AMENDMENT NO. 2

                                       TO

                                 LOAN AGREEMENT


         AMENDMENT NO. 2 dated as of September 30, 1999, among MERISEL AMERICAS,
INC.  ("Borrower"),  the financial  institutions  listed on the signature  pages
hereof (each a "Lender" and  collectively,  the  "Lenders") and BANK OF AMERICA,
N.A., as agent (the "Agent").

         WHEREAS,  the  Borrower,  the Agent and the  Lenders  are  parties to a
certain  Loan and  Security  Agreement,  dated as of June 30,  1998  (the  "Loan
Agreement"), pursuant to which the Lenders have agreed, subject to the terms and
conditions therein set forth, to provide certain financial accommodations to the
Borrower; and

         WHEREAS, the Borrower desires that the Lenders amend certain provisions
of the Loan  Agreement,  and the Lenders are  willing,  subject to the terms and
conditions hereinafter set forth, to do so;

         NOW, THEREFORE, the Borrowers and the Lenders hereby agree as follows:

         SECTION 1.        CAPITALIZED  TERMS.  Capitalized  terms used  but not
defined herein shall have the respective meanings set forth in the Loan
Agreement.

         SECTION 2.        AMENDMENTS

                  (a)      The  definition of  "Applicable  Margin" set forth in
Section 1.1 of the Loan  Agreement is hereby amended by:

(i)      deleting  the amount of "0%" set forth in clause  (i)  thereof  and
         substituting  therefor  the amount of ".75%"; and

(ii)     deleting  the amount of "2.25%" set forth in
         the table  contained in such  definition and
         substituting therefor the amount of "3.00%."

                  (b)      Sections  9.22  and 9.23 of the  Loan  Agreement  are
hereby  amended  to read in their entirety as follows:

                  "9.22  Minimum  Adjusted Net  Earnings  from  Operations.  The
                  Parent will maintain  Adjusted Net Earnings  from  Operations,
                  determined as of the last day of each Fiscal Year, of not less
                  than  ($35,000,000)  for  1999,  ($11,500,000)  for  2000  and
                  $3,000,000 for each Fiscal year thereafter.


<PAGE>



           9.23   Interest  Coverage  Ratio.  For the fiscal  periods  set forth
                  below, the Parent will maintain an Interest  Coverage Ratio in
                  the amount set forth opposite such fiscal period:

             Fiscal Period                                      Ratio

   Four quarters ending September 30, 1999                   .72 to 1.00
   Four quarters ending December 31, 1999                    .15 to 1.00
   Quarter ending March 31, 2000                             .90 to 1.00
   Quarter ending June 30, 2000                              .90 to 1.00
   Quarter ending September 30, 2000                        1.00 to 1.00
   Quarter ending December 31, 2000                         1.10 to 1.00
   Each quarter ending thereafter                           1.10 to 1.00"


         SECTION 3.  EFFECTIVENESS.  The  amendment  made  herein  shall  become
effective  as of  September  30,  1999,  when (i) the  Lenders  shall  have duly
executed and delivered  this Agreement and  counterparts  hereof shall have been
duly executed and delivered to the Agent by the Borrower and (ii) Borrower shall
have paid Agent on behalf of Lenders an amendment fee of $75,000.

         SECTION 4.  COUNTERPARTS  AND  GOVERNING  LAW.  This  Agreement  may be
executed in counterparts,  each of which shall be an original, and all of which,
taken together,  shall constitute a single  instrument.  This Agreement shall be
governed  by,  and  construed  in  accordance  with  the  law  of the  State  of
California.

         SECTION  5.   REFERENCES  TO  LOAN   AGREEMENT.   From  and  after  the
effectiveness  of this  Agreement  and the waivers and  agreements  contemplated
hereby,  all  references in the Loan  Agreement to "this  Agreement",  "hereof",
"herein",  and  similar  terms  shall  mean and refer to the Loan  Agreement  as
certain  provisions  thereof are amended or supplemented by this Agreement,  and
all  references  in  other  documents  to the Loan  Agreement  shall  mean  such
agreement  as certain  provisions  thereof are amended or  supplemented  by this
Agreement.

         SECTION  6.  INVALIDITY.  Whenever  possible,  each  provision  of this
Agreement shall be interpreted in such manner as to be effective and valid under
all  applicable  laws  and  regulations.  If,  however,  any  provision  of this
Agreement shall be prohibited by or invalid under any such law or regulation, it
shall be deemed  modified to conform to the minimum  requirements of such law or
regulation,  or if for any  reason  it is not  deemed so  modified,  it shall be
ineffective  and valid  only to the  extent of such  prohibition  or  invalidity
without  the  remainder  thereof  or any of the  remaining  provisions  of  this
Agreement being prohibited or invalid.

         SECTION 7.        RATIFICATION  AND  CONFIRMATION.  The Loan  Agreement
is hereby ratified and confirmed and, except as herein otherwise agreed, remains
unmodified and in full force and effect.
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.


                                         MERISEL AMERICAS, INC.

                                         By:___________________________
                                         Title:________________________




                                         BANK OF AMERICA, N.A.
                                         Individually and as Agent


                                         By:___________________________
                                         Title:________________________



                                         CONGRESS FINANCIAL CORPORATION


                                          By:___________________________
                                          Title:________________________