MERISEL INC /DE/
EXHIBIT 10.2 - MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.2 - MATERIAL CONTRACTS
<TEXT>

           AMENDMENTS TO SECURITIZATION AGREEMENTS, WAIVER AND CONSENT

                  AMENDMENTS TO SECURITIZATION AGREEMENTS, WAIVER AND CONSENT,
dated as of October 16, 2000 (these "Amendments"), among MERISEL AMERICAS, INC.
("Merisel Americas"), MERISEL OPEN COMPUTING ALLIANCE, INC. ("MOCA"), MERISEL
CAPITAL FUNDING, INC. ("Merisel Capital Funding"), REDWOOD RECEIVABLES
CORPORATION ("Redwood") and GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital").

                  WHEREAS, Merisel Americas, as originator, and Merisel Capital
Funding are parties to an Amended and Restated Receivables Transfer Agreement,
dated as of September 27, 1996, as amended by Amendment No. 1, dated as of
November 7, 1996, Amendment No. 2, dated as of December 19, 1997,  Amendment
No. 3, dated as of July 31, 1998, Amendment No. 4, dated as of March 10, 2000
and Amendment No. 5, dated as of August 18, 2000 (the "MAI Transfer Agreement");

                  WHEREAS, MOCA, as originator,  and Merisel Capital Funding are
parties to a  Receivables  Transfer  Agreement,  dated as of March 10, 2000 (the
"MOCA Transfer Agreement");

                  WHEREAS, Merisel Capital Funding, as seller (in such capacity,
the "Seller"),  Redwood, as purchaser (in such capacity,  the "Purchaser"),
GE Capital,  as operating  agent (in such capacity,  the "Operating  Agent") and
collateral  agent  (in  such  capacity,  the  "Collateral  Agent")  and  Merisel
Americas,  as servicer (in such  capacity,  the  "Servicer"),  are parties to an
Amended and Restated Receivables  Purchase and Servicing Agreement,  dated as of
September 27, 1996, as amended by Amendment No. 1, dated as of November 7, 1996,
Amendment  No. 2, dated as of December  19, 1997,  Amendment  No. 3, dated as of
July 31, 1998,  Amendment No. 4, dated as of February 22, 1999, Amendment No. 5,
dated as of May 12,  1999,  Amendment  No.  6,  dated  as of  August  13,  1999,
Amendment  No. 7, dated as of March 10, 2000,  Amendment  No. 8, dated as of May
17, 2000 and  Amendment No. 9, dated as of August 18, 2000  ("Amendment  No. 9")
(the "Purchase Agreement");

                  WHEREAS, Redwood and GE Capital, in its capacity as Collateral
Agent,  Letter of Credit  Provider (in such  capacity,  the "LOC  Provider") and
Letter of Credit  Agent (in such  capacity,  the "LOC  Agent")  are parties to a

<PAGE>

Second Amended and Restated Letter of Credit Reimbursement  Agreement,  dated as
of June 29, 1995 (the "Reimbursement Agreement"), and Redwood, the LOC Agent and
the LOC Provider are parties to a Reimbursement  Agreement Supplement,  dated as
of October 2, 1995, as amended by Amendment No. 1 to RFC Supplement, dated as of
December 19, 1997 and  Amendment  No. 2 to RFC  Supplement  dated as of July 31,
1998 (the "RFC Supplement");

                  WHEREAS,  Redwood and GE Capital,  as liquidity agent (in such
capacity,  the "Liquidity  Agent"),  Operating  Agent and  Collateral  Agent are
parties to a Liquidity Loan  Agreement,  dated as of October 2, 1995, as amended
by  Amendment  No. 1, dated as of July 31,  1998,  Amendment  No. 2, dated as of
March 10, 2000 and  Amendment  No. 3, dated as of May 17,  2000 (the  "Liquidity
Loan Agreement");

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

                  WHEREAS,  under  Amendment  No. 9 the parties to the  Purchase
Agreement agreed, among other things, that the following events would constitute
additional Termination Events: (i) the failure to occur by September 30, 2000 of
the execution and delivery of an agreement for the sale of Merisel  Americas (as
defined in Amendment No. 9, the "Proposed  Sale  Agreement")  or delivery to the
Operating  Agent  of  a  formal  plan  for  the  disposition,  winding  down  or
restructuring   by  Merisel  Inc.  and  its  Affiliates  of  its  United  States
distribution business, other than MOCA (as defined in Amendment No. 9, the "Plan
of  Disposition")  and (ii) the  failure to occur by October 30, 2000 of (a) the
sale of Merisel  Americas,  Inc. (as defined in Amendment  No. 9, the  "Proposed
Sale"),  (b) the  commencement of a Plan of Disposition or (c) the repurchase by
the Seller of all  Receivables  originated  by Merisel  Americas  that have been
acquired by the  Purchaser  (as defined in  Amendment  No. 9, the "MAI  Facility
Unwind");

                  WHEREAS, the Seller failed to deliver by September 30, 2000 an
executed  Proposed Sale Agreement or a Plan of Disposition  and has informed the
Operating  Agent that it will not (i) complete a Proposed Sale,  (ii) commence a
Plan of Disposition or (iii) effect a MAI Facility Unwind;

                  WHEREAS,  the  Seller has  advised  the  Operating  Agent that
Merisel Americas, wishes to sell all of the outstanding capital stock of MOCA to
Arrow  Electronics,  Inc. ("Arrow") (the "MOCA Sale") pursuant to the Stock Sale
Agreement,  dated as of September 15, 2000 (the "MOCA Sale  Agreement"),  by and
among Merisel, Inc., Merisel Americas, Inc. and Arrow and has requested that the
Operating Agent and the Purchaser consent to such sale;

                  WHEREAS,  in connection with the MOCA Sale, (i) the Seller has
requested  that the  Purchaser  sell to the Seller any  Transferred  Receivables
originated by MOCA (such Transferred  Receivables,  the "MOCA Receivables") that
have been purchased by the Purchaser  pursuant to the Purchase  Agreement,  (ii)
the Seller has requested that the MOCA Transfer  Agreement be terminated,  (iii)
the parties  hereto have  agreed that the Maximum  Purchase  Limit be reduced to
$60,000,000  and (iv) the  Seller  has  requested  that any  prepayment  fee due
pursuant to Section 2.02(b) of the Purchase Agreement be waived;

                  WHEREAS, pursuant to the MOCA Receivables Purchase Termination
and  Reassignment  Agreement,  to be entered into on the effective date of these

<PAGE>

Amendments  substantially  in the form attached  hereto as Schedule A (the "MOCA
Reassignment  Agreement"),  among MOCA,  Merisel  Americas,  in its  capacity as
Servicer,  the Seller,  the  Purchaser,  the Operating  Agent and the Collateral
Agent, the Purchaser will sell to the Seller,  and the Seller will purchase from
the  Purchaser  the  MOCA  Receivables,  subject  to the  terms  and  conditions
contained therein,

                  WHEREAS,  the Seller has further  requested that the Operating
Agent and Purchaser (i) waive the  compliance  with the following  covenants set
forth in Exhibit H: Fixed Charge Coverage Ratio, Net Worth Percentage,  Tangible
Net Worth and  Minimum  EBITDA,  (ii) waive the  Termination  Event set forth in
Section 9.01 relating to exceeding the maximum allowable Delinquency Ratio level
and (iii) agree to certain  amendments of the  Securitization  Agreements all as
further set forth herein;

                  WHEREAS,  the Insurer has requested  that the  Purchaser,  the
Operating  Agent and the  Collateral  Agent agree to the terminate the Insurance
Policy and Insurance Agreement;

                  WHEREAS,  pursuant to the Termination  Agreement,  dated as of
the date hereof (the "Insurance Termination Agreement"),  among the Insurer, the
Purchaser and GE Capital,  the Insurance Policy and the Insurance Agreement will
be terminated; and

                  WHEREAS, subject to the terms and conditions contained herein,
the parties  hereto wish to further amend the  Securitization  Agreements  (such
amendments,   together  with  the  waiver  and  consent   contained  herein  are
collectively referred to as these "Amendments").

                  FOR GOOD AND VALUABLE CONSIDERATION,  THE RECEIPT AND ADEQUACY
OF WHICH ARE HEREBY  ACKNOWLEDGED,  THE PARTIES HERETO,  INTENDING TO BE LEGALLY
BOUND HEREBY, AGREE AS FOLLOWS:

                       ARTICLE I  : DEFINITIONS

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

         ARTICLE II: AMENDMENT NO. 10 TO PURCHASE AGREEMENT
                 AND AMENDMENT NO. 4 TO ANNEX X

SECTION 2.1       Amendment to Section 2.02(b).  Section 2.02(b) of the Purchase
Agreement is hereby amended by deleting the last sentence therein.

SECTION 2.2       Amendment to Section 9.01.  Section 9.01 of the Purchase
Agreement is hereby amended by (a) adding a new clause (z) to read as follows:
<PAGE>

                  "(z) any default,  or event that with a passage of time or the
giving  of  notice  or both  would  constitute  a  default,  under the MOCA Sale
Agreement;  provided that such default would result in liability in excess of $1
million.

                  and (b) adding a new clause (aa) to read as follows:

                  "(aa) if the Canadian Facility is not replaced,  refinanced or
extended by December 13, 2000; provided,  that such replacement,  refinancing or
extension shall be on  substantially  such terms and conditions that will result
in no material adverse effect to Merisel Canada,  Inc. or Parent;  and provided,
further that such  replacement,  refinancing or extension shall not mature prior
to February 1, 2001."

SECTION  2.3  All  references  in the  Purchase  Agreement  and  Annex X to "the
Insurer",  "the  Insurance  Policy" "the  Insurance  Agreement" and "the Insurer
Draws"  are  hereby  deleted  and  deemed to be of no  further  force and effect
including,  without  limitation,  (i)  any  such  references  contained  in  the
definitions  of "Affected  Parties",  "Purchaser  Secured  Parties" and "Related
Documents"  and (ii) the  provisions  of  Article VI of the  Purchase  Agreement
relating to payments to be made to the Insurer under certain circumstances.  The
text in clauses (iii) and (iv) of Section  6.05(b) and clauses (ii) and (iii) of
Section  6.05(c) of the Purchase  Agreement are hereby deleted in their entirety
and replaced with the reference to "Reserved".

SECTION 2.4 The definitions of "Defective  Goods Reserve",  "Delinquency  Ratio"
and  "Refused  Shipment  Reserve"  are  hereby  amended  by  adding  the  phrase
"transferred  under the MAI  Transfer  Agreement"  after  the term  "Transferred
Receivables" each time such terms appears in such definitions.

SECTION 2.5       The definition of Gross Dilution Ratio is hereby amended and
restated to read as follows:

                  "Gross Dilution Ratio" means on any date of determination, the
ratio (expressed as a percentage) computed by dividing:

(a)               an amount equal to the  aggregate  amount of Dilution  Factors
                  reflected  on the books of the  Merisel  Americas  during  the
                  three Settlement Periods preceding such day

                  by

(b)               the  Outstanding   Balance  of  all  Transferred   Receivables
                  generated  by Merisel  Americas  during the third,  fourth and
                  fifth Settlement Periods preceding such day.

SECTION  2.6 The  definition  of "Final  Purchase  Date" is hereby  changed  to:
January 31, 2001.
<PAGE>

SECTION 2.7       The definition of GDR which is contained in the definition of
Dilution Reserve is hereby amended to read as follows:

                                     GDR    = The greater of the Gross  Dilution
                                            Ratio  and  the  One   Month   Gross
                                            Dilution  Ratio  as of such  date of
                                            determination.

SECTION 2.8       The definition of "Maximum Purchase Limit" is hereby amended
and restated to read as follows:

                  "Maximum Purchase Limit" means (i) from and including the date
hereof to but excluding November 15, 2000, $60,000,000,  (ii) from and including
November 15, 2000 to but excluding  November 30, 2000,  $50,000,000,  (iii) from
and including November 30, 2000 to but excluding December 15, 2000, $40,000,000,
(iv) from and including  December 15, 2000 to but  excluding  December 31, 2000,
$30,000,000,  (v) from and including  December 31, 2000 to but excluding January
15,  2001,  $20,000,000  and (vi) from and  including  January  15,  2001 to but
excluding January 31, 2001, $10,000,000.

SECTION 2.9 A new  definition of "Canadian  Facility" is hereby added to read as
follows:

                  "Canadian Facility" means the Receivables Purchase Agreement,
dated as of December 15, 1995, between Merisel Canada, Inc. and The Trust
Company of Bank of Montreal, as trustee of the Canadian Master Trust.

SECTION 2.10 A new  definition of "MOCA Sale  Agreement" is hereby added to read
as follows:

                  "MOCA Sale Agreement" means the Stock Sale Agreement, dated
as of September 15, 2000, by and among Merisel, Inc., Merisel Americas, Inc. and
Arrow Electronics, Inc.

SECTION 2.11      A new definition of "One Month Gross Dilution Ratio" is hereby
added to read as follows:

                  "One  Month  Gross  Dilution  Ratio"  means  on  any  date  of
determination, the ratio (expressed as a percentage) computed by dividing:

                  (a) an  amount  equal  to the  aggregate  amount  of  Dilution
Factors  reflected  on the books of  Merisel  Americas  during  the most  recent
Settlement Period preceding such day

                  by

                  (b) the  Outstanding  Balance of all  Transferred  Receivables
generated by Merisel Americas during the Settlement Period preceding such day.
<PAGE>

           ARTICLE III    : AMENDMENT NO. 3 TO LIQUIDITY AGREEMENT

SECTION 3.1        (a) The definition of "Liquidity Commitment" in the Liquidity
Loan Agreement is hereby amended and restated to read
as follows:  .

         "Liquidity Commitment" means, at any time, the maximum principal amount
of Liquidity  Loans that the Liquidity  Lenders are obligated to make under this
Agreement,  which  amount  shall not be greater at any time than the  Applicable
Liquidity  Commitment  (which  amount may be  modified  pursuant to the terms of
Section 3.02.)

                           (b)  A  new  definition  of   "Applicable   Liquidity
Commitment" is hereby added to read as follows:

         "Applicable  Liquidity Commitment" means (i)from and including the date
hereof to but excluding November 15, 2000, $61,800,000,  (ii) from and including
November 15, 2000 to but excluding  November 30, 2000,  $51,500,000,  (iii) from
and including November 30, 2000 to but excluding December 15, 2000, $41,200,000,
(iv) from and including  December 15, 2000 to but  excluding  December 31, 2000,
$30,900,000,  (v) from and including  December 31, 2000 to but excluding January
15,  2001,  $20,600,000  and (vi) from and  including  January  15,  2001 to but
excluding January 31, 2001, $10,300,000.

                            (c) Each  reference in the Liquidity  Loan Agreement
to $515,000,000 is hereby amended to read "the
Applicable Liquidity Commitment".

             ARTICLE IV    : AMENDMENT NO. 3 TO RFC SUPPLEMENT

SECTION 4.1        (a) The RFC Supplement is hereby amended by deleting
$500,000,000 as the Maximum Purchase Limit and substituting in lieu thereof:

         "(i) from and including  the date hereof to but excluding  November 15,
2000, $60,000,000, (ii) from and including November 15 to but excluding November
30,  2000,  $50,000,000,  (iii)  from and  including  November  30,  2000 to but
excluding December 15, 2000,  $40,000,000,  (iv) from and including December 15,
2000 to but  excluding  December 31, 2000,  $30,000,000,  (v) from and including
December 31, 2000 to but excluding  January 15, 2001,  $20,000,000 and (vi) from
and including January 15, 2001 to but excluding January 31, 2001, $10,000,000."

         (b)      amending and restating the LOC Draw percentage to be "25%".

          ARTICLE V : WAIVER OF DEFAULT UNDER PURCHASE AGREEMENT

SECTION 5.1 The Operating Agent, the Collateral Agent and the Purchaser agree to
waive (i) compliance  with the financial  covenants in Exhibit H of the Purchase
Agreement  for the fiscal  quarter  ended  September  30, 2000 and any Incipient
Event or potential  Termination Event resulting from the potential breach of the
Financial  Covenants  contained in Exhibit H of the Purchase  Agreement  for the
fiscal quarter ended September 30, 2000, (ii) the Termination Event specified in

<PAGE>

Section 9.01 resulting from the Delinquency  Ratio exceeding 6.5% for the fiscal
month ending August 26, 2000 and the fiscal month ending  September 29, 2000 and
(iii) the Termination Events specified in Section 9.01 (x) and (y).

                  ARTICLE VI : CONSENT TO SALE OF MOCA

SECTION 6.1 The Operating  Agent,  the Collateral Agent and the Purchaser hereby
consent  to the sale of MOCA to Arrow;  provided  that such sale is  effectuated
substantially  in accordance with the terms and conditions set forth in the MOCA
Sale Agreement and that all MOCA  Receivables are acquired by MOCA directly from
Merisel Capital Funding. Subject to the agreement of the Operating Agent and the
Seller as to the Purchase Price of the MOCA Receivables and Reconveyance  Amount
(each as defined in the MOCA  Reassignment  Agreement) and receipt  (immediately
after such  execution  and  delivery  referred to below) by the  Purchaser of an
amount equal to the Reconveyance Amount, the parties hereto agree to execute and
deliver the MOCA Reassignment Agreement on the date of effectiveness of the MOCA
Sale.

                ARTICLE VII   : CONDITIONS PRECEDENT

SECTION 7.1 The  effectiveness  of these Amendments is subject to the conditions
precedent that the Collateral Agent, the Operating Agent and the Purchaser shall
have received each of the following,  in form and substance satisfactory to each
such party:

(a)      Evidence   satisfactory   to  the  Operating  Agent  that  all  of  the
         obligations  of  Merisel  Capital  Funding  and  Arrow  under  the MOCA
         Reassignment Agreement have been performed.

(b)      A certificate  of the Secretary of each of the Seller and the Servicer,
         dated the date of these  Amendments  and  certifying  (i) that attached
         thereto is a true and  complete  copy of a  resolution  of the Board of
         Directors  of  the  Seller  or  the  Servicer,  as  the  case  may  be,
         authorizing the execution, delivery and performance of these Amendments
         and the MOCA Reassignment  Agreement,  and all other documents required
         or necessary to be delivered hereunder and that such resolution has not
         been modified, rescinded or amended and is in full force and effect and
         (ii) as to the  incumbency  and specimen  signature of the Seller's and
         the  Servicer's  officers  executing  these  Amendments  and  the  MOCA
         Reassignment  Agreement,  and all other documents required or necessary
         to be delivered hereunder.

(c)      A  certificate  of an officer  of each of the Seller and the  Servicer,
         dated  the  date  of  these  Amendments,  certifying  that  each of the
         representations  and warranties  made by the Seller and the Servicer in
         these  Amendments  and the  MOCA  Reassignment  Agreement  is true  and
         correct in all material respects as of the date hereof.
<PAGE>

(d)      The opinion of counsel to the Seller and Servicer, in form and
          substance  reasonably  satisfactory  to the  Purchaser,  the Operating
          Agent and the  Collateral  Agent,  as to  certain  matters  including,
          without  limitation,  (i) the valid existence and good standing of the
          Seller and  Servicer,  (ii) the power and  authority of the Seller and
          Servicer (or Originator, as the case may be) to execute the Amendments
          and the MOCA  Reassignment  Agreement,  (iii)  the due  authorization,
          execution  and delivery of the  Amendments  by the Seller and Servicer
          (or Originator,  as the case may be), (iv) the enforceability of these
          Amendments and the MOCA Reassignment  Agreement against the Seller and
          Servicer  (or  Originator,  as the  case  may  be) and  (v)  that  the
          execution and delivery of these  Amendments and the MOCA  Reassignment
          Agreement (x) does not conflict with the  organizational  documents of
          the  Seller or  Servicer  and (y) does not  violate  or  constitute  a
          default  under any  material  financing  agreements  of the  Seller or
          Servicer.

(e)      On or  prior  to  the  date  of  the  MOCA  Sale,  an  Investment  Base
         Certificate which reflects Transferred  Receivables derived solely from
         Merisel  Americas in form and  substance  acceptable  to the  Operating
         Agent.

(f)      An Officer's Certificate in form and substance reasonably  satisfactory
         to the  Operating  Agent to the effect that all of the  representations
         and  warranties in the Transfer  Agreement  and Purchase  Agreement are
         true and correct in all  material  respects as of the date hereof after
         giving effect to these Amendments.

(g)      The Seller shall pay the fees and expenses of the Purchaser incurred in
         connection  with  preparing  these   Amendments   (including,   without
         limitation,  reasonable legal fees and expenses and all amounts due and
         owing under the Amendment No. 10 Fee Letter).

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

(i)      Evidence  reasonably  satisfactory to the Operating Agent that the MOCA
         Sale  and  the  transactions  contemplated  by  the  MOCA  Reassignment
         Agreement shall have been consummated.

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

SECTION 8.1 Each of the Seller and the Servicer represents and warrants that:

                   (a) these Amendments and the MOCA Reassignment Agreement have
been duly authorized, executed and delivered pursuant to its corporate power;

                   (b)  these  Amendments  and the MOCA  Reassignment  Agreement
constitute  its legal,  valid and  binding  obligation  subject to the effect of
bankruptcy,  insolvency,  reorganization  or other  similar laws  affecting  the

<PAGE>

enforcement of creditors' rights generally; and

                   (c)  after  giving  effect to these  Amendments  and the MOCA
Reassignment  Agreement referred to herein, there does not exist any Termination
Event.

                    ARTICLE IX  : MISCELLANEOUS

SECTION 9.1 Confirmation of  Securitization  Agreements.  Each of the Seller and
the Servicer agree that, except for the specific amendments,  waiver and consent
set forth herein,  nothing herein shall be deemed to be a waiver or amendment of
any covenant or agreement contained in the Securitization Agreements and each of
the other documents executed in connection  therewith are ratified and confirmed
in all respects and shall remain in full force and effect in accordance with its
terms. Each reference in the Transfer  Agreement to "this Agreement" and in each
of the other  documents to be executed in connection  therewith to the "Transfer
Agreement," shall mean the Transfer Agreement as amended by these Amendments and
as each such agreement may be hereinafter amended or restated. Each reference in
the Purchase Agreement to "this Agreement" and in each of the other documents to
be executed in connection therewith to the "Purchase  Agreement," shall mean the
Purchase Agreement as amended by these Amendments and as each such agreement may
be  hereinafter  amended or restated.  Nothing herein shall obligate the Seller,
the Servicer,  the Purchaser,  the Operating  Agent or the  Collateral  Agent to
enter into any future amendment (whether similar or dissimilar).

SECTION 9.2 Waiver by the Seller and Servicer. Except for manifest errors on the
part of the Operating  Agent,  each of the Seller and the Servicer hereby waives
any  claim,  defense,  demand,  action or suit of any kind or nature  whatsoever
against the Purchaser,  the Operating Agent and the Collateral  Agent arising on
or prior to the date hereof in  connection  with the  Purchase  Agreement or the
transactions contemplated thereunder.

SECTION 9.3  Counterparts.  Delivery of an executed  counterpart  of a signature
page to these  Amendments  by  facsimile  shall be  effective  as  delivery of a
manually  executed  counterpart  of these  Amendments.  These  Amendments may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.

SECTION 9.4       Governing Law.  These Amendments shall be governed by, and
construed in accordance with, California law.


SECTION 9.5  Effective  Date of  Amendments.  Upon the execution and delivery of
these  Amendments by the parties hereto and the  satisfaction  of the conditions
precedent set forth  herein,  the Purchase  Agreement  shall be amended by these
Amendments,  effective  as of  the  date  of  satisfaction  of  such  conditions
precedent.

                                                                 * * *



<PAGE>


                  IN WITNESS WHEREOF, each Originator, the Seller, the Servicer,
the Collateral  Agent,  the Operating Agent, the Liquidity Agent, the LOC Agent,
the LOC  Provider and the  Purchaser  have caused  these  Amendments  to be duly
executed by their respective  authorized  officers as of the date and year first
above written.

                   MERISEL CAPITAL FUNDING, INC.,
                   as Seller


                   By:___________________________
                   Title:
                   Name:


                   MERISEL AMERICAS, INC.,
                   as Originator and Servicer


                   By:___________________________
                   Title:
                   Name:


                   MERISEL OPEN COMPUTING ALLIANCE, INC.
                   as Originator


                   By:___________________________
                   Title:
                   Name:




<PAGE>





                   GENERAL ELECTRIC CAPITAL CORPORATION,
                   as Operating Agent and Collateral Agent


                   By:___________________________
                   Title:
                   Name:


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


                   By:___________________________
                   Title:
                   Name:


                   REDWOOD RECEIVABLES CORPORATION,
                   as Purchaser


                   By:___________________________
                   Title:
                   Name:

</TEXT>
</DOCUMENT>
