
         of the Related  Documents,  (2) the validity or  enforceability of this
         Agreement  or  any  of  the  Related  Documents,  (3)  the  Transferred
         Receivables,  the  Contracts  or the  interests  of MCF or its  assigns
         therein,  or (4)  the  business,  operations,  financial  condition  or
         prospects of MCF or the Originator;

(ii)     the  Originator has the corporate  power and authority to own,  pledge,
         mortgage,  operate  and convey all of its  properties  and  assets,  to
         execute and deliver this  Agreement and the Related  Documents to which
         it is a party and to perform the transactions  contemplated  hereby and
         thereby;

(iii)    the execution, delivery and performance by the Originator of this
         Agreement and the Related Documents to which it is a party and the
         transactions contemplated hereby and thereby (A) have been duly
         authorized by all necessary corporate or other action on the part of
         the Originator, (B) do not contravene or cause the Originator to be in
         default under (1) the Originator's certificate or articles of
         incorporation or by-laws, (2) any contractual restriction with respect
         to any Debt of the Originator or contained in any material indenture,
         loan or credit agreement, lease, mortgage, security agreement, bond,
         note, or other material agreement or instrument binding on or affecting
         the Originator, its affiliates or their or its respective property or
         (3) any law, rule, regulation, order, writ, judgment, award, injunction
         or decree applicable to, binding on or affecting the Originator, or its
         property and (C) do not result in or require the creation of any
         Adverse Claim upon or with respect to any of its properties (other than
         in favor of MCF with respect to this Agreement and Redwood and the
         Collateral Agent under the Purchase Agreement);

(iv) this  Agreement and the Related  Documents to which it is a party have each
been duly executed and delivered by the Originator;

(v)      no approval or consent of, notice to, filing with or licenses, permits,
         qualifications  or other action by any Governmental  Authority or any
         other party, is required or necessary for the conduct of the
         Originator's  business as currently  conducted and for the due
         execution,  delivery and performance by the Originator  of this
         Agreement or any of the Related  Documents to which it is a
         party or for the  perfection of or the exercise by MCF,  Redwood,  the
         Operating Agent or the Collateral  Agent of any of their rights or
         remedies  thereunder or hereunder,  except (A) approvals,  consents,
         notices, filings and other actions which have been obtained or made and
         complete copies of which have been provided to  Redwood,   the

<PAGE>

         Operating  Agent  and  the  Collateral   Agent  (other  than
         confirmation  statements  in  respect  of any such  filings)  and (B)
         where the failure to obtain such approval, consent, license, permit or
         qualification, make or present such notice or filing, or take such
         other action would not materially and  adversely  affect  (1)  the
         performance  of MCF or the  Originator  of its obligations  under this
         Agreement or any of the Related Documents to which it is a party,  (2)
         the  validity or  enforceability  of this  Agreement or any of the
         Related Documents to which it is a party, (3) the Transferred
         Receivables,  the Contracts or the interests of MCF or its assigns
         therein,  or (4) the business, operations, financial condition or
         prospects of MCF or the Originator;

(vi)     this  Agreement  and  the  other  Related  Documents  delivered  by the
         Originator  are  the  legal,  valid  and  binding  obligations  of  the
         Originator  enforceable against the Originator in accordance with their
         respective terms subject to (A) any applicable bankruptcy,  insolvency,
         reorganization,  moratorium  or other  similar laws now or hereafter in
         effect relating to or affecting the enforceability of creditors' rights
         generally and (B) general  equitable  principles,  whether applied in a
         proceeding at law or in equity;

(vii)    there is no pending or, to the knowledge of the Originator, threatened,
         nor, to the  knowledge of the  Originator,  any  reasonable  basis for,
         any action, suit or proceeding against or affecting the Originator, its
         officers or directors,  or the  property of the  Originator,  in any
         court or  tribunal,  or before any arbitrator of any kind or before or
         by any Governmental Authority (A) asserting the invalidity of this
         Agreement or any of the Related Documents,  (B) seeking  to  prevent
         the  transfer,  sale or  pledge of any  Receivable  or the
         consummation  of any of the  transactions  contemplated  hereby or
         thereby,  (C)seeking any  determination  or ruling that might
         materially and adversely affect (1) the  performance  by MCF or the
         Originator  of its  obligations  under this Agreement or any of the
         Related Documents, (2) the validity or enforceability of this
         Agreement  or  any of  the  Related  Documents,  or  (3)  the
         Transferred Receivables,  the Contracts or the interests of MCF or its
         assigns  therein,  or (D) reasonably  likely to result in damages or
         penalties in an uninsured  amount in excess of $1,000,000;

(viii)   no injunction, writ, restraining order or other order (collectively,
         "Orders") of any nature adverse to the Originator or the  conduct  of
         its  business  or  which  is  inconsistent  with  the  due
         consummation of the transactions  contemplated by this Agreement or the
         Purchase Agreement or any of the other Related  Documents to which it
         is a party has been issued by a  Governmental  Authority  nor been
         sought by any Person  except such Orders that would not materially and
         adversely affect (1) the performance of MCF or the Originator of its
         obligations  under this Agreement or any of the Related Documents  to
         which it is a party,  (2) the validity or  enforceability  of this
         Agreement  or any of the  Related  Documents  to which  it is a  party,
        (3) the Transferred  Receivables or the Contracts or the interests of
        MCF or its assigns therein, or the business, operations, financial
        condition or prospects of MCF or the Originator;
<PAGE>

(ix)     the principal  place of business,  the chief  executive  office and all
         other places of business of the Originator are located at the addresses
         of the  Originator  referred to in Schedule 1 and there are now no, and
         during the past four months  there have not been any,  other  locations
         where the Originator is located (as that term is used in the UCC of the
         jurisdiction  where such  principal  place of  business  is located) or
         keeps Records;

(x)      the legal name of the  Originator  is as set forth at the  beginning of
         this  Agreement and the Originator has not changed its name in the last
         six years,  and during such period the Originator did not use, nor does
         the  Originator  now use, any trade names,  fictitious  names,  assumed
         names or "doing  business as" names other than as set forth in Schedule
         1;

(xi)     the  Originator is solvent and will not become  insolvent  after giving
         effect  to the  transactions  contemplated  by this  Agreement  and the
         Related  Documents;  the Originator is paying its Debts as they mature;
         the Originator has not incurred Debts beyond its ability to pay as they
         mature;  and the  Originator,  after giving effect to the  transactions
         contemplated by this Agreement and the Related Documents,  will have an
         adequate  amount of capital to conduct its business in the  foreseeable
         future;

(xii)    for federal income tax,  reporting and accounting  purposes  (except in
         any  consolidated  financial  statements and consolidated tax returns),
         the  Originator  will  treat the sale of each Sold  Receivable  sold or
         assigned  pursuant  to  this  Agreement  as  a  sale  of,  or  absolute
         assignment  of, its full right,  title and  ownership  interest in such
         Receivable  to MCF,  and the  Originator  has not in any other  respect
         accounted  for  or  treated  the  transactions   contemplated  by  this
         Agreement or the Related Documents.

(xiii)   the  Originator  has  complied  in  all  material   respects  with  all
         applicable laws, rules, regulations, and orders with respect to it, its
         business and properties  and all  Transferred  Receivables  and related
         Contracts (including without limitation,  all applicable environmental,
         health and safety  requirements) and all restrictions  contained in any
         indenture,  loan or credit  agreement,  mortgage,  security  agreement,
         bond, note or other agreement or instrument binding on or affecting the
         Originator or its property;

(xiv)    without  limiting  the  generality  of  the  prior  representation,  no
         condition  exists or event has  occurred  which,  in itself or with the
         giving  of  notice  or  lapse  of time or  both,  would  result  in the
         suspension,  revocation,  impairment,  forfeiture or non-renewal of any
         Governmental  Consent  applicable to the  Originator or any  Subsidiary
         except where such conditions or events would not,  separately or in the
         aggregate, have a material adverse effect on (A) the performance by MCF
         or the Originator of its obligations under this Agreement or any of the
         Related  Documents  to  which  it  is a  party,  (B)  the  validity  or
         enforceability  of this  Agreement  or any of the Related  Documents to
         which  it is a  party,  or  (C)  the  Transferred  Receivables  or  the
         Contracts or the interests of MCF or Redwood therein;
<PAGE>

(xv)     the Originator has filed on a timely basis all tax returns, tax reports
         and statements (federal, state and local) required to be filed and has
         paid or made adequate provisions for the payment of all taxes, fees,
         assessments and other  governmental  charges due from the  Originator
        (other than taxes,  fees, amendments or  governmental  charges which the
         Originator is contesting in good faith with such taxing  authority and
         in respect of which no final  unappealable order has been made  against
         the  Originator),  no tax lien or similar  Adverse Claim has been
         filed,  and no claim is being asserted,  with respect to any such
         tax, fee, assessment, or other governmental charge. Any taxes, fees,
         assessments and other governmental  charges payable by the Originator
         in connection with the execution  and  delivery of this  Agreement
         and the Related  Documents  and the transactions  contemplated  hereby
         or thereby  have been paid or shall have been paid when due, at or
         prior to such Transfer Date;

(xvi)    the Originator is licensed or otherwise has the lawful right to use all
         patents, trademarks, servicemarks,  tradenames, copyrights, technology,
         know-how  and  processes  used in or  necessary  for the conduct of its
         business as currently  conducted  which are  material to its  financial
         condition, business, operations, assets and prospects,  individually or
         taken as a whole;

(xvii)   as of the date of each Request Notice delivered by the Originator, such
         Request Notice contains an accurate list of the aggregate amount of all
         Transferred  Receivables  sold  by  the  Originator  to  MCF  as of the
         relevant Transfer Date;

(xviii)  each Obligor of a  Transferred  Receivable  has been  directed,  and is
         required  to, remit all payments  with respect to such  Receivable  for
         deposit in a Lockbox Account or a Lockbox;

(xix)    the  Originator  is in  compliance  with ERISA and has not incurred and
         does not expect to incur any liabilities  (except for premium  payments
         arising in the ordinary course of business) payable to the PBGC (or any
         successor thereof) under ERISA or the Internal Revenue Code;

(xx)     each pension plan or profit sharing plan to which the Originator or any
         Affiliate  is a  party  has  been  administered  and  fully  funded  in
         accordance  with the  obligations  the Originator  under law and as set
         forth in such plan, and the Originator has complied with the applicable
         provisions  of ERISA or the Internal  Revenue Code in effect as of such
         Transfer Date;

(xxi)    the  Originator  has not  agreed  to pay any fee or  commission  to any
         agent,  broker,  finder or other  person for or on account of  services
         rendered as a broker or finder in connection with this Agreement or the
         Related  Documents or the transactions  contemplated  hereby or thereby
         which would give rise to any valid claim  against MCF for any brokerage
         commission or finder's fee or like payment;
<PAGE>

(xxii)   all information  heretofore or hereafter  furnished with respect to the
         Originator to MCF in connection  with any  transaction  contemplated by
         this  Agreement  or the  Related  Documents  is and  will be  true  and
         complete  in all  material  respects  and does not and will not omit to
         state a material fact necessary to make the statements contained herein
         or therein not misleading,  provided that any projections, pro forma or
         preliminary  financial  information  furnished  are based on good faith
         estimates and  assumptions  believed by the Originator to be reasonable
         at the time  made and MCF  acknowledges  that  such  projections  as to
         future events are not to be viewed as facts and that actual results for
         such period may differ from the projected results;

(xxiii)  no part of the proceeds  received by the  Originator  or any  Affiliate
         from the Sale Price will be used directly or indirectly for the purpose
         of purchasing  or carrying,  or for payment in full or in part of, Debt
         that was  incurred  for the  purposes of  purchasing  or  carrying  any
         "margin  stock," as such term is defined in  Regulations T and U of the
         Board of Governors of the Federal Reserve System;

(xxiv)   there are not now,  nor will  there be at any time in the  future,  any
         agreement or  understanding  between the Originator and MCF (other than
         as expressly set forth herein)  providing for the allocation or sharing
         of  obligations  to make payments or otherwise in respect of any taxes,
         fees, assessments or other governmental charges;

(xxv)    no  transaction  contemplated  by this  Agreement or any of the Related
         Documents requires compliance with any bulk sales act or similar law;

(xxvi) the Request  Notice with respect to such Transfer Date is accurate in all
material respects;

(xxvii)  each purchase of Receivables under this Agreement will constitute (A) a
         "current  transaction"  within the  meaning  of Section  3(a)(3) of the
         Securities  Act of  1933,  as  amended,  and (B) a  purchase  or  other
         acquisition of notes, drafts, acceptances, open accounts receivables or
         other  obligations  representing  part  or all of the  sales  price  of
         merchandise,  insurance  or  services  within  the  meaning  of Section
         3(c)(5) of the Investment Company Act of 1940, as amended;

(xxviii) (A) the  Originator  is not a party to any  indenture,  loan or  credit
         agreement or any lease or other  agreement or  instrument or subject to
         any charter or  corporation  restriction  that is reasonably  likely to
         have, and no provision of applicable law or governmental  regulation is
         reasonably  likely to have, a material adverse effect on the ability of
         the  Originator to carry out its  obligations  under this Agreement and

<PAGE>

         the other Related  Documents to which the Originator is a party and (B)
         the Originator is not in default under or with respect to any contract,
         agreement, lease or other instrument to which the Originator is a party
         and which is  material  to the  Originator's  ability  to  perform  its
         obligations  hereunder  or to  the  quality  or  collectibility  of the
         receivables,  and the  Originator  has not  delivered  or received  any
         notice of default thereunder;

(xxix)   the Originator is not an "investment company" or an "affiliated person"
         of, or  "promoter"  or  "principal  underwriter"  for,  an  "investment
         company,"  as such terms are defined in the  Investment  Company Act of
         1940,  as amended.  The  purchase  or  acquisition  of the  Transferred
         Receivables   by  MCF,  the   application   of  the  proceeds  and  the
         consummation of the transactions contemplated by this Agreement and the
         other  Related  Documents to which the  Originator  is a party will not
         violate  any  provision  of such Act or any rule,  regulation  or order
         issued by the Securities and Exchange Commission thereunder;

(xxx)    the bylaws or the articles of incorporation  of the Originator  require
         it to maintain (A) books and records of account, and (B) minutes of the
         meetings  and  other  proceedings  of its  shareholders  and  board  of
         directors;

(xxxi)   the  Lockboxes  and the Lockbox  Accounts  are the only  lockboxes  and
         accounts  maintained by the  Originator  into which  Collections of any
         Transferred Receivables are deposited; and

(xxxii)  each of the representations and warranties of the Originator  contained
         in the  Related  Documents  (other  than  this  Agreement)  is true and
         correct in all material  respects and the Originator  hereby makes each
         such  representation  and  warranty  to,  and for the  benefit  of, the
         Collateral  Agent,  the Operating Agent and Redwood as if the same were
         set forth in full herein.

(b) On each Transfer Date and as of the date of each Investment Base Certificate
delivered  under  the  Purchase  Agreement  with  respect  to  each  Transferred
Receivable designated as an Eligible Receivable:

(i)      such Receivable is an Eligible  Receivable and is a receivable  created
         through  the  provision  of  merchandise,  goods  or  services  by  the
         Originator in the ordinary course of its business;

(ii)     such  Receivable  was created in  accordance  with and satisfies in all
         material  respects  all  applicable  requirements  of  the  Credit  and
         Collection Policies;

(iii)    such  Receivable  represents  the  genuine,  legal,  valid and  binding
         obligation in writing of the Obligor  enforceable by the holder thereof
         in accordance with its terms, subject to (A) any applicable bankruptcy,
         insolvency,  reorganization,  moratorium  or other  similar laws now or
         hereafter in effect  relating to or  affecting  the  enforceability  of

<PAGE>

         creditors'  rights  generally  and (B)  general  equitable  principles,
         whether  applied in a  proceeding  at law or in equity and neither such
         Receivable nor its related  Contract has been satisfied,  subordinated,
         rescinded   or   amended  in  any  manner   which   would   impair  the
         collectibility of such Receivable, adjust the value of such Receivable,
         or modify the payment terms of such Receivable after its creation;

(iv)     such  Receivable  is not and will not be subject to any exercise of any
         right of rescission, set-off, recoupment, counterclaim or defense;

(v)      prior to its sale to MCF such  Receivable  was owned by the  Originator
         free and clear of any Adverse  Claim,  and the Originator had the right
         to  sell,  assign  and  transfer  the  same and  interests  therein  as
         contemplated  under  this  Agreement,  upon  such  sale,  MCF will have
         acquired  good  and  marketable  title  to  and  the  sole  record  and
         beneficial ownership interest in such Receivable, free and clear of any
         Adverse  Claim and,  after such sale,  such  Receivable  did not become
         subject to any  Adverse  Claim as a result of any action or inaction of
         the Originator;

(vi)     this  Agreement and the Assignment  constitute a valid sale,  transfer,
         assignment,  setover  and  conveyance  to MCF of all  right,  title and
         interest of the Originator in and to such Receivable;

(vii)    such  Receivable  allows the holder  thereof to bring suit or otherwise
         enforce its remedies  against an Obligor through judicial  process,  is
         entitled to be paid pursuant to the terms of the related Contract,  has
         not  been  paid  in  full  or  been  compromised,  adjusted,  extended,
         satisfied,  subordinated,  rescinded or modified, and is not subject to
         compromise,   adjustment,   extension,   satisfaction,   subordination,
         rescission, or modification by the Originator except in accordance with
         any applicable bankruptcy,  insolvency,  reorganization,  moratorium or
         other similar laws now or hereafter in effect  relating to or effecting
         the enforceability of creditors' rights generally;

(viii)   the Originator has submitted all necessary documentation for payment of
         such  Receivable  to the  Obligor  and  has  fulfilled  all  its  other
         obligations in respect thereof;

(ix) the stated term of such Receivable, if any, is not greater than 90 days;

(x)      such  Receivable  is an "account"  within the meaning of the UCC of the
         jurisdiction where the Originator's chief executive office is located;

(xi)     neither such  Receivable  nor its related  Contract  contravenes in any
         material  respect any laws,  rules or  regulations  applicable  thereto
         (including, without limitation, laws, rules and regulations relating to
         usury, consumer protection, truth in lending, fair credit billing, fair

<PAGE>

         credit  reporting,  equal  credit  opportunity,  fair  debt  collection
         practices  and  privacy)  and no party to such  related  Contract is in
         violation of any such law, rule or regulation in any material respect;

(xii)    such Receivable  does not represent  "billed but not yet shipped" goods
         or  merchandise,  unperformed  services,  consigned  goods  or "sale or
         return" goods;  nor does such  Receivable  arise from a transaction for
         which any  additional  performance by MCF or acceptance or other act of
         the Obligor  remains to be  performed as a condition to any payments on
         such Receivable;

(xiii)   there  are  no  proceedings  or   investigations   pending  or  to  the
         Originator's knowledge threatened before any Governmental Authority (A)
         asserting the  invalidity  of such  Receivable  or such  Contract,  (B)
         asserting the  bankruptcy or  insolvency  of the related  Obligor,  (C)
         seeking the payment of such  Receivable or payment and  performance  of
         such Contract,  or (D) seeking any  determination  or ruling that might
         materially and adversely affect the validity or  enforceability of such
         Receivable or such Contract;

(xiv)    as of  the  relevant  Transfer  Date  hereunder,  no  Obligor  on  such
         Receivable is bankrupt or  insolvent,  is unable to make payment of its
         obligations  when due,  is the  debtor in a  voluntary  or  involuntary
         bankruptcy proceeding,  or is the subject of a comparable  receivership
         or insolvency proceeding, other than Obligors under the protection of a
         bankruptcy court or receivership which has approved payment by any such
         Obligor of such Receivable; and

(xv)     the Originator has no knowledge of any fact  (including any defaults by
         the Obligor on any other accounts) which leads it or should have led it
         to expect that any payments on such Receivable will not be paid in full
         when due or to expect  any  other  material  adverse  effect on (A) the
         performance  by MCF or the  Originator  of its  obligations  under this
         Agreement  or  any  of the  Related  Documents,  (B)  the  validity  or
         enforceability  of this  Agreement  or any of the Related  Documents to
         which  it is a  party,  or  (C)  the  Transferred  Receivables  or  the
         Contracts or the interests of MCF or Redwood therein.

It is understood and agreed that the representations and warranties described in
this Section 4.01 shall survive the sale of the Transferred  Receivables to MCF,
any  subsequent  assignment  of the  Transferred  Receivables  by  MCF,  and the
termination of this  Agreement and the Purchase  Agreement and shall continue so
long as any Transferred Receivable shall remain outstanding.

SECTION 4.02      Covenants of the Originator.

(a) Offices and Records.  The Originator  shall keep its chief place of business
and chief  executive  offices  and the office  where it keeps its Records at the
respective  locations  specified  in Schedule I hereto or, upon at least 30 days

<PAGE>

prior written notice to MCF and the Collateral  Agent, at such other location in
a  jurisdiction  where all action  required by Section  4.02(d)  shall have been
taken with respect to the Transferred Receivables. The Originator shall, for not
less than three years or for such longer  period as may be required by law, from
the date on which any Transferred  Receivable  arose,  maintain adequate Records
with respect to each Transferred  Receivable,  including records of all payments
received,  credits  granted and merchandise  returned.  Upon prior notice to the
Originator, except after the occurrence of any Termination Event, the Originator
will permit  representatives  of MCF, the Servicer,  the Operating  Agent or the
Collateral Agent at any time and from time to time during normal business hours,
and at such times outside of normal  business  hours as MCF, the  Servicer,  the
Operating Agent or the Collateral Agent shall reasonably request, (i) to inspect
and make copies of and abstracts from such records, (ii) to visit the properties
of the  Originator  utilized in connection  with the  collection,  processing or
servicing  of the  Transferred  Receivables  for the purpose of  examining  such
Records, and (iii) to discuss matters relating to the Transferred Receivables or
the Originator's  performance under this Agreement or the affairs,  finances and
accounts  of the  Originator  with any of its  officers,  directors,  employees,
representatives or agents and with its independent  certified  accountants.  The
Originator  will advise its  independent  certified  accountants  that MCF,  the
Operating  Agent,  the Servicer and the Collateral Agent have been authorized to
review and discuss with such  accountants  any and all financial  statements and
other  information of any kind that they may have with respect to the Originator
and deliver a letter (the  "Accountants'  Letter") addressed to such accountants
instructing them to make available to MCF, the Operating Agent, the Servicer and
the Collateral  Agent such  information and records as MCF, the Operating Agent,
the Servicer and the Collateral  Agent may  reasonably  request and to otherwise
comply with the  provisions of this Section  4.02(a).  The  Originator  shall be
given prior notice of any  discussions  with its accountants and the opportunity
to  participate;   provided  that  the  Originator's  failure  or  inability  to
participate  shall not prevent any of MCF, the Operating Agent, the Servicer and
the  Collateral  Agent from  engaging in such  discussions.  After the Effective
Date, if the Originator  engages the services of accountants other than Deloitte
& Touche, it shall deliver a letter addressed to such accountants containing the
same terms and provisions as the  Accountants'  Letter.  In connection  with the
foregoing,  in the  event  any of the  Originator,  the  Operating  Agent or the
Collateral Agent determines that a deterioration  has or is reasonably likely to
occur in the quality of servicing of the Transferred  Receivables,  any of them,
individually or collectively,  may institute  procedures to permit it to confirm
the Obligor's  outstanding  balances in respect of any Transferred  Receivables.
The Originator  agrees to render to MCF, the Operating  Agent and the Collateral
Agent,  at the  Originator's  own cost and  expense,  such  clerical  and  other
assistance as may be reasonably  requested  with regard to the  foregoing.  If a
Termination  Event  under the  Purchase  Agreement  shall have  occurred  and be
continuing,  promptly upon request therefor,  the Originator shall assist MCF in
delivering to the Operating Agent records reflecting  activity through the close
of business on the immediately preceding Business Day.

(b) Compliance With Credit and Collection Policies.  The Originator shall comply
in all material respects with the Credit and Collection  Policies with regard to

<PAGE>

each  Transferred  Receivable and the related  Contracts,  and with the terms of
such Receivables and Contracts.

(c) Notice of Adverse Claim.  The Originator shall advise MCF and any assignees,
promptly,  in  reasonable  detail,  (i) of any Adverse Claim known to it made or
asserted against any of the Transferred  Receivables,  (ii) of any determination
that a Sold  Receivable,  or any  other  Receivable  designated  as an  Eligible
Receivable in a Request Notice or otherwise,  was not an Eligible  Receivable at
such time and (iii) of the  occurrence  of any event which would have a material
adverse effect on the aggregate value of the  Transferred  Receivables or on the
validity of the transfers in this Agreement.

(d)      Further Assurances: Financing Statements.

(i)      The Originator agrees that at any time and from time to time, at its
         expense,  upon the  request  of MCF or MCF's  assignees  it shall
         promptly execute and deliver all further instruments and documents,
         and take all further action,  that may be  necessary  or,  in the
         reasonable  opinion  of MCF or any assignee,  desirable  or that MCF or
         any  assignee  may  reasonably  request  to perfect,  preserve,
         continue and maintain  fully and protect the transfers made and the
         right, title and interests (including any security interests) granted
         to MCF by this  Agreement  or to enable MCF or any assignee to exercise
         and enforce its rights and remedies under this Agreement or any of the
         Related  Documents to which  it is a  party  with  respect  to any
         Transferred  Receivables.  Without limiting the generality of the
         foregoing,  the Originator shall execute and file such financing or
         continuation statements, or amendments thereto, and such other
         instruments or notices as may be necessary or in the  reasonable
         opinion of MCF or any assignee  desirable or that MCF or any assignee
         may reasonably request to protect and preserve and perfect the
         transfers and security interests granted by this Agreement, free and
         clear of all Adverse Claims.

(ii)     The Originator  hereby  authorizes MCF and the Collateral Agent to file
         one or  more  financing  or  continuation  statements,  and  amendments
         thereto,  relating  to all or any part of the  Transferred  Receivables
         without the  signature  of the  Originator  where  permitted  by law. A
         carbon,  photographic  or other  reproduction  of this Agreement or any
         notice or financing  statement covering the Transferred  Receivables or
         any part thereof shall be sufficient as a notice or financing statement
         where  permitted by law. MCF will promptly send to the  Originator  any
         financing or continuation statements thereto which it files without the
         signature of the Originator except, in the case of filings of copies of
         this  Agreement as financing  statements,  MCF will  promptly  send the
         Originator the filing or recordation information with respect thereto.

(e)  Assignment.  The  Originator  acknowledges  and agrees that,  to the extent
permitted under the Purchase  Agreement,  MCF may assign all of its right, title
and interest in, to and under the Transferred  Receivables and its right,  title
and interest under this Agreement,  including its right to exercise the remedies

<PAGE>

created by Section 4.04. The Originator  agrees that, upon such assignment,  the
assignee under the Purchase  Agreement may enforce directly,  without joinder of
MCF, the repurchase obligations of the Originator set forth in Section 4.04 with
respect to breaches of the representations and warranties or covenants set forth
in Section 4.01(b) and 4.02(b) and (c).

(f) Compliance With Agreements and Applicable Laws. The Originator shall perform
each of its  obligations  under this  Agreement  and the Related  Documents  and
comply with all material  requirements of any law, rule or regulation applicable
to it,  provided that the  Originator  shall be deemed to have complied with any
such  requirements  for as long as the  Originator  contests  in good  faith the
application  of such  requirement,  a stay has been  granted with respect to any
penalty  imposed on the Originator in respect of such  requirement  and no final
unappealable  order in respect of such  requirement  has been made  against  the
Originator  (notwithstanding the foregoing,  this proviso shall not be effective
unless the  Originator  gives prior written notice of any such notice to MCF and
its assignees and such  non-compliance does not adversely affect their rights in
respect of the  Transferred  Receivables or impair their ability to exercise any
of their rights or remedies  hereunder) except for any  noncompliance  with laws
which would not have a material  adverse effect on (1) the performance of MCF or
the  Originator of its  obligations  under this  Agreement or any of the Related
Documents,  (2) the validity or  enforceability  of this Agreement or any of the
Related  Documents,  (3) the  Transferred  Receivables  or the  Contracts or the
interests of MCF or its assigns therein, or the business, operations,  financial
condition or prospects of MCF or the Originator.

(g)  Corporate  Existence.  Subject to Section  4.03(d),  the  Originator  shall
maintain  its  corporate  existence  and shall at all times  continue to be duly
organized  under the laws of the state of its  incorporation  and duly qualified
and duly  authorized  (as  described  in  Section  4.01) and shall  conduct  its
business in accordance  with the terms of its certificate of  incorporation  and
bylaws.

(h) Notice of Material Event.  The Originator  shall promptly inform MCF and any
assignee  (except in respect of clause (i), in which event the Originator  shall
immediately  inform MCF and any assignee) in writing of the occurrence of any of
the following:

(i)      the  submission of any claim or the  initiation  of any legal  process,
         litigation  or  administrative  or judicial  investigation  against the
         Originator or with respect to or in connection  with all or any portion
         of the  Transferred  Receivables,  in excess of $1,000,000 or which, if
         adversely  determined,  would be  reasonably  likely to have a material
         adverse  effect  on  the  Originator  or its  ability  to  perform  its
         obligations hereunder;

(ii)     any change in the location of the Originator's  principal office or any
         change in the location of the Originator's books and records;

(iii)    the   commencement  or  threat  of  any  rule  making  or  disciplinary
         proceedings or any proceedings  instituted by or against the Originator

<PAGE>

         in any federal, state or local court or before any governmental body or
         agency,  or before any arbitration  board,  or the  promulgation of any
         proceeding   or  any  proposed  or  final  rule  which,   if  adversely
         determined,  would have a material  adverse  effect with respect to the
         Originator or its ability to perform its obligations hereunder;

(iv)     the commencement of any proceedings,  or written threat to commence any
         proceedings,   by  or  against  the  Originator  under  any  applicable
         bankruptcy, reorganization,  liquidation, rehabilitation, insolvency or
         other  similar law now or hereafter in effect or of any  proceeding  in
         which a receiver, liquidator,  conservator, trustee or similar official
         shall have been, or may be,  appointed or requested for the  Originator
         or any of its assets;

(v)      the receipt of notice that (A) the  Originator  is being  placed  under
         regulatory supervision, (B) any license, permit, charter,  registration
         or approval  necessary for the conduct of the Originator's  business is
         to be, or may be,  suspended or revoked,  or (C) the  Originator  is to
         cease and desist any  practice,  procedure  or policy  employed  by the
         Originator in the conduct of its business,  and such cessation may have
         a material adverse effect with respect to the Originator or its ability
         to perform its obligations hereunder; or

(vi)     any other  event,  circumstance  or  condition  that has had,  or has a
         material possibility of having, a material adverse effect in respect of
         the Originator or its ability to perform its obligations hereunder.

(i)  Maintenance  of Licenses.  The  Originator  shall  maintain  all  licenses,
permits,  charters  and  registrations  which are material to the conduct of its
business.

(j) Use of  Proceeds.  The  Originator  shall  apply its funds  towards  general
corporate  purposes  (including the retirement or repayment of third party debt)
and towards the other sums payable by the  Originator  under this  Agreement and
the Related  Documents in connection with the transactions  contemplated  hereby
and by the Related Documents and for no other purpose.

(k)      Separate Identity.

(i) The  Originator  shall  maintain  corporate  records  and  books of  account
separate from those of MCF.

(ii)     The   financial   statements   of  the  Parent  and  its   consolidated
         Subsidiaries  shall  (i)  disclose  the  effects  of  the  Originator's
         transactions  in accordance with GAAP and (ii) either (a) disclose that
         the assets of MCF are not available to pay creditors of the  Originator
         or any other  Affiliate of the  Originator  or (b) contain the language
         set forth in Section 4.02(k)(iii)(b).

(iii)    The annual  financial  statements  of the  Parent and its  consolidated
         subsidiaries   (including   MCF)  will   contain   footnotes  or  other

<PAGE>

         information  to the effect that with respect to MCF: (a) MCF's business
         consists of the purchase of the  Receivables  from the  Originator  and
         Merisel Americas,  Inc. and (b) MCF is a separate corporate entity with
         its own separate creditors, which upon its liquidation will be entitled
         to be satisfied  out of MCF's assets prior to any value in MCF becoming
         available to MCF's equityholders.

(iv)     The  resolutions  and other  instruments  underlying  the  transactions
         described in this  Agreement  shall be  continuously  maintained by the
         Originator as official records.

(v)      The Originator  shall use its best efforts to maintain an  arm's-length
         relationship  with MCF and will not hold itself out as being liable for
         the debts of MCF.

(vi)     The  Originator  shall use its best efforts to keep its assets  (except
         with  respect  to  any  Records  necessary  for  the  servicing  of the
         Transferred Receivables) and its liabilities wholly separate from those
         of MCF.

(vii)    The  Originator  will  conduct  its  business  solely  in its own  name
         (including  any trade or fictitious  name) through its duly  authorized
         officers  or agents so as not to mislead  others as to the  identity of
         the Originator.

(viii)   The  Originator  will use its best efforts to avoid the  appearance  of
         conducting  business  on  behalf  of  MCF or  that  the  assets  of the
         Originator are available to pay the creditors of MCF.

(l) ERISA.  The Originator  shall give the Operating Agent prompt notice of each
of the following  events (but in no event more than 30 days after the occurrence
of the event): (i) an Accumulated Funding Deficiency, (ii) the failure to make a
material required  contribution to a Plan or Multiemployer Plan (but in no event
will a contribution failure sufficient to give rise to a lien under ss.302(f) of
ERISA be considered immaterial),  (iii) a Reportable Event, (iv) any action by a
Commonly   Controlled  Entity  to  terminate  any  Plan  or  withdraw  from  any
Multiemployer Plan, (v) any action by the PBGC to terminate or appoint a trustee
to administer a Plan, (vi) the reorganization or insolvency of any Multiemployer
Plan and (vii) an aggregate  Underfunding for all Underfunded Plans in excess of
$100,000.

(m) Cooperation With Requests for Information or Documents.  The Originator will
cooperate  fully with all reasonable  requests of MCF or any assignee  regarding
the  provision  of  any  information  or  documents,  necessary,  including  the
provision of such  information  or documents in electronic  or  machine-readable
format,  or  desirable  to  allow  MCF  and  each  assignee  to  carry  out  its
responsibilities under the Related Documents.

(n) Payment,  Performance and Discharge of Obligations. The Originator will pay,
perform and discharge all of its obligations and liabilities, including, without

<PAGE>

limitation,  all taxes, assessments and governmental charges upon its income and
properties  when due the  non-payment,  performance  or discharge of which would
materially and adversely  affect (1) the performance of MCF or the Originator of
its  obligations  under this Agreement or any of the Related  Documents to which
the Originator is a party, (2) the validity or  enforceability of this Agreement
or any of the Related  Documents  to which the  Originator  is a party,  (3) the
Transferred  Receivables or the Contracts or the interests of MCF or its assigns
therein,  or (4) the business,  operations,  financial condition or prospects of
MCF or the  Originator,  unless  and to the extent  only that such  obligations,
liabilities,  taxes,  assessments and governmental charges shall be contested in
good faith and by appropriate  proceedings  and that, to the extent  required by
GAAP,  proper and adequate book reserves relating thereto are established by the
Originator  and then only to the extent  that a bond is filed in cases where the
filing of a bond is necessary to avoid the creation of an Adverse  Claim against
any of its properties.

SECTION 4.03 Negative  Covenants of the  Originator.  The Originator  shall not,
without the written consent of MCF and each assignee of MCF's rights:

(a) sell,  assign (by operation of law or otherwise) or otherwise dispose of, or
create or suffer to exist any Adverse  Claim upon or with  respect to, or assign
any right to receive income in respect of any Transferred  Receivable or related
Contract  with  respect  thereto,  or upon or with respect to any Lockbox or any
Lockbox Account;

(b) extend, amend, forgive,  discharge,  compromise,  cancel or otherwise modify
the terms of any Transferred  Receivable,  or amend, modify or waive any term or
condition of any Contract  related  thereto  (except as to the Originator in its
capacity as the Sub-Servicer  under the Sub-Servicing  Agreement and in the case
of any such Contracts,  any amendments or modifications to any provision thereof
other than payment  terms or any term  adversely  affecting  the payment of such
Receivable),  provided  that the  foregoing  shall not  prohibit the Servicer or
Sub-Servicer  from offering  early pay discounts to the extent  permitted by the
Credit and Collection Policy;

(c) make any change in its  instructions  to Obligors  regarding  payments to be
made to MCF or payments to be deposited to a Lockbox or a Lockbox  Account other
than (i)  changes  of a purely  administrative  nature  which do not  alter  any
directions to Obligors regarding the method, timing or place of payment, or (ii)
changes to the method or timing of  payments  which are in  accordance  with the
Credit and Collections  Policy, or (iii) changes  redirecting  payments from one
Lockbox or Lockbox  Account to another  Lockbox  Account in respect of which all
actions required under Section 6.01 of the Purchase Agreement have been taken;

(d) merge with or into,  consolidate with or into,  convey,  transfer,  lease or
otherwise  dispose of all or substantially  all of its assets (whether now owned
or hereafter  acquired) to, or acquire all or substantially all of the assets or
capital  stock or other  ownership  interest  of,  any  Person  (whether  in one
transaction or in a series of  transactions)  except where such action would not
have a material  adverse effect on the business of the Originator or the ability

<PAGE>

of the Originator to perform its obligations under this Agreement and the Rating
Agency Condition is satisfied;

(e) make  statements or  disclosures or prepare any financial  statements  which
shall account for the transactions  contemplated by this Agreement in any manner
other than as a sale or absolute  assignment of the  Transferred  Receivables to
MCF, or in any other respect account for or treat the transactions  contemplated
hereby  (including  but not  limited  to,  for  accounting,  tax  and  reporting
purposes)  in any manner  other  than as a sale or  absolute  assignment  of the
Transferred Receivables;

(f) (i) take  any  action,  or fail to take  any  action,  with  respect  to the
Transferred Receivables,  if such action or failure to take action may interfere
with the enforcement of any rights under this Agreement or the Related Documents
that are material to the rights,  benefits or obligations of MCF or any assignee
(however,  nothing  herein  shall be  construed  to  constitute  a guarantee  of
collectibility  by the  Originator);  (ii) take any action,  with respect to the
Transferred  Receivables,  or fail to take any action, if such action or failure
to take action may materially  interfere with the enforcement of any rights with
respect  to  the  Transferred  Receivables;  or  (iii)  fail  to  pay  any  tax,
assessment,  charge,  fee or other  obligation of the Originator with respect to
the Transferred  Receivables,  or fail to defend any action,  if such failure to
pay or defend may adversely affect the priority or  enforceability  of the first
priority  perfected  interest  of  MCF  in the  Transferred  Receivables  or the
Originator's right, title or interest in the Transferred Receivables;

(g) neither the Originator nor any Commonly Controlled Entity will:

(i)      terminate any Plan so as to incur any material liability to the PBGC;

(ii)     knowingly  participate in any "prohibited  transaction"  (as defined in
         ERISA)  involving any Plan or  Multiemployer  Plan or any trust created
         thereunder which would subject any of them to a material tax or penalty
         on prohibited  transactions  imposed under Section 4975 of the Internal
         Revenue Code or ERISA;

(iii)    fail to pay to any Plan or Multiemployer Plan any contribution which it
         is obligated to pay under the terms of such Plan or Multiemployer Plan,
         if such failure would cause such plan to have any material  Accumulated
         Funding Deficiency, whether or not waived; or

(iv)     allow or suffer to exist any occurrence of a Reportable  Event,  or any
         other event or condition, which presents a material risk of termination
         by the PBGC on any Plan or  Multiemployer  Plan, to the extent that the
         occurrence or  nonoccurrence of such Reportable Event or other event or
         condition  is  within  the  control  of it or any  Commonly  Controlled
         Entity;
<PAGE>

(h) make any material change to the Credit and Collection  Policies  without the
prior written consent of MCF and each assignee; or

(i) take or permit  (other  than with  respect to  actions  taken or to be taken
solely by a  Government  Authority)  to be taken any action which would have the
effect directly or indirectly of subjecting  interest on any of the Purchases or
the Commercial Paper to withholding taxation in the hands of, respectively, MCF,
Redwood or holders of the  Commercial  Paper  generally who are residents of the
United States and will perform all of the  Originator's  obligations  under this
Agreement  and the  Related  Documents  to  prevent  or cure any  default by the
Originator  which would have the effect,  directly or indirectly,  of subjecting
interest  on  any of  the  Purchases  or the  Commercial  Paper  to  withholding
taxation.

(j) permit, cause, or suffer the creation,  incurrence or assumption of any Debt
secured by a lien  (other than  capital  leases and Debt owing to vendors of the
Originator  in  connection  with the  provision of goods)  without  first having
entered into an intercreditor  agreement,  in form and substance satisfactory to
MCF and each assignee of MCF's rights hereunder.

SECTION 4.04 Breach of Representations,  Warranties or Covenants. Upon discovery
by the Originator,  MCF, or any assignee of MCF's rights hereunder,  that any of
the  representations,  warranties  or covenants  described in Sections  4.01(b),
4.02(b) or (c) or 4.03(a),  (b) or (c) have been  breached such that they are or
were untrue or incorrect in any respect,  which breach is  reasonably  likely to
have a material  adverse effect on the value of a Transferred  Receivable or the
interests of MCF or any assignee  therein,  the party discovering the same shall
give prompt  written notice to the other  parties.  Thereafter,  if requested by
notice from MCF or any assignee, or if the Originator so desires, the Originator
shall,  on  the  next  succeeding  Business  Day,  either  (i)  repurchase  such
Transferred  Receivable from MCF in  consideration of cash or a reduction of the
outstanding  indebtedness  under  the  Subordinated  Note or both (and MCF shall
transfer such Receivable to the Originator), or (ii) transfer ownership of a new
Eligible  Receivable  or new Eligible  Receivables  on such Business Day, in the
case of clauses  (i) and (ii) in an amount  equal to the  Billed  Amount of such
Transferred   Receivable   less   Collections   received  in  respect   thereof.
Notwithstanding the foregoing,  if any Receivable is not paid in full on account
of any Dilution  Factors,  the  Originator's  repurchase  obligation  under this
Section 4.04 shall be reduced by the amount of any such  Dilution  Factors taken
into account in the Sale Price.

                                   Article V

                                 INDEMNIFICATION

SECTION 5.01  Indemnification.  (a) Without  limiting any other rights that MCF,
any of its  shareholders,  officers or agents,  or any  assignee of MCF's rights
hereunder or such assignee's shareholders,  officers, employees or agents (each,
an  "Indemnified  Party")  may have  hereunder  or  under  applicable  law,  the

<PAGE>

Originator  hereby agrees to indemnify each  Indemnified  Party from and against
any  and all  claims,  losses,  liabilities,  obligations,  damages,  penalties,
actions,  judgments,  suits,  and costs and  expenses  of any nature  whatsoever
related thereto,  including  reasonable attorneys fees and disbursements (all of
the foregoing being collectively referred to as "Indemnified Amounts") which may
be imposed on, incurred by or asserted  against an Indemnified  Party in any way
arising out of or resulting  from this Agreement or the use by the Originator of
proceeds  of  any  purchase  or  assignment  hereunder  or  in  respect  of  any
Transferred  Receivable or any Contract,  excluding,  however,  (A)  Indemnified
Amounts to the extent resulting from gross  negligence or willful  misconduct on
the  part  of  such  Indemnified   Party,  (B)  recourse  for  uncollectible  or
uncollected Transferred Receivables or (C) consequential,  indirect, punitive or
exemplary damages; provided,  however, that if a court of competent jurisdiction
in a final  non-appealable  order determines that such Indemnified Amounts arose
in part from such Indemnified  Party's gross  negligence or willful  misconduct,
the Originator  shall reimburse such  Indemnified  Party for the portion of such
Claim not resulting from such  Indemnified  Party's gross  negligence or willful
misconduct.  To the extent such a determination  of gross  negligence or willful
misconduct is made,  after payment of any Indemnified  Amounts related  thereto,
the Originator shall be repaid any amounts reimbursed under the preceding clause
that due to such  determination  it should not have paid.  Without  limiting  or
being  limited  by the  foregoing,  the  Originator  shall pay on demand to each
Indemnified  Party any and all Indemnified  Amounts  necessary to indemnify such
Indemnified  Party from and against any and all Indemnified  Amounts relating to
or resulting from:

(i)      reliance on any  representation  or warranty made or deemed made by the
         Originator  (or any of its officers)  under or in connection  with this
         Agreement or any Related Document,  any report or any other information
         delivered  by the  Originator  pursuant  hereto,  which shall have been
         incorrect  in  any  material  respect  when  made  or  deemed  made  or
         delivered;

(ii)     the failure by the  Originator  to comply with any term,  provision  or
         covenant  contained  in this  Agreement,  any  Related  Document or any
         agreement  executed  in  connection  with  this  Agreement,   with  any
         applicable  law,  rule or  regulation  with respect to any  Transferred
         Receivable  or  the  related  Contract,  or  the  nonconformity  of any
         Transferred Receivable or the related Contract with any such applicable
         law, rule or regulation; or

(iii)    the failure to vest and maintain  vested in MCF, or to transfer to MCF,
         legal and  equitable  title to and ownership of the  Receivables  which
         are, or are purported to be, Transferred Receivables, together with all
         Collections  and  Proceeds  in respect  thereof,  free and clear of any
         Adverse Claim (except as permitted  hereunder)  whether existing at the
         time of the proposed sale of such Receivable or at any time thereafter;

excluding,  however,  (A) Indemnified Amounts to the extent resulting from gross
negligence or willful  misconduct on the part of such  Indemnified  Party or (B)
recourse  for  uncollectible  or  uncollected  Transferred  Receivables  or  (C)

<PAGE>

consequential,  indirect, punitive or exemplary damages; provided, however, that
if a court of competent  jurisdiction in a final non-appealable order determines
that such Indemnified  Amounts arose in part from such Indemnified Party's gross
negligence  or  willful   misconduct,   the  Originator   shall  reimburse  such
Indemnified  Party  for the  portion  of such  Claim  not  resulting  from  such
Indemnified Party's gross negligence or willful misconduct. To the extent such a
determination of gross  negligence or willful  misconduct is made, after payment
of any Indemnified  Amounts related thereto,  the Originator shall be repaid any
amounts  reimbursed under the preceding clause that due to such determination it
should not have paid.

(b) If  indemnification  is to be sought hereunder by an Indemnified Party, then
such Indemnified  Party shall promptly notify the Originator of the commencement
of any  litigation,  proceeding  or other action in respect  thereof;  provided,
however,  that the  failure  to notify  the  Originator  shall not  relieve  the
Originator  from any  liability  or  obligation  that it may have  hereunder  or
otherwise to such  Indemnified  Party,  except to the extent the  Originator  is
actually  prejudiced  thereby.  Each  Indemnified  Party shall have the right to
control its own defense, but shall consult from time to time with the Originator
and in no event  shall the  Originator,  in  connection  with any one  action or
proceeding  or  separate  but  substantially   similar  or  related  actions  or
proceedings  arising out of the same general  allegations or  circumstances,  be
liable  for the fees and  expense of more than one firm of  attorneys  (together
with any  appropriate  local  counsel)  at any time  acting for GE  Capital,  GE
Capital   Markets  Group  Inc.  or  their   employees,   directors  or  officers
(collectively "GE Persons"), unless any such GE Person has been advised by legal
counsel that (a) the  representation  of such GE Person by legal counsel  acting
for other GE Persons would be inappropriate due to actual or potential conflicts
of interest or (b) there may be legal defenses  available to such GE Person that
are  different  from or  additional  to those  available  to any other GE Person
represented by such legal counsel;  provided,  that any Indemnified  Party other
than any GE Person shall not be restricted  from hiring  separate  legal counsel
the fees and  expenses  for which  the  Originator  shall be liable as  provided
herein.   Notwithstanding   anything  to  the  contrary  contained  herein,  the
Originator  shall not have any  obligation  to hold  harmless or  indemnify  any
Indemnified Party for the amount of any cash settlement if any Indemnified Party
enters  into any such cash  settlement  of a claim  without  the  prior  written
consent of the Originator,  which consent will not be  unreasonably  withheld or
delayed  and in the  event the  Originator  shall not  consent  to any  proposed
settlement,  then the Originator shall notify such Indemnified  Party in writing
of the amount  which the  Originator  is willing to pay (and if no such  written
notification is provided, the Originator will be deemed to consent to the entire
cash settlement); provided that the Originator shall in any event continue to be
obligated to hold harmless and indemnify such Indemnified  Party for legal costs
in relation to such Indemnified  Amount as provided herein.  If, for any reason,
no settlement  is made,  all  indemnity  obligations  under this Article V shall
continue.

SECTION 5.02 Assignment of Indemnities. The Originator acknowledges that, to the
extent  permitted  under the  Purchase  Agreement,  MCF may assign its rights of
indemnity granted  hereunder and upon such assignment,  such assignee shall have

<PAGE>

all rights of MCF hereunder and may in turn assign such rights.  The  Originator
agrees that, upon such assignment,  such assignee may enforce directly,  without
joinder of MCF, the indemnities set forth in this Article V.

                                   Article VI

                                  MISCELLANEOUS

SECTION 6.01  Notices,  Etc. All notices and other  communications  provided for
hereunder  shall,  unless  otherwise  stated  herein,  be in writing  (including
facsimile, telex and express mail) and mailed or telecommunicated,  or delivered
as to each  party  hereto,  at its  address  set  forth  under  its  name on the
signature  page hereof or at such other  address as shall be  designated by such
party in a written  notice to the other  parties  hereto.  All such  notices and
communications  shall not be effective  until received by the party to whom such
notice or communication is addressed.

SECTION 6.02 No Waiver; Remedies. No failure on the part of an Originator or MCF
or any  assignee  of MCF to  exercise,  and no delay in  exercising,  any  right
hereunder or under any Assignment  shall operate as a waiver thereof;  nor shall
any single or partial  exercise  of any right  hereunder  preclude  any other or
further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any other remedies provided by law.

SECTION 6.03 Binding Effect; Assignability. This Agreement shall be binding upon
and  inure to the  benefit  of the  Originator  and MCF,  and  their  respective
successors and permitted  assigns.  Except as contemplated  herein,  none of the
parties may assign any of its rights and  obligations  hereunder or any interest
herein without the prior written  consent of the other  parties.  This Agreement
shall create and constitute the continuing  obligations of the parties hereto in
accordance  with its terms,  and shall remain in full force and effect until its
termination;  provided,  that the rights and  remedies  pursuant to Section 4.04
with respect to any breach of any representation,  warranty or covenants made by
the Originator  pursuant to Sections 4.01(b),  4.02(b) and (c) and 4.03(a),  (b)
and (c) and the  indemnification  and payment  provisions  of Article V shall be
continuing and shall survive any termination of this Agreement.

SECTION 6.04 No  Proceedings.  The  Originator  hereby  agrees that it will not,
directly or indirectly,  including, without limitation, by exercising any rights
under the Subordinated Note, institute,  or cause to be instituted,  against MCF
any  proceeding  of the type  referred  to in Section  9.01(c)  of the  Purchase
Agreement  so long as there  shall not have  elapsed one year plus one day since
the latest maturing  commercial paper issued by Redwood and allocated to MCF has
been paid in full in cash.

SECTION 6.05 Amendments;  Consents and Waivers.  No  modification,  amendment or
waiver of, or with  respect to, any  provision of this  Agreement,  the Purchase
Agreement  and any exhibits or schedules  hereto or thereto,  nor consent to any
departure by the  Originator or MCF from any of the terms or conditions  hereof,

<PAGE>

shall be  effective  unless  it shall be in  writing  and  signed by each of the
parties hereto, and prior written consent is given by Redwood and the Collateral
Agent.  Any waiver or consent shall be effective  only in the specific  instance
and for the purpose for which given.  No consent or demand in any case shall, in
itself,  entitle any party to any other  consent or further  notice or demand in
similar or other  circumstances.  This  Agreement and the documents  referred to
herein embody the entire agreement of the Originator and MCF with respect to the
Transferred  Receivables and supersede all prior  agreements and  understandings
relating to the subject hereof.

SECTION 6.06 GOVERNING LAW; CONSENT TO  JURISDICTION;  WAIVER OF JURY TRIAL. (a)
THIS  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED IN  ACCORDANCE  WITH,  THE
INTERNAL  LAWS (AS  OPPOSED  TO  CONFLICT  OF LAWS  PROVISIONS)  OF THE STATE OF
CALIFORNIA.

(b) THE  ORIGINATOR AND MCF HEREBY SUBMIT TO THE  JURISDICTION  OF THE COURTS OF
THE STATE OF CALIFORNIA, AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL
DIRECTED TO THE ADDRESS  SET FORTH ON THE  SIGNATURE  PAGE HEREOF AND SERVICE SO
MADE  SHALL BE DEEMED TO BE  COMPLETED  FIVE DAYS AFTER THE SAME SHALL HAVE BEEN
DEPOSITED IN THE U.S.  MAILS,  POSTAGE  PREPAID.  THE  ORIGINATOR AND MCF HEREBY
WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF
ANY ACTION  INSTITUTED  HEREUNDER  AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.  NOTHING IN THIS SECTION
SHALL AFFECT THE RIGHT OF THE  ORIGINATOR  OR MCF TO SERVE LEGAL  PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.

(c) THE ORIGINATOR AND MCF HEREBY WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE IN
RESOLVING ANY DISPUTE,  WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING
OUT OF,  CONNECTED  WITH,  RELATED  TO, OR IN  CONNECTION  WITH THIS  AGREEMENT.
INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT
A JURY.

SECTION 6.07  Execution in  Counterparts;  Severability.  This  Agreement may be
executed by the parties hereto in separate  counterparts,  each of which when so
executed shall be deemed to be an original and both of which when taken together
shall  constitute  one and the  same  agreement.  In case  any  provision  in or
obligation  under this Agreement shall be invalid,  illegal or  unenforceable in
any  jurisdiction,  the validity,  legality and  enforceability of the remaining
provisions  or  obligations  in  any  jurisdiction,  or  of  such  provision  or
obligation  in any  jurisdiction,  shall not in any way be  affected or impaired
thereby.
<PAGE>

SECTION  6.08  Descriptive  Headings.  The  descriptive  headings of the various
sections of this  Agreement are inserted for  convenience  of reference only and
shall  not be  deemed  to  affect  the  meaning  or  construction  of any of the
provisions hereof.

SECTION 6.09 No Setoff. The Originator's  obligations under this Agreement shall
not be affected  by any right of setoff,  counterclaim,  recoupment,  defense or
other right the Originator might have against MCF, Redwood, the Operating Agent,
the Collateral  Agent or any assignee,  all of which rights are hereby waived by
the Originator.

SECTION 6.10 Further  Assurances.  The Originator agrees to do such further acts
and things and to execute and deliver to MCF,  Redwood,  the Operating  Agent or
any assignee such additional assignments,  agreements, powers and instruments as
MCF, Redwood,  the Operating Agent or any assignee may require or deem advisable
to carry into effect the  purposes  of this  Agreement  or to better  assure and
confirm  unto  any  such  party  its  respective  rights,  powers  and  remedies
hereunder.

SECTION 6.11  Confidentiality.  (a) The Originator and MCF agree to maintain the
confidentiality  of  this  Agreement  (and  all  drafts  of this  agreement  and
documents  ancillary  to this  Agreement)  in their  communications  with  third
parties other than any Affected Party or any Indemnified Party and otherwise and
not to disclose,  deliver or otherwise  make available to any third party (other
than its directors, officers, employees, accountants or counsel) the original or
any copy of all or any part of this  Agreement  (or any draft of this  Agreement
and documents  ancillary to this  Agreement)  except to an Affected  Party or an
Indemnified Party.

(b) Notwithstanding  Section 6.11(a),  (i) the general terms of the transactions
contemplated by this Agreement and the Related Documents may be disclosed to any
existing  lender to or  potential  investor  in the  Parent  that has  agreed in
writing not to  disclose  such terms,  and (ii) this  Agreement  and the Related
Documents  may be  disclosed  (A) if  required  to be  filed  publicly  with the
Securities and Exchange  Commission,  (B) to the certified public accountants of
the Parent to the extent  necessary,  (C) to the extent  otherwise  required  by
applicable law, rule or regulation, (D) to the extent required under a valid and
appropriately  limited  subpoena  or  equivalent  legal  process  or  (E) if the
Affected Party otherwise consents in writing.

(c) The  Originator  agrees  that it shall not (and  shall not permit any of its
Subsidiaries  to)  issue  any  news  release  or make  any  public  announcement
pertaining to the  transactions  contemplated  by this Agreement and the Related
Documents  without the prior  written  consent of MCF and its  assignees  (which
consent shall not be unreasonably  withheld)  unless such news release or public
announcement is required by law, in which case the Originator shall consult with
MCF and its  assignees  prior to the  issuance  of such news  release  or public
announcement.

SECTION 6.12 Assignment of Agreement.  The Originator  acknowledges that, to the
extent permitted under the Purchase Agreement, MCF may assign its rights granted

<PAGE>

hereunder,  including any rights in the Collateral granted under Article II, and
upon such assignment,  such assignee shall have all rights of MCF hereunder and,
to the extent  permitted under the Purchase  Agreement,  may in turn assign such
rights.  The Originator  agrees that,  upon such  assignment,  such assignee may
enforce  directly,  without  joinder  of  MCF,  the  rights  set  forth  in this
Agreement.

<PAGE>


     IN WITNESS WHEREOF, the parties have caused this Receivables Transfer
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                             MERISEL OPEN COMPUTING ALLIANCE, INC.


                             By:
                             Name: Charles Freedman
                             Title:    Treasurer

                             Address:     200 Continental Boulevard
                                          El Segundo, CA 90245

                             Attention:   Charles Freedman, Treasurer


                             MERISEL CAPITAL FUNDING, INC.


                             By:
                             Name: Charles Freedman
                             Title:     Treasurer

                             Address:     200 Continental Boulevard
                                          El Segundo, CA 90245

                            Attention: Charles Freedman