<PAGE>

                                                                   EXHIBIT 10.29

                       SECOND AMENDMENT TO LOAN AGREEMENT

          This SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered
                                                         ---------
into as of February 11, 2002, by and among CELLSTAR CORPORATION, a Delaware
corporation ("Parent"), each of Parent's Subsidiaries signatory hereto (together
              ------
with Parent, each, an individual "Borrower," and collectively, the "Borrowers"),
                                  --------                          ---------
the lenders signatory hereto (the "Lenders"), and FOOTHILL CAPITAL CORPORATION,
                                   -------
in its capacity as agent (the "Agent") for the Lenders,
                               -----

                              W I T N E S S E T H:

          WHEREAS, the Borrowers, the Lenders and the Agent have entered into
that certain Loan and Security Agreement dated as of September 28, 2001, as
amended by that certain First Amendment to Loan Agreement, dated as of October
12, 2001, (as the same may be further modified, amended, restated or
supplemented from time to time, the "Loan Agreement"), pursuant to which the
                                     --------------
Lenders have agreed to make loans and other financial accommodations to the
Borrowers from time to time; and

          WHEREAS, the Borrowers have requested that the Agent and the Lenders
amend the Loan Agreement to permit the Parent to consummate the exchange offer
(the "Exchange Offer") regarding its outstanding Convertible Subordinated Debt
      --------------
(as defined in the Loan Agreement) in accordance with the Prospectus dated
January 14, 2002, a copy of which is attached hereto as Exhibit A (the "S-4");
                                                        ---------       ---
and

          WHEREAS, the Borrowers have requested that the Agent and the Lenders
amend the Loan Agreement to permit up to Twelve Million Dollars ($12,000,000) of
intercompany debt owed by CellStar (U.K.) Limited, a limited liability company
organized in England and registered in England and Wales ("CellStar UK"), to
                                                           -----------
CellStar Netherlands (as defined in the Loan Agreement) to be reclassified from
debt to equity and capitalized by CellStar UK; and that such capitalization be
excluded from the Twenty Five Million Dollar ($25,000,000) limit on aggregate
capital contributions contained in subsection (h) of the definition of
"Permitted Affiliate Transaction" in the Loan Agreement; and

          WHEREAS, the Borrowers have requested that the Agent and the Lenders
amend the Loan Agreement to permit the Borrowers to enter into certain insurance
financing agreements whereby certain insurance finance companies would finance
the Borrowers' insurance policy premiums and be granted a security interest by
the Borrowers in the unearned premiums and dividends that may become payable
under the insurance policies and loss payments which reduce the unearned
premiums related to such insurance policies, subject to any mortgagee or loss
payee interests; and

          WHEREAS, the Agent and the Lenders have agreed to the requested
amendments and waivers on the terms and conditions set forth herein;

<PAGE>

          NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that all capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Loan Agreement and further agree as follows:

     1.   Amendment to Section 1.1 of the Loan Agreement.
          ----------------------------------------------

          (a) Section 1.1 of the Loan Agreement, "Definitions," is hereby
                                                  -----------
modified and amended by inserting the following definitions in appropriate
alphabetical order therein (and by deleting therefrom any existing definitions
of any of the following):

          "Applicable Prepayment Premium" means, as of any date of
           -----------------------------
determination, an amount equal to (a) during the period of time from and after
the date of the execution and delivery of this Agreement up to the date that is
the first anniversary of the Closing Date, 5% times the Maximum Revolver Amount,
(b) during the period of time from and including the date that is the first
anniversary of the Closing Date up to the date that is the second anniversary of
the Closing Date, 4% times the Maximum Revolver Amount, (c) during the period of
time from and including the date that is the second anniversary of the Closing
Date up to the date that is the third anniversary of the Closing Date, 3% times
the Maximum Revolver Amount, (d) during the period of time from and including
the date that is the third anniversary of the Closing Date up to the date that
is the fourth anniversary of the Closing Date, 2% times the Maximum Revolver
Amount, and (e) during the period of time from and including the fourth
anniversary of the Closing Date up to the Maturity Date, 1% times the Maximum
Revolver Amount, provided, however, if the Applicable Prepayment Premium, as
                 --------  -------
calculated hereunder, when added to all interest and other charges for the use
of money as contemplated by the Official Code of Georgia Annotated, Section
7-4-18 (the "Interest Charges") exceeds 5% per month (the "Legal Limit"), the
             ----------------                              -----------
amount of such Applicable Prepayment Premium shall be reduced to an amount which
when added to the Interest Charges would equal the Legal Limit less $1.00.

          "Permitted Liens" means (a) Liens held by Agent for the benefit of
           ---------------
Agent and the Lenders, (b) Liens for unpaid taxes that either (i) are not yet
delinquent, or (ii) do not constitute an Event of Default hereunder and are the
subject of Permitted Protests, (c) Liens set forth on Schedule P-1, (d) the
                                                      ------------
interests of lessors under operating leases, (e) purchase money Liens or the
interests of lessors under Capital Leases to the extent that such Liens or
interests secure Permitted Purchase Money Indebtedness and so long as such Lien
attaches only to the asset purchased or acquired and the proceeds thereof, (f)
Liens arising by operation of law in favor of warehousemen, landlords, carriers,
mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course
of Borrowers' business and not in connection with the borrowing of money, and
which Liens either (i) are for sums not yet delinquent, or (ii) are the subject
of Permitted Protests, (g) Liens arising from deposits made in connection with
obtaining worker's compensation or other unemployment insurance, (h) Liens or
deposits to secure performance of bids, tenders, or leases incurred in the
ordinary course of Borrowers' business and not in connection with the borrowing
of money, (i) Liens granted as security for surety or appeal bonds in connection
with obtaining such bonds in the ordinary course of Borrowers' business, (j)
Liens resulting from any judgment or award that is not an Event of Default
hereunder, (k) Liens with respect to the Real Property Collateral that are
exceptions to the commitments for title insurance issued in connection with the
Mortgages, as accepted by Agent, (l) with respect to any Real

                                       2

<PAGE>

Property that is not part of the Real Property Collateral, easements, rights of
way, and zoning restrictions that do not materially interfere with or impair the
use or operation thereof by Borrowers, (m) Liens in favor of The Chase Manhattan
Bank on $4,120,000 of cash collateralizing letters of credit issued in
connection with the Existing Credit Facility which shall remain outstanding on
the Closing Date pursuant to that certain "Security Agreement-Pledge" between
Parent and The Chase Manhattan Bank dated of even date herewith, for so long as
such letters of credit remain cash collateralized, (n) Liens on funds in the
possession of credit card companies pertaining to credit card sales of Inventory
in the ordinary course of business pursuant to merchant credit card services
agreements provided that Agent shall have a satisfactory agreement with such
credit card companies regarding the assignment of such credit card receivables
to Agent, and (o) Liens on any unearned insurance premiums and dividends that
may become payable under the insurance policies and loss payments which reduce
the unearned premiums relating to insurance policies, subject to any mortgagee
or loss payee interests, securing financing of insurance premiums by third party
insurance finance companies in the ordinary course of business and to the extent
permitted by Section 7.1(i) hereof.

          "Underlying Issuer" means a third Person which is the beneficiary of
           -----------------
an L/C Undertaking and which has issued a letter of credit at the request of the
Issuing Lender for the benefit of Borrowers and, in the case of a proposed
Qualified Import Letter of Credit, has agreed, in writing, to hold documents of
title as agent for Agent.

          "Underlying Letter of Credit" means a letter of credit that has been
           ---------------------------
issued by an Underlying Issuer.

          (b)  Section 1.1 of the Loan Agreement, "Definitions," is hereby
                                                   -----------
modified and amended by deleting the period after subsection (h) and
substituting "; and" and by adding the following subsection (i) to the defined
term and definition of "Permitted Affiliate Transaction":

               "(i) Capital Contribution by CellStar International
                    ----------------------------------------------
Corporation/SA to CellStar (U.K.) Limited. CellStar International Corporation/SA
-----------------------------------------
may make a capital contribution to CellStar (U.K.) Limited ("CellStar UK") in an
                                                             -----------
amount not to exceed Twelve Million Dollars ($12,000,000) (the "CellStar UK
                                                                -----------
Contribution"); provided, that the CellStar UK Contribution shall be used solely
------------    --------
for the purpose of paying the existing debt owed to CellStar Netherlands by
CellStar UK; and provided, further, that CellStar Netherlands shall use such
                 --------  -------
funds solely for the purpose of loaning such funds to Celular Express S.A. de
C.V. and/or CellStar Mexico S.A. de C.V. (collectively, the "Mexico Entities");
                                                             ---------------
and provided, further, that the Mexico Entities shall use such funds solely for
    --------  -------
the purpose of paying the existing debt owed to the Borrowers by the Mexico
Entities; and provided, further, that each of the entities listed above will
              --------  -------
transfer all funds received pursuant to this subsection (i) within one (1)
business day of such entity's receipt of such funds in accordance with the
requirements of this subsection (i). The CellStar UK Contribution shall not be
deemed to be a capital contribution for purposes of calculating a "Permitted
Affiliate Transaction" under subsection (h) of the definition of "Permitted
Affiliate Transaction;" provided, that the aggregate amount of all capital
                        --------
contributions made pursuant to subsection (h) of the definition of "Permitted
Affiliate Transaction" from February 12, 2002 until November 30, 2002 shall not
exceed Two Million Five Hundred Thousand Dollars ($2,500,000)."

                                       3

<PAGE>

     2.   Amendment to Section 6.16 of the Loan Agreement. Section 6.16 of the
          -----------------------------------------------
Loan Agreement, "Convertible Subordinated Debt," is hereby modified and amended
                 -----------------------------
by deleting subsection 6.16 in its entirety and inserting the following in
substitution thereof:

          "6.16 Convertible Subordinated Debt. (a) At least 180 days prior to
                -----------------------------
maturity thereof (the "Required Refinance Date"), refinance, obtain an extension
                       -----------------------
of the maturity date for, (provided that in connection with such refinancing or
extension, the maturity date of the Convertible Subordinated Debt is extended to
a date after the Maturity Date), or convert or exchange (provided that no Change
of Control results therefrom), some or all of the Convertible Subordinated Debt
on terms and in form and substance satisfactory to Agent and provided the
foregoing shall not result in aggregate cash payments to or on behalf of such
holders in excess of (i) $55,000,000 upon the consummation of such refinancing
or exchange, and (ii) $22,500,000 on or before the maturity of any Convertible
Subordinated Debt not extinguished pursuant to such refinancing or exchange;
provided, however, the maximum amount of cash payments permitted under (i) and
--------  -------
(ii) above shall not exceed $70,000,000; and (b) on the Required Refinance Date,
deliver projections in form and substance satisfactory to Agent demonstrating
that Borrowers will have the ability to pay, in full, on the maturity date
thereof the amount of any Convertible Subordinated Debt not refinanced,
extended, converted or exchanged pursuant to clause (a) above, and demonstrating
that, both before and after giving effect to such maturity payment, Borrowers
will have Excess Availability of not less than $10,000,000; provided, in
                                                            --------
connection with any cash payments made to the holders of Convertible
Subordinated Debt whether on or before the Required Refinance Date or the
scheduled maturity thereof, (i) no Default or Event of Default shall exist at
the time of any such payment or result therefrom, and (ii) both before and after
giving effect to any such payment, Borrowers shall have Excess Availability of
not less than $10,000,000."

     3.   Waiver to Section 7.1(d) of the Loan Agreement. The Agent and the
          ----------------------------------------------
Lenders hereby waive the requirements of Section 7.1(d), including their rights
and remedies under the Loan Agreement arising therefrom, as necessary to permit
refinancing and/or conversion of the outstanding Convertible Subordinated Debt
in accordance with the Exchange Offer and upon the following terms and
conditions:

          (a)  the total cash proceeds paid by the Borrowers in connection with
the Exchange Offer shall not exceed (i) $55,000,000 upon the consummation of the
Exchange Offer and (ii) shall not exceed $22,500,000 on or before the maturity
of any Convertible Subordinated Debt that is not extinguished pursuant to the
Exchange Offer; provided, however, the total amount of cash proceeds paid
                --------  -------
pursuant to (i) and (ii) above shall not exceed $70,000,000;

          (b)  the total amount of Advances made by the Lenders to the Borrowers
under the Loan Agreement to fund the extinguishment of the outstanding
Convertible Subordinated Debt shall not exceed (i) $30,000,000 upon the
consummation of the Exchange Offer, and (ii) $7,500,000 plus, an amount equal to
                                                        ----
$30,000,000 less the actual amount of the proceeds of Advances used pursuant to
            ----
(i) above, to retire any outstanding Convertible Subordinated Debt that is not
extinguished pursuant to (i) above;

          (c)  the interest rate on the Senior Notes (as defined in the S-4)
shall not exceed 12% per annum payable in cash, and the interest rate on the
Senior Convertible Notes (as defined

                                        4

<PAGE>

in the S-4) shall not exceed 5% per annum payable in cash or CellStar Common
Stock (as defined in the S-4), at the option of the Parent;

          (d)  the maturity date of the Senior Notes shall not be before January
15, 2007 and the maturity date of the Senior Convertible Notes shall not be
before November 15, 2002; and

          (e)  after giving effect to the Exchange Offer or any other payment
made on or before the maturity date to the holders of the Convertible
Subordinated Debt, the Borrowers will have Excess Availability of not less than
$10,000,000 as demonstrated to the satisfaction of Agent;

provided, however, the above-referenced waiver shall not waive any other
--------  -------
requirement or hinder, restrict or otherwise modify the rights and remedies of
Agent or the Lenders following the occurrence of any other Default or Event of
Default under the Loan Agreement, including, but not limited to, any future
defaults by Borrowers of the covenants contained in Section 6.16 or Section
7.1(d) of the Loan Agreement.

     4.   Amendment to Section 7.1 of the Loan Agreement. Section 7.1 of the
          ----------------------------------------------
Loan Agreement, "Indebtedness," is hereby modified and amended by deleting the
                 ------------
word "and" at the end of subsection (g) thereof, by deleting the period after
subsection (h) and substituting "; and" therefor, and by adding the following
subsection (i):

          "(i) Customary and prudent insurance financing arrangements for the
financing of insurance premiums by third party insurance finance companies in
the ordinary course of business, provided the aggregate Indebtedness outstanding
in connection therewith shall not exceed $10,000,000 at any time."

     5.   Amendment to Section 7.8 of the Loan Agreement. Section 7.8 of the
          ----------------------------------------------
Loan Agreement, "Prepayments and Amendments," is hereby modified and amended by
                 --------------------------
deleting subsection (a) thereof and inserting the following in substitution
thereof:

          "(a) Except in connection with a refinancing permitted by Section
                                                                    -------
7.1(d) or the conversion, exchange, refinancing or repayment of the Convertible
------
Subordinated Debt in accordance with the terms of Section 6.16, prepay, redeem,
                                                  ------------
defease, purchase, or otherwise acquire any Indebtedness of any Borrower or make
any payment on the Convertible Subordinated Debt, or any other Indebtedness
issued in exchange thereof, other than (i) the Obligations in accordance with
this Agreement, and (ii) provided no Default or Event of Default has occurred or
will be caused thereby, (x) regularly scheduled payments of accrued and unpaid
interest on the Convertible Subordinated Debt, or other Indebtedness issued in
exchange thereof, and (y) Indebtedness under Permitted Affiliate Transactions to
the extent the repayment thereof is permitted by the Intercompany Subordination
Agreement, and"

     6.   Amendment to Section 7.17 of the Loan Agreement. Section 7.17 of the
          -----------------------------------------------
Loan Agreement, "Use of Proceeds," is hereby modified and amended by deleting
                 ---------------
subsection 7.17 in its entirety and inserting the following in substitution
thereof:

          "7.17 Use of Proceeds. Use the proceeds of the Advances for any
                ---------------
purpose other than (a) on the Closing Date, (i) to repay in full the outstanding
principal, accrued interest, and

                                       5

<PAGE>

accrued fees and expenses owing under the Existing Credit Facility, and (ii) to
pay transactional fees, costs, and expenses incurred in connection with this
Agreement, the other Loan Documents, and the transactions contemplated hereby
and thereby, and (b) thereafter, consistent with the terms and conditions
hereof, for its lawful and permitted purposes. Notwithstanding the foregoing,
Borrowers shall be permitted to use (i) not more than $30,000,000 of the
proceeds of Advances to fund the consummation of an exchange offer to extinguish
its outstanding Convertible Subordinated Debt and (ii) not more than $7,500,000
plus, an amount equal to $30,000,000 less the actual amount of the proceeds of
----                                 ----
Advances used pursuant to (i) above, of the proceeds of Advances to retire any
outstanding Convertible Subordinated Debt that is not extinguished pursuant (i)
above."

     7.  No Other Amendments or Waivers. Except as otherwise expressed herein,
         ------------------------------
the execution, delivery and effectiveness of this Amendment shall not operate as
a waiver of any right, power or remedy of the Agent or the Lenders under the
Loan Agreement or any of the other Loan Documents, nor constitute a waiver of
any provision of the Loan Agreement or any of the other Loan Documents. Except
for the amendment set forth above, the text of the Loan Agreement and all other
Loan Documents shall remain unchanged and in full force and effect and each
Borrower hereby ratifies and confirms its obligations thereunder. This Amendment
shall not constitute a modification of the Loan Agreement or a course of dealing
with the Agent or the Lenders at variance with the Loan Agreement such as to
require further notice by the Agent or the Lenders to require strict compliance
with the terms of the Loan Agreement and the other Loan Documents in the future,
except as expressly set forth herein. Each Borrower acknowledges and expressly
agrees that the Agent and the Lenders reserve the right to, and do in fact,
require strict compliance with all terms and provisions of the Loan Agreement
and the other Loan Documents. The Borrowers have no knowledge of any challenge
to the Agent's or any Lenders' claims arising under the Loan Documents, or to
the effectiveness of the Loan Documents.

     8.  Conditions Precedent to Effectiveness. This Amendment shall become
         -------------------------------------
effective as of the date hereof when, and only when, Agent shall have received
each of the following:

         (a)   a fully executed and delivered counterparts of this Amendment by
the Borrowers, Required Lenders and Agent;

         (b)   payment of an Agent's amendment fee from the Borrowers in the
amount of $137,500 (it being understood that, by execution and delivery of this
Amendment, Borrowers authorize Agent to charge Borrowers' Loan Account for such
fee and such amount shall thereafter accrue interest at the rate applicable to
Advances under the Loan Agreement in accordance with Section 2.6 of the Loan
                                                     -----------
Agreement) payable to the Agent for its sole benefit;

         (c)   payment of a Lenders' amendment fee from the Borrowers in the
amount of $500,000 (it being understood that, by execution and delivery of this
Amendment, Borrowers authorize Agent to charge Borrowers' Loan Account for such
fee and such amount shall thereafter accrue interest at the rate applicable to
Advances under the Loan Agreement in accordance with Section 2.6 of the Loan
                                                     -----------
Agreement) which shall be for the benefit of the Lenders in accordance with each
Lender's Pro Rata Share;

                                       6

<PAGE>

         (d) projections in form and substance satisfactory to the Agent
demonstrating that the Borrowers will have the ability to fund the Exchange
Offer upon the terms and conditions contained herein, and after giving effect to
the Exchange Offer, the Borrowers will have Excess Availability of not less than
$10,000,000; and

         (e) such other information, documents, instruments or approvals as the
Agent or the Agent's counsel may reasonably require.

     9.  Representations and Warranties of Borrowers. Each Borrower represents
         -------------------------------------------
and warrants to the Agent and the Lenders as follows:

         (a) Each Borrower is a corporation or limited partnership organized or
formed, as the case may be, validly existing and in good standing under the laws
of the jurisdiction indicated on the signature pages hereto and in all other
jurisdictions in which the failure to be so qualified reasonably could be
expected to constitute a Material Adverse Change;

         (b) The execution, delivery, and performance by each Borrower of this
Amendment and the Loan Documents to which it is a party, as amended hereby, are
within such Borrower's corporate or partnership authority, have been duly
authorized by all necessary corporate or partnership action and do not and will
not (i) violate any provision of federal, state, or local law or regulation
applicable to such Borrower, the Governing Documents of any Borrower, or any
order, judgment, or decree of any court or other Governmental Authority binding
on any Borrower, (ii) conflict with, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under any material contractual
obligation of any Borrower, (iii) result in or require the creation or
imposition of any Lien of any nature whatsoever upon any properties or assets of
any Borrower, other than Permitted Liens, or (iv) require any approval of any
Borrower's shareholders, partners, or members or any approval or consent of any
Person under any material contractual obligation of any Borrower;

         (c) The execution, delivery, and performance by each Borrower of this
Amendment and the Loan Documents to which it is a party, as amended hereby, do
not and will not require any registration with, consent, or approval of, or
notice to, or other action with or by, any Governmental Authority or other
Person;

         (d) This Amendment and each other Loan Document to which each Borrower
is a party, and all other documents contemplated hereby and thereby, when
executed and delivered by each Borrower will be the legally valid and binding
obligations of such Borrower, enforceable against each Borrower in accordance
with their respective terms, except as enforcement may be limited by equitable
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar
laws relating to or limiting creditors' rights generally; and

         (e) No Default or Event of Default is existing.

     10. Counterparts. This Amendment may be executed in multiple counterparts,
         ------------
each of which shall be deemed to be an original and all of which, taken
together, shall constitute one and the same agreement. In proving this Amendment
in any judicial proceedings, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against

                                       7

<PAGE>

whom such enforcement is sought. Any signatures delivered by a party by
facsimile transmission shall be deemed an original signature hereto.

     11. Reference to and Effect on the Loan Documents. Upon the effectiveness
         ---------------------------------------------
of this Amendment, on and after the date hereof each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof" or words of like import
referring to the Loan Agreement, and each reference in the other Loan Documents
to "the Loan Agreement" "thereunder," "thereof" or words of like import
referring to the Loan Agreement, shall mean and be a reference to the Loan
Agreement as amended hereby.

     12. Costs, Expenses and Taxes. Borrowers agree to pay on demand all
         -------------------------
reasonable costs and expenses in connection with the preparation, execution, and
delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agent with respect thereto and with
respect to advising the Agent as to its rights and responsibilities hereunder
and thereunder.

     13. Governing Law. This Amendment shall be deemed to be made pursuant to
         -------------
the laws of the State of Georgia with respect to agreements made and to be
performed wholly in the State of Georgia, and shall be construed, interpreted,
performed and enforced in accordance therewith, without reference to the
conflict or choice of laws provisions thereof.

     14. Loan Document. This Amendment shall be deemed to be a Loan Document for
         -------------
all purposes.

               [The remainder of the page is intentionally blank.]

                                       8

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the day and year first written above.



BORROWERS:                               CELLSTAR CORPORATION,
                                         a Delaware corporation



                                         /s/ Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel

                                         CELLSTAR, LTD., a Texas limited
                                         partnership

                                         By: National Auto Center, Inc.
                                             its General Partner


                                         /s/ Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel


                                         NATIONAL AUTO CENTER,
                                         INC., a Delaware corporation


                                         /s/ Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel


                                         CELLSTAR AIR SERVICES, INC.,
                                         a Delaware corporation


                                         /s/ Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel

                       SECOND AMENDMENT TO LOAN AGREEMENT
                                Signature Page 1

<PAGE>

                                         CELLSTAR TELECOM, INC.,
                                         a Delaware corporation


                                         /s/ Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel


                                         CELLSTAR FINANCO, INC.,
                                         a Delaware corporation


                                         /s/ Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel


                                         A&S AIR SERVICE, INC.,
                                         a Delaware Corporation


                                         /s/ Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel


                                         CELLSTAR INTERNATIONAL CORPORATION/SA,
                                         a Delaware corporation


                                         /s/  Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel

                                         CELLSTAR FULFILLMENT, INC.,
                                         a Delaware corporation


                                         /s/ Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel

                       SECOND AMENDMENT TO LOAN AGREEMENT
                                Signature Page 2

<PAGE>

                                      CELLSTAR INTERNATIONAL CORPORATION/ASIA,
                                      a Delaware Corporation


                                      /s/ Elaine Flud Rodriguez
                                      ---------------------------------------
                                      By: Elaine Flud Rodriguez
                                      Title: Sr. VP and General Counsel


                                      AUDIOMEX EXPORT CORP.,
                                      a Texas corporation


                                      /s/  Elaine Flud Rodriguez
                                      ---------------------------------------
                                      By: Elaine Flud Rodriguez
                                      Title: Sr. VP and General Counsel


                                      NAC HOLDINGS, INC., a Nevada corporation


                                      /s/  Elaine Flud Rodriguez
                                      ---------------------------------------
                                      By: Elaine Flud Rodriguez
                                      Title: President

                                      CELLSTAR GLOBAL SATELLITE SERVICES, LTD.,
                                      a Texas limited partnership

                                      By: National Auto Center, Inc.
                                          its General Partner


                                      /s/  Elaine Flud Rodriguez
                                      ---------------------------------------
                                      By: Elaine Flud Rodriguez
                                      Title: Sr. VP and General Counsel

                       SECOND AMENDMENT TO LOAN AGREEMENT
                                Signature Page 3

<PAGE>

                                         CELLSTAR FULFILLMENT LTD.,
                                         a Texas limited partnership

                                         By: CellStar Fulfillment, Inc.
                                             its General Partner


                                         /s/  Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel


                                         FLORIDA PROPERTIES, INC.,
                                         a Texas corporation


                                         /s/  Elaine Flud Rodriguez
                                         ---------------------------------------
                                         By: Elaine Flud Rodriguez
                                         Title: Sr. VP and General Counsel



AGENT AND LENDERS:                       FOOTHILL CAPITAL
                                         CORPORATION, a California
                                         corporation, as Agent and as a
                                         Lender



                                         /s/ Robert Bernier
                                         ---------------------------------------
                                         By: Robert Bernier
                                         Title: Vice President

                                         FLEET CAPITAL CORPORATION ,
                                         as a Lender

                                         /s/ E.James Beckemeier
                                         ---------------------------------------
                                         By: E.James Beckemeier
                                             -----------------------------------
                                         Title: Vice President

                       SECOND AMENDMENT TO LOAN AGREEMENT
                                Signature Page 4

<PAGE>

                                         TEXTRON FINANCIAL CORPORATION,
                                         as a Lender


                                         /s/ Jerrold K. Brown
                                         ---------------------------------------
                                         By: Jerrold K. Brown
                                         Title: Senior Vice President


                                         PNC BANK NATIONAL ASSOCIATION,
                                         as a Lender

                                         /s/  Robin L. Arriola
                                         ---------------------------------------
                                         By: Robin L. Arriola
                                         Title: Vice President

                       SECOND AMENDMENT TO LOAN AGREEMENT
                                Signature Page 5