Amended And Restated Bylaws - CLST HOLDINGS, INC. - 7-13-2001 by CLHI-Agreements

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									Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CELLSTAR CORPORATION (as effective July 5, 2001) ARTICLE I - OFFICES SECTION ONE. REGISTERED OFFICE. The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the registered agent in charge thereof is The Corporation Trust Company. SECTION TWO. OTHER OFFICES. In addition to its registered office in the State of Delaware, the corporation may have an office or offices both within and without the State of Delaware at such places as shall be determined from time to time by the Board of Directors or as the business of the corporation may require. ARTICLE II - MEETINGS OF STOCKHOLDERS SECTION ONE. PLACE OF MEETINGS. All meetings of the stockholders for the election of Directors shall be held in the City of Carrollton, County of Dallas, State of Texas, at such place as may be fixed from time to time by the Board of Directors, or at such other place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of the stockholders for any other purpose may be held at such time and place, either within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. SECTION TWO. ANNUAL MEETINGS. The annual meeting of the stockholders of the corporation for the purpose of electing directors and transacting such other business as properly may be brought before the meeting shall be held on such date and at such time and place, either within or without the State of Delaware, as shall be designated by the Board of Directors and stated in the notice of the meeting. SECTION THREE. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, shall be called as provided in the Amended and Restated Certificate of Incorporation. SECTION FOUR. NOTICE OF MEETINGS. Notice of the date, hour, place and purposes of every meeting of the stockholders shall be delivered personally or mailed not less than ten (10) days nor more than sixty (60) days previous thereto, to each stockholder of record then entitled to vote who shall have furnished a written address to the Secretary of the corporation for that purpose. Such further notice shall be given as may be required by law or the Amended and Restated Certificate of Incorporation. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice. Meetings may be held without notice if all stockholders then entitled to vote are present or represented thereat, or if notice is waived by those not present or represented. SECTION FIVE. QUORUM AND ADJOURNMENT OF MEETINGS. (A) The holders of record of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of the business except as otherwise provided by law, by the Amended and Restated Certificate of Incorporation or by these Amended and Restated Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person, or represented by proxy, shall have power to adjourn the meeting, from time to time, by majority vote of those present, without notice other than announcement at the meeting, until the requisite number of shares of stock then entitled to vote shall be present. At such adjourned meeting at which such requisite number of shares of stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION FIVE. QUORUM AND ADJOURNMENT OF MEETINGS. (A) The holders of record of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of the business except as otherwise provided by law, by the Amended and Restated Certificate of Incorporation or by these Amended and Restated Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person, or represented by proxy, shall have power to adjourn the meeting, from time to time, by majority vote of those present, without notice other than announcement at the meeting, until the requisite number of shares of stock then entitled to vote shall be present. At such adjourned meeting at which such requisite number of shares of stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified. (B) The number of shares required to constitute a quorum, as set forth above, may not be reduced to less than a majority of the shares issued and outstanding without approval of the stockholders. SECTION SIX. VOTING; PROXY. Each outstanding share of the corporation's capital stock will be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or series are increased, limited or denied by the Amended and Restated Certificate of Incorporation. At each meeting of the stockholders, every stockholder then having the right to vote at such meeting shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to such meeting, unless said instrument provides for a longer period. No shares of stock of the corporation may be voted by proxy at any stockholder meeting by any person unless, prior to or at the time of the commencing of the meeting or reconvening of any adjournment thereof, such proxy shall have been filed with the Secretary of the corporation. A duly executed proxy shall be irrevocable if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The vote for directors, and, upon the demand of any stockholder, the vote upon any question before the meeting, shall be by ballot, except as otherwise provided in the Amended and Restated Certificate of Incorporation or as may be required by law. When a quorum is present at any meeting, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall decide any questions brought before such meeting, unless the question is one upon which, by express provision of statute or of the Amended and Restated Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decisions of such questions. There shall be no cumulative voting. SECTION SEVEN. ELECTION OF DIRECTORS. Directors shall be nominated and elected as provided in the Amended and Restated Certificate of Incorporation and shall be elected by a 2

plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. SECTION EIGHT. STOCKHOLDERS LIST. It shall be the duty of the officer who shall have charge of the stock ledger to prepare or make, at least ten (10) days before every election, a complete list of stockholders entitled to vote, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open for said ten (10) days to the examination of any stockholder during the usual hours for business and shall be produced and kept either at a place within the city where the meeting is to be held that is specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list of stockholders shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. SECTION NINE. INSPECTORS OF ELECTION. The corporation, in advance of each meeting of stockholders, shall appoint one (1) or more inspectors of election to assist the Secretary of the corporation in the conduct of elections at such meeting. If any inspector of election shall for any reason fail to attend and to act at such meeting, an inspector of election may be appointed by the chairman of the meeting.

plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. SECTION EIGHT. STOCKHOLDERS LIST. It shall be the duty of the officer who shall have charge of the stock ledger to prepare or make, at least ten (10) days before every election, a complete list of stockholders entitled to vote, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open for said ten (10) days to the examination of any stockholder during the usual hours for business and shall be produced and kept either at a place within the city where the meeting is to be held that is specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list of stockholders shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. SECTION NINE. INSPECTORS OF ELECTION. The corporation, in advance of each meeting of stockholders, shall appoint one (1) or more inspectors of election to assist the Secretary of the corporation in the conduct of elections at such meeting. If any inspector of election shall for any reason fail to attend and to act at such meeting, an inspector of election may be appointed by the chairman of the meeting. SECTION TEN. ORDER OF BUSINESS. At each meeting of the stockholders, one of the following persons, in the order in which they are listed (and in the absence of the first, the next, and so on), shall serve as chairman of the meeting: Chairman of the Board, Chief Executive Officer, President, Vice Presidents (in the order of their seniority if more than one) and Secretary. The order of business at each such meeting shall be as determined by the chairman of the meeting. Except as may be limited by law or the Amended and Restated Certificate of Incorporation, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls. ARTICLE III - BOARD OF DIRECTORS SECTION ONE. BOARD OF DIRECTORS. The business and affairs of the corporation shall be managed by a Board of Directors. The Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things on its behalf as are not by statute or by the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws directed or required to be exercised or done by stockholders. The Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Amended and Restated Certificate of Incorporation of the corporation, or these Amended and Restated Bylaws for the 3

conduct of its meetings and management of the affairs of the corporation as the Board may deem proper. SECTION TWO. NUMBER; ELECTION; TENURE AND CLASSIFICATION. The number of directors constituting the Board shall be as determined pursuant to the Amended and Restated Certificate of Incorporation. Directors need not be stockholders. They shall be elected as provided in the Amended and Restated Certificate of Incorporation, and shall serve until their respective successors shall be elected and qualified or until their earlier resignation or removal. SECTION THREE. MEETINGS. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors or may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at such times and at such places as may from time to time be fixed by resolution of the Board of Directors, and no notice of such regular meetings need be given. Special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer or of three (3) directors, by oral, telegraphic or written notice, duly delivered, sent or mailed to each director not less than three (3) days before such meeting. A meeting of the Board of

conduct of its meetings and management of the affairs of the corporation as the Board may deem proper. SECTION TWO. NUMBER; ELECTION; TENURE AND CLASSIFICATION. The number of directors constituting the Board shall be as determined pursuant to the Amended and Restated Certificate of Incorporation. Directors need not be stockholders. They shall be elected as provided in the Amended and Restated Certificate of Incorporation, and shall serve until their respective successors shall be elected and qualified or until their earlier resignation or removal. SECTION THREE. MEETINGS. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors or may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at such times and at such places as may from time to time be fixed by resolution of the Board of Directors, and no notice of such regular meetings need be given. Special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer or of three (3) directors, by oral, telegraphic or written notice, duly delivered, sent or mailed to each director not less than three (3) days before such meeting. A meeting of the Board of Directors may be held, without notice, immediately after the annual meeting of the stockholders, at the same place at which such meeting was held. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing. SECTION FOUR. QUORUM; VOTING. A quorum for the transaction of business at all meetings of the Board of Directors shall consist of a majority of the directors then in office. If, however, such quorum shall not be present, the directors present shall have power to adjourn the meeting, from time to time, by majority vote, without notice other than announcement at the meeting, until the requisite number of directors shall be present. The act of the majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws. SECTION FIVE. VACANCIES. Vacancies on the Board of Directors shall be filled in accordance with the provisions of the Amended and Restated Certificate of Incorporation. SECTION SIX. RESIGNATION AND REMOVAL. A director may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer of the corporation. Such resignation shall take effect upon receipt thereof by the Board of Directors or by the Chief Executive Officer, unless otherwise specified therein. Removal of directors shall be governed by the provisions of the Amended and Restated Certificate of Incorporation. SECTION SEVEN. COMPENSATION. Each director shall receive for services rendered as a director of the corporation such compensation and reimbursements as may be fixed by the 4

Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. SECTION EIGHT. TELEPHONIC MEETINGS OF BOARD OF DIRECTORS. The Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting. SECTION NINE. ACTION WITHOUT MEETING. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee. ARTICLE IV - COMMITTEES

Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. SECTION EIGHT. TELEPHONIC MEETINGS OF BOARD OF DIRECTORS. The Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting. SECTION NINE. ACTION WITHOUT MEETING. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee. ARTICLE IV - COMMITTEES SECTION ONE. COMPENSATION COMMITTEE. (A) There may be a Compensation Committee of the Board of Directors consisting of two (2) or more directors of the corporation designated by resolution passed by a majority of the entire Board of Directors. Members of the Compensation Committee shall have such powers as shall be conferred or authorized by the resolution establishing such Committee and shall hold office during their terms as directors; provided that the Board of Directors shall have the power at any time to remove any of the members thereof and to appoint other directors in lieu of the persons so removed. The Board of Directors shall also designate the Chairman of the Compensation Committee. (B) All action of the Compensation Committee shall be reported to the Board of Directors at its meeting next succeeding such action. Regular minutes of the proceedings of the Compensation Committee shall be kept in a book provided for that purpose. Vacancies in the Compensation Committee shall be filled by the Board of Directors. (C) A majority of the Compensation Committee shall be necessary to constitute a quorum, and, in every case, an affirmative vote of a majority of the members shall be necessary for the passage of any resolution. It shall fix its own rules of procedure and shall meet as provided by such rules or by resolution of the Board of Directors, and it shall also meet at the call of the chairman or of any two (2) members of the Compensation Committee. If the Compensation Committee fails to fix its own rules, the provisions in these Amended and Restated Bylaws, pertaining to the calling of meetings and conduct of business by the Board of Directors, shall apply. 5 SECTION TWO. AUDIT COMMITTEE. (A) There may be an Audit Committee of the Board of Directors consisting of at least three (3) members designated by resolution passed by a majority of the entire Board of Directors. The members shall meet the qualifications for members established by the Audit Committee in its rules or charter from time to time. Members of the Audit Committee shall hold office during their terms as directors, provided the Board of Directors shall have the power at any time to remove any of the members thereof and to appoint other directors in lieu of the persons so removed. The Board of Directors shall also designate the chairman of the Audit Committee. The Audit Committee shall review the scope of the independent auditors' examinations of the corporation's financial statements and receive and review their reports. The Audit Committee shall also meet with the independent auditors, receive recommendations or suggestions for changes in accounting procedures and initiate and supervise any special investigations it may choose to undertake." (B) All action of the Audit Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors, provided that no rights of third parties shall be affected by any such provision or alteration. Regular minutes of the proceedings of the Audit Committee shall be kept in a book provided for that purpose. Vacancies in the Audit Committee shall be filled by the Board of Directors.

SECTION TWO. AUDIT COMMITTEE. (A) There may be an Audit Committee of the Board of Directors consisting of at least three (3) members designated by resolution passed by a majority of the entire Board of Directors. The members shall meet the qualifications for members established by the Audit Committee in its rules or charter from time to time. Members of the Audit Committee shall hold office during their terms as directors, provided the Board of Directors shall have the power at any time to remove any of the members thereof and to appoint other directors in lieu of the persons so removed. The Board of Directors shall also designate the chairman of the Audit Committee. The Audit Committee shall review the scope of the independent auditors' examinations of the corporation's financial statements and receive and review their reports. The Audit Committee shall also meet with the independent auditors, receive recommendations or suggestions for changes in accounting procedures and initiate and supervise any special investigations it may choose to undertake." (B) All action of the Audit Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors, provided that no rights of third parties shall be affected by any such provision or alteration. Regular minutes of the proceedings of the Audit Committee shall be kept in a book provided for that purpose. Vacancies in the Audit Committee shall be filled by the Board of Directors. (C) A majority of the members of the Audit Committee shall be necessary to constitute a quorum, and, in every case, an affirmative vote of a majority of the members shall be necessary for the passage of any resolution. It shall fix its own rules of procedure and shall meet as provided by such rules or by resolution of the Board of Directors, and it shall also meet at the call of the chairman or of any two (2) members of the Audit Committee. If the Audit Committee fails to fix its own rules, the provisions in these Amended and Restated Bylaws, pertaining to the calling of meetings and conduct of business by the Board of Directors, shall apply as nearly as may be. SECTION THREE. DESIGNATION AND POWERS OF OTHER COMMITTEES. The Board of Directors may, in its discretion, by the affirmative vote of a majority of the entire Board of Directors, appoint such other committees of two or more directors which shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing them. A majority of any such committee, if the committee be composed of more than two members, may determine its action and fix the time and place of its meetings unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committees. SECTION FOUR. PROCEDURE; MEETINGS; QUORUM. Regular meetings of any committee of the Board of Directors, of which no notice shall be necessary, may be held at such times and places as shall be fixed by resolution adopted by a majority of the members thereof. Special meetings of any committee of the Board shall be called at the request of any member thereof. Notice of each special meeting of any committee of the Board shall be sent by mail, 6

telegraph or telephone, or be delivered personally to each member thereof not later than the day before the day on which the meeting is to be held, but notice need not be given to any member who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of such notice to such member. Any special meeting of any committee of the Board shall be a legal meeting without any notice thereof having been given, if all the members thereof shall be present thereat. Notice of any adjourned meeting of any committee of the Board need not be given. Any committee of the Board may adopt such rules and regulations not inconsistent with the provisions of law, the Amended and Restated Certificate of Incorporation of the corporation or these Amended and Restated Bylaws for the conduct of its meetings as such committee may deem proper. A majority of a committee of the Board shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the members thereof present at any meeting at which a quorum is present shall be the act of such committee. In the absence or disqualification of a member, the remaining members, whether or not a quorum, may fill a vacancy. Each committee of the Board of Directors shall keep written minutes of its proceedings, a copy of which is to be filed with the secretary of the corporation, and shall report on such proceedings to the Board. ARTICLE V - OFFICERS

telegraph or telephone, or be delivered personally to each member thereof not later than the day before the day on which the meeting is to be held, but notice need not be given to any member who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of such notice to such member. Any special meeting of any committee of the Board shall be a legal meeting without any notice thereof having been given, if all the members thereof shall be present thereat. Notice of any adjourned meeting of any committee of the Board need not be given. Any committee of the Board may adopt such rules and regulations not inconsistent with the provisions of law, the Amended and Restated Certificate of Incorporation of the corporation or these Amended and Restated Bylaws for the conduct of its meetings as such committee may deem proper. A majority of a committee of the Board shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the members thereof present at any meeting at which a quorum is present shall be the act of such committee. In the absence or disqualification of a member, the remaining members, whether or not a quorum, may fill a vacancy. Each committee of the Board of Directors shall keep written minutes of its proceedings, a copy of which is to be filed with the secretary of the corporation, and shall report on such proceedings to the Board. ARTICLE V - OFFICERS SECTION ONE. EXECUTIVE OFFICERS. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose a Chairman of the Board who may or may not be an executive officer or employee of the Company, a Chief Executive Officer who shall be a member of the Board of Directors, a President and one or more Vice Presidents, a Chief Financial Officer, a Secretary, a Treasurer and such other officers as it shall deem necessary, who need not be members of the Board of Directors. Any two or more offices may be held by the same person. SECTION TWO. OTHER OFFICERS AND AGENTS. The Board of Directors may, by resolution, at any time, appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such offices as shall be determined from time to time by the Board of Directors. To the extent it deems advisable and in the best interests of the corporation, the Board of Directors may, by resolution, at any time, delegate the authority granted by this Section to the Chairman of the Board, Chief Executive Officer and President of the Company, subject to ratification by the Board of Directors. SECTION THREE. TENURE; RESIGNATION; REMOVAL AND VACANCIES. The officers of the corporation shall hold office until their death, their successors are elected and qualify in their stead or until their resignation or removal, whichever shall first occur; provided, however, that if the term of office of any officer elected or appointed pursuant to Section Two of this Article V shall have been fixed by the Board of Directors, he shall cease to hold such office not later than the date of expiration of such term regardless of whether any other person shall have been elected or appointed to succeed him. Any officer or agent elected or appointed by the Board 7

of Directors may be removed at any time, with or without cause, by the affirmative vote of the majority of the entire Board of Directors; provided, however, that any such removal shall be without prejudice to the rights, if any, of the officer so employed under any employment contract or other agreement with the corporation. An officer may resign at any time upon written notice to the Board of Directors. If the office of any officer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor or successors to hold such office for such term as may be specified by the Board of Directors. SECTION FOUR. COMPENSATION. The salaries of all executive officers of the corporation shall be fixed by the Compensation Committee of the Board of Directors unless overruled by the action of the Board of Directors. To the extent it deems advisable and in the best interests of the corporation, the Board of Directors may, by resolution, at any time, delegate the authority granted by this Section to the Chairman of the Board, Chief Executive Officer and President of the Corporation, subject to ratification by the Board of Directors or the Company Committee. SECTION FIVE. AUTHORITY AND DUTIES. All officers as between themselves and the corporation, shall

of Directors may be removed at any time, with or without cause, by the affirmative vote of the majority of the entire Board of Directors; provided, however, that any such removal shall be without prejudice to the rights, if any, of the officer so employed under any employment contract or other agreement with the corporation. An officer may resign at any time upon written notice to the Board of Directors. If the office of any officer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor or successors to hold such office for such term as may be specified by the Board of Directors. SECTION FOUR. COMPENSATION. The salaries of all executive officers of the corporation shall be fixed by the Compensation Committee of the Board of Directors unless overruled by the action of the Board of Directors. To the extent it deems advisable and in the best interests of the corporation, the Board of Directors may, by resolution, at any time, delegate the authority granted by this Section to the Chairman of the Board, Chief Executive Officer and President of the Corporation, subject to ratification by the Board of Directors or the Company Committee. SECTION FIVE. AUTHORITY AND DUTIES. All officers as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in these Amended and Restated Bylaws. In addition to the powers and duties hereinafter specifically prescribed for the respective officers, the Board of Directors may from time to time impose or confer upon any of the officers such additional duties and powers as the Board of Directors may see fit, and the Board of Directors may from time to time impose or confer any or all of the duties and powers hereinafter specifically prescribed for any officer upon any other officer or officers. SECTION SIX. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors at which he is present. The Chairman of the Board shall have such other powers and perform such other duties as from time to time may be conferred upon him by the Board of Directors. SECTION SEVEN. PRESIDENT. The President of the corporation shall be the chief administrative officer of the corporation and, subject to the control of the Board of Directors and the Chief Executive Officer, will supervise and control all of the business and affairs of the corporation and, in connection therewith, shall be authorized to delegate to other officers of the corporation such of his powers and duties as the President at such times and in such manner as he may deem to be advisable. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall perform all such other duties as are incident to his office or are properly required of him by the Chief Executive Officer or the Board of Directors. He shall vote, in the name of the corporation, stock or securities in other corporations or associations held by the corporation, unless another officer is designated by the Board of Directors for the purpose. He shall from time to time report to the Board of Directors all matters within his knowledge which the interest of the corporation may require to be brought to their notice, and 8

shall also perform such other duties as may be assigned to him from time to time by the Chief Executive Officer or the Board of Directors. SECTION EIGHT. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the corporation shall have, subject only to the Board of Directors, general and active management and supervision of the business and affairs of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have all powers and duties or supervision and management usually vested in the general manager of a corporation, including the supervision and direction of all other officers of the corporation and the power to appoint and discharge agents and employees. Except where by law the signature of the President is required, the Chief Executive Officer shall possess the same power as the President to sign all certificates, contracts and other instruments of the corporation. He shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. SECTION NINE. CHIEF FINANCIAL OFFICER. The Chief Financial Officer of the corporation shall assist the Chief Executive Officer and President in the general control and management of the business affairs of the

shall also perform such other duties as may be assigned to him from time to time by the Chief Executive Officer or the Board of Directors. SECTION EIGHT. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the corporation shall have, subject only to the Board of Directors, general and active management and supervision of the business and affairs of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have all powers and duties or supervision and management usually vested in the general manager of a corporation, including the supervision and direction of all other officers of the corporation and the power to appoint and discharge agents and employees. Except where by law the signature of the President is required, the Chief Executive Officer shall possess the same power as the President to sign all certificates, contracts and other instruments of the corporation. He shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. SECTION NINE. CHIEF FINANCIAL OFFICER. The Chief Financial Officer of the corporation shall assist the Chief Executive Officer and President in the general control and management of the business affairs of the corporation and shall have such other authority and responsibilities and perform such other duties as the Chief Executive Officer or President shall delegate, or as the Chief Executive Officer or President or the Board of Directors shall assign to him. When specifically authorized by action of the Board of Directors, he shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall from time to time report to the Board of Directors all matters within his knowledge which the interest of the corporation may require to be brought to their notice. SECTION TEN. VICE PRESIDENTS. When specifically authorized by action of the Board of Directors, each Vice President shall possess power to sign all certificates, contracts and other instruments of the corporation, and shall have such other authority and perform such other duties as may be assigned to them from time to time by the Board of Directors or as may be designated by these Amended and Restated Bylaws, the Chairman of the Board, the Chief Executive Officer or the President. SECTION ELEVEN. CORPORATE SECRETARY. (A) The Corporate Secretary (hereinafter called the ("Secretary") shall attend all meetings of the Board of Directors and stockholders and act as secretary thereof, and shall record all votes and the minutes of all proceedings in a book for that purpose belonging to the corporation to be kept in his custody and shall perform like duties for all committees of the Board of Directors. He shall give or cause to be given notice of all meetings of the stockholders and of the directors. He shall keep in safe custody the seal of the corporation and shall in general perform all of the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. 9

(B) The Secretary shall act as transfer agent of the corporation and/or registrar of its capital stock, with the usual duties pertaining thereto; provided, however, that the Board of Directors may, by resolution, as to any class of its capital stock appoint one or more persons one or more persons or corporations as transfer agents and/or registrars in his stead. (C) Each Assistant Secretary shall have the powers of the Secretary subject to the direction of the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or the Board of Directors. SECTION TWELVE. TREASURER. (A) The Treasurer shall have custody of all funds and securities of the corporation which may come into his hands. He may endorse, on behalf of the corporation, for collection, checks, notes and other obligations, and shall deposit the same to the credit of the corporation in such banks or depositories as the Board of Directors may designate, or pursuant to the authority of general or special resolutions of the Board of Directors. Whenever required by the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors, he shall render a statement of his accounts. He shall enter regularly, in books of the corporation to be kept by him

(B) The Secretary shall act as transfer agent of the corporation and/or registrar of its capital stock, with the usual duties pertaining thereto; provided, however, that the Board of Directors may, by resolution, as to any class of its capital stock appoint one or more persons one or more persons or corporations as transfer agents and/or registrars in his stead. (C) Each Assistant Secretary shall have the powers of the Secretary subject to the direction of the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or the Board of Directors. SECTION TWELVE. TREASURER. (A) The Treasurer shall have custody of all funds and securities of the corporation which may come into his hands. He may endorse, on behalf of the corporation, for collection, checks, notes and other obligations, and shall deposit the same to the credit of the corporation in such banks or depositories as the Board of Directors may designate, or pursuant to the authority of general or special resolutions of the Board of Directors. Whenever required by the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors, he shall render a statement of his accounts. He shall enter regularly, in books of the corporation to be kept by him for the purpose, full and accurate accounts of all moneys received and paid by him on the account of the corporation; he shall at any reasonable time exhibit his books and accounts to any director of the corporation during business hours; and, he shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. He shall give a bond for the faithful discharge of his duties in such sum as the Board of Directors may require. (B) Each Assistant Treasurer shall have such of the other duties, and perform such of the duties, of the Treasurer, as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Treasurer. SECTION THIRTEEN. DUTIES OF OFFICERS MAY BE DELEGATED. For any reason that the Directors may deem sufficient, the Board of Directors may delegate the powers or duties of any officer to any other person, for the time being, except where otherwise provided by statute. ARTICLE VI - CERTIFICATES OF STOCK SECTION ONE. FORM AND SIGNATURE. Every stockholder shall have a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and the Treasurer, Secretary or an Assistant Secretary, certifying the number of shares owned by him in the corporation. Such certificate shall be in such form as the Board of Directors may from time to time prescribe, and shall be countersigned and registered in such manner, if any, as the Board of Directors, by resolution, may prescribe. If the corporation has a transfer agent or an assistant transfer agent or a transfer clerk acting on its behalf, and a registrar, the signature 10

of any such officer of the corporation may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION TWO. REGISTRATION OF TRANSFER. The shares of stock of the corporation shall be transferable on the books of the corporation by the holder thereof, in person or by his duly authorized attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer duly endorsed thereon or ascribed thereto, duly executed, with such proof of the authenticity of the signature as the corporation or its agents may reasonably require; provided, however, that, if the corporation has a transfer agent, such transfers of stock in accordance with this Section Two of Article VI shall be the responsibility of such transfer agent. SECTION THREE. CLOSING OF TRANSFER BOOKS. The Board of Directors shall have the power to

of any such officer of the corporation may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION TWO. REGISTRATION OF TRANSFER. The shares of stock of the corporation shall be transferable on the books of the corporation by the holder thereof, in person or by his duly authorized attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer duly endorsed thereon or ascribed thereto, duly executed, with such proof of the authenticity of the signature as the corporation or its agents may reasonably require; provided, however, that, if the corporation has a transfer agent, such transfers of stock in accordance with this Section Two of Article VI shall be the responsibility of such transfer agent. SECTION THREE. CLOSING OF TRANSFER BOOKS. The Board of Directors shall have the power to close the stock transfer books of the corporation for a period not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for payment or any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and, in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividends, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. SECTION FOUR. ISSUANCE OF NEW SHARES OF STOCK. In the event the corporation issues new shares of stock, the stockholders shall not be entitled to preemptive rights. SECTION FIVE. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, on the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct 11

as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. SECTION SIX. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for cause and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII - GENERAL PROVISIONS SECTION ONE. CONTRACTS, DEEDS, OTHER INSTRUMENTS, ETC. Contracts and other instruments in writing may be made on behalf and in the name of the corporation as follows: (i) by the officers authorized so to do under Article V of these Amended and Restated Bylaws, and if required by law, under the corporation seal, attested by the Secretary or an Assistant Secretary; and (ii) by such officers and such other persons as the

as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. SECTION SIX. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for cause and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII - GENERAL PROVISIONS SECTION ONE. CONTRACTS, DEEDS, OTHER INSTRUMENTS, ETC. Contracts and other instruments in writing may be made on behalf and in the name of the corporation as follows: (i) by the officers authorized so to do under Article V of these Amended and Restated Bylaws, and if required by law, under the corporation seal, attested by the Secretary or an Assistant Secretary; and (ii) by such officers and such other persons as the Chief Executive Officer or President of the corporation may, in writing, authorize so to do with respect to specified types of contracts and other instruments, such authorizations to also specify whether the corporate seal and attestation by the Secretary or an Assistant Secretary shall be required; and, if so executed, shall be binding upon the corporation, provided, however, that the Board of Directors may, by resolution, authorize the execution of contracts, deeds and other instruments in writing generally or in specific instances in such manner and by such persons as may therein be designated. No person shall have authority, on behalf of the corporation, to sign checks, drafts or other instruments for the payment of money or notes or acceptances unless specifically authorized by the Board of Directors or these Amended and Restated Bylaws. SECTION TWO. NOTICES. (A) Whenever by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws notice is required to be given to any director, officer or stockholder, and no provisions is made as to how such notice shall be given, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the post office or letter box, in a postage prepaid sealed wrapper, addressed to such stockholder, officer or director at such address as appears on the books of the corporation, or in default of other address, to such director, officer or stockholder at the General Post office in the City of Wilmington, Delaware, and such notice shall be deemed to be given at the time when the same shall be thus mailed. (B) Any stockholder, director or officer may waive any notice required to be given by law or under these Amended and Restated bylaws. 12 SECTION THREE. FISCAL YEAR. The fiscal year shall begin the first day of December in each year. SECTION FOUR. BOARD OF DIRECTORS' ANNUAL STATEMENT. The Board of Directors shall present at each annual meeting, and when called for by vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the corporation. SECTION FIVE. AMENDMENTS. These Amended and Restated Bylaws may be altered, amended or repealed or new Bylaws may be adopted by a majority of the entire Board of Directors, without any action on the part of the stockholders, at any meeting of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting; provided, however, that any such alteration, amendment, repeal or adoption must be effected in accordance with the Amended and Restated Certificate of Incorporation. The stockholders of the corporation shall have the power to adopt, amend or repeal any provisions of the Amended and Restated Bylaws only to the extent and in the manner provided in the Amended and Restated Certificate of Incorporation of the corporation. Notwithstanding any other provision contained herein to the contrary, these Amended and Restated Bylaws shall not be amended so as to make them inconsistent with any provision of the Amended and Restated Certificate of Incorporation. The affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the Voting Stock (as

SECTION THREE. FISCAL YEAR. The fiscal year shall begin the first day of December in each year. SECTION FOUR. BOARD OF DIRECTORS' ANNUAL STATEMENT. The Board of Directors shall present at each annual meeting, and when called for by vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the corporation. SECTION FIVE. AMENDMENTS. These Amended and Restated Bylaws may be altered, amended or repealed or new Bylaws may be adopted by a majority of the entire Board of Directors, without any action on the part of the stockholders, at any meeting of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting; provided, however, that any such alteration, amendment, repeal or adoption must be effected in accordance with the Amended and Restated Certificate of Incorporation. The stockholders of the corporation shall have the power to adopt, amend or repeal any provisions of the Amended and Restated Bylaws only to the extent and in the manner provided in the Amended and Restated Certificate of Incorporation of the corporation. Notwithstanding any other provision contained herein to the contrary, these Amended and Restated Bylaws shall not be amended so as to make them inconsistent with any provision of the Amended and Restated Certificate of Incorporation. The affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the Voting Stock (as defined in the Amended and Restated Certificate of Incorporation), voting together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with the preceding sentence. 13 SECTION SIX. APPLICATION OF THESE AMENDED AND RESTATED BYLAWS. In the event that any provision of these Amended and Restated Bylaws is or may be in conflict with any law of the United States, of the State of Delaware, or of any other governmental body or power having jurisdiction of this corporation, or over the subject matter to which such provision of these Amended and Restated Bylaws applies, or may apply, such provision of these Amended and Restated Bylaws shall be inoperative to the extent only that the operation thereof conflicts with such law, and shall in all other respects be in full force and effect. SECTION SEVEN. INDEMNIFICATION BY CORPORATION. (A) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation (funds paid or required to be paid to any person as a result of the provisions of this Section Seven shall be returned to the corporation or reduced, as the case may be, to the extent that such person receives funds pursuant to an indemnification from any such other corporation, partnership, joint venture, trust or enterprise) to the fullest extent permissible under Delaware law, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actu ally and reasonably incurred by such person in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Entry of a judgment by consent as part of a settlement shall not be deemed a final adjudication of liability for negligence or misconduct in the performance of any duty, nor of any other issue or matter. (B) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation (funds paid or required to be paid to any person as a result of the provisions of this Section Seven shall be returned to the corporation or reduced, as the case may be, to the extent that such person receives funds pursuant to an indemnification from

SECTION SIX. APPLICATION OF THESE AMENDED AND RESTATED BYLAWS. In the event that any provision of these Amended and Restated Bylaws is or may be in conflict with any law of the United States, of the State of Delaware, or of any other governmental body or power having jurisdiction of this corporation, or over the subject matter to which such provision of these Amended and Restated Bylaws applies, or may apply, such provision of these Amended and Restated Bylaws shall be inoperative to the extent only that the operation thereof conflicts with such law, and shall in all other respects be in full force and effect. SECTION SEVEN. INDEMNIFICATION BY CORPORATION. (A) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation (funds paid or required to be paid to any person as a result of the provisions of this Section Seven shall be returned to the corporation or reduced, as the case may be, to the extent that such person receives funds pursuant to an indemnification from any such other corporation, partnership, joint venture, trust or enterprise) to the fullest extent permissible under Delaware law, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actu ally and reasonably incurred by such person in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Entry of a judgment by consent as part of a settlement shall not be deemed a final adjudication of liability for negligence or misconduct in the performance of any duty, nor of any other issue or matter. (B) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation (funds paid or required to be paid to any person as a result of the provisions of this Section Seven shall be returned to the corporation or reduced, as the case may be, to the extent that such person receives funds pursuant to an indemnification from 14

any such other corporation, partnership, joint venture, trust or enterprise) to the fullest extent permissible under Delaware law against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (C) To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (A) or (B) of this Section Seven, or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (D) Any indemnification under paragraph (A) or (B) of this Section Seven (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the

any such other corporation, partnership, joint venture, trust or enterprise) to the fullest extent permissible under Delaware law against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (C) To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (A) or (B) of this Section Seven, or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (D) Any indemnification under paragraph (A) or (B) of this Section Seven (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (A) and (B) of this Section Seven. Such determination shall be made as follows: (i) by majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum of the Board of Directors; or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (iii) by the holders of a majority of the shares of capital stock of the corporation entitled to vote thereon. (E) Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid in advance of final disposition upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section Seven. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. (F) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section Seven shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. (G) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section Seven shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 15 SECTION EIGHT. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware". SECTION NINE. CONFLICTS WITH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. In the event of a conflict between the provisions of these Amended and Restated Bylaws and the Amended and Restated Certificate of Incorporation, the provisions of the Amended and Restated Certificate of Incorporation shall control. The affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the Voting Stock (as defined in the Amended and Restated Certificate of Incorporation), voting together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with this Section Nine. 16

SECTION EIGHT. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware". SECTION NINE. CONFLICTS WITH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. In the event of a conflict between the provisions of these Amended and Restated Bylaws and the Amended and Restated Certificate of Incorporation, the provisions of the Amended and Restated Certificate of Incorporation shall control. The affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the Voting Stock (as defined in the Amended and Restated Certificate of Incorporation), voting together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with this Section Nine. 16

EXHIBIT 10.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of July 3, 2001, is among CELLSTAR CORPORATION, a Delaware corporation (the "Borrower"), each of the banks or other lending institutions which is or may from time to time become a party to the Agreement (hereinafter defined) (each a "Bank" and collectively, the "Banks"), BANK ONE, NA (formerly known as The First National Bank of Chicago), as syndication agent (the "Syndication Agent"), NATIONAL CITY BANK, as documentation agent (the "Documentation Agent"), THE CHASE MANHATTAN BANK (successor by merger to Chase Bank of Texas, National Association, formerly known as Texas Commerce Bank National Association), a New York banking corporation ("Chase"), as agent for itself and the other Banks and as issuer of Letters of Credit under the Agreement (in such capacity, together with its successors in such capacity, the "Agent"). RECITALS: A. The Borrower, the Banks, the Syndication Agent, the Documentation Agent and the Agent have entered into that certain Second Amended and Restated Credit Agreement dated as of February 27, 2001, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Post-Closing Matters Agreement dated as of March 15, 2001 (the "Agreement"). B. The parties hereto now desire to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I Definitions 1.1 Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby. ARTICLE II Amendments 2.1 Commitment Reduction. Effective as of the date hereof, the Total Commitment is reduced to $50,000,000 and the respective Commitment of each Bank is reduced accordingly as reflected in Schedule 1.1 to the Agreement as amended hereby. Accordingly, effective as of the date hereof, Schedule 1.1 to the Agreement is hereby amended to read in its entirety as set forth in Annex 1 hereto.

EXHIBIT 10.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of July 3, 2001, is among CELLSTAR CORPORATION, a Delaware corporation (the "Borrower"), each of the banks or other lending institutions which is or may from time to time become a party to the Agreement (hereinafter defined) (each a "Bank" and collectively, the "Banks"), BANK ONE, NA (formerly known as The First National Bank of Chicago), as syndication agent (the "Syndication Agent"), NATIONAL CITY BANK, as documentation agent (the "Documentation Agent"), THE CHASE MANHATTAN BANK (successor by merger to Chase Bank of Texas, National Association, formerly known as Texas Commerce Bank National Association), a New York banking corporation ("Chase"), as agent for itself and the other Banks and as issuer of Letters of Credit under the Agreement (in such capacity, together with its successors in such capacity, the "Agent"). RECITALS: A. The Borrower, the Banks, the Syndication Agent, the Documentation Agent and the Agent have entered into that certain Second Amended and Restated Credit Agreement dated as of February 27, 2001, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Post-Closing Matters Agreement dated as of March 15, 2001 (the "Agreement"). B. The parties hereto now desire to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I Definitions 1.1 Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby. ARTICLE II Amendments 2.1 Commitment Reduction. Effective as of the date hereof, the Total Commitment is reduced to $50,000,000 and the respective Commitment of each Bank is reduced accordingly as reflected in Schedule 1.1 to the Agreement as amended hereby. Accordingly, effective as of the date hereof, Schedule 1.1 to the Agreement is hereby amended to read in its entirety as set forth in Annex 1 hereto. 2.2 Amended Definitions. Effective as of the date hereof, the following definitions set forth in Section 1.1 of the Agreement are hereby amended to read in their respective entireties as follows: Availability shall mean at any time (a) the lesser at such time of (i) the Borrowing Base and (ii) the Total Commitment (as such amount may be reduced in accordance with the provisions of this Agreement), less (b) the Availability Block, less (c) the sum of (i) the aggregate amount of each Bank's Current Sum at such time, (ii) the aggregate amount of accrued interest outstanding under the Advances at such time, (iii) the

and (ii) the Total Commitment (as such amount may be reduced in accordance with the provisions of this Agreement), less (b) the Availability Block, less (c) the sum of (i) the aggregate amount of each Bank's Current Sum at such time, (ii) the aggregate amount of accrued interest outstanding under the Advances at such time, (iii) the aggregate amount of all net liabilities of the Borrower or any of its Subsidiaries or Foreign Affiliates in respect of all Hedging Obligations of the Borrower or any of its Subsidiaries or Foreign Affiliates to Agent, Chase or any other Bank (which net liabilities shall be calculated on a basis satisfactory to the Agent and in accordance with accepted practice), provided that such other Bank notifies the Agent of the amount of such net liabilities in respect of its Hedging Obligations, (iv) all other outstanding Obligations, including without limitation Commitment Fees, fees related to any Letters of Credit, fees payable to the Agent under any fee letter, legal fees and other amounts payable under Section 10.10 hereof, and (v) Reserves; provided however that for purposes of Sections 6.3(f) and (i) hereof, Availability shall be calculated based on the Borrowing Base without subtracting the Availability Block and regardless of the amount of the Total Commitment. Availability Block shall mean $10,000,000. Inventory Cap shall mean an amount equal to the lesser of (a) 80% of the Net Amount of Eligible Receivables (except Topp Product Receivables), or (b) 50% of the Total Commitment. 2.3 Commitments. Effective as of the date hereof, clause (a) of Section 2.1 of the Agreement is hereby amended to read as follows: (a)(1) the lesser of (i) the applicable Borrowing Base at such time and (ii) the Total Commitment, less (2) the Availability Block. 2.4 Reductions of Commitments. Subsection (b) of Section 2.4 of the Agreement is hereby amended to read in its entirety as follows: (b) The Total Commitment shall automatically reduce by the amount of all proceeds of any and all dispositions of equipment or fixtures of the Borrower or any Domestic Subsidiary in accordance with Section 7.4(f)(5) hereof, effective upon payment of such proceeds by the purchaser. Each such reduction shall occur ratably among the Banks in accordance with the amount of their respective Commitments and without further action or documentation. Simultaneously with each such reduction, the Borrower shall prepay Advances in the amount of such proceeds. Any prepayments required by this subsection (b) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayments). -22.5 Letters of Credit. Effective as of the date hereof, the first sentence of Section 2.10(a) of the Agreement is hereby amended to add the following proviso to the end thereof, which proviso shall read as follows: ; provided further that on and after July 3, 2001, the Agent shall have no obligation to issue any Letter of Credit except to any beneficiary that is a supplier of the Borrower or its Subsidiaries to support credit sales from such beneficiary to Borrower or its Subsidiaries. 2.6 Compliance Certificate. Effective as of the date hereof, clause (l) of subsection (d) of Section 6.3 of the Agreement is hereby amended to read as follows: (1) a Compliance Certificate, signed by a Responsible Officer of the Borrower, provided that for Borrower's fiscal quarter ending August 31, 2001, such Compliance Certificate shall be furnished no later than forty (40) days after the end of such fiscal quarter, and 2.7 Weekly Information. Effective as of the date hereof, subsection (k) of Section 6.3 of the Agreement is hereby amended to read as follows: (k) as soon as available and in any event weekly, (i) the nine-week cash flow projection of the Borrower and its Subsidiaries, and (ii) a listing of the vendors with the 10 largest account balances due from the Borrower and its

2.5 Letters of Credit. Effective as of the date hereof, the first sentence of Section 2.10(a) of the Agreement is hereby amended to add the following proviso to the end thereof, which proviso shall read as follows: ; provided further that on and after July 3, 2001, the Agent shall have no obligation to issue any Letter of Credit except to any beneficiary that is a supplier of the Borrower or its Subsidiaries to support credit sales from such beneficiary to Borrower or its Subsidiaries. 2.6 Compliance Certificate. Effective as of the date hereof, clause (l) of subsection (d) of Section 6.3 of the Agreement is hereby amended to read as follows: (1) a Compliance Certificate, signed by a Responsible Officer of the Borrower, provided that for Borrower's fiscal quarter ending August 31, 2001, such Compliance Certificate shall be furnished no later than forty (40) days after the end of such fiscal quarter, and 2.7 Weekly Information. Effective as of the date hereof, subsection (k) of Section 6.3 of the Agreement is hereby amended to read as follows: (k) as soon as available and in any event weekly, (i) the nine-week cash flow projection of the Borrower and its Subsidiaries, and (ii) a listing of the vendors with the 10 largest account balances due from the Borrower and its Subsidiaries, together with a summary of their terms of payment; 2.8 Equipment Sales. Effective as of the date hereof, clause (ii) of Section 7.4(f)(5) of the Agreement is hereby amended to delete the parenthetical phrase appearing at the end thereof and to replace such parenthetical phrase with the following phrase, which phrase shall read as follows: and the Total Commitment shall thereupon automatically reduce by the amount of such proceeds in accordance with Section 2.4(b) hereof. 2.9 Minimum Consolidated EBITDA. The Banks and the Administrative Agent hereby waive compliance with the covenant set forth in the first sentence of Section 7.18 of the Agreement for the Borrower's fiscal quarter ending May 31, 2001 only. The waiver granted herein is effective only to the extent specifically stated herein and is limited as specified herein. Except as expressly stated herein, the waiver granted herein shall not be construed as a consent to or waiver of any Default or Event of Default which may now exist or hereafter occur or any violation of any term, covenant or provision of the Agreement or any other Loan Document. All rights and remedies of the Banks and the Administrative Agent are hereby expressly reserved with respect to any such other violation, Default or Event of Default. The waiver granted herein does not affect or diminish the right of the Administrative Agent and the Banks to require strict performance by the Borrower and each Guarantor of each provision of any Loan Document to which it is a party, except as expressly provided herein. 2.10 Borrowing Base Certificate. Effective as of the date hereof, Exhibit "F" to the Agreement is hereby amended to read in its entirety as set forth on Annex 2 hereto. -3-

ARTICLE III Conditions Precedent 3.1 Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) Amendment Fee. Borrower shall have paid to the Agent, for the ratable benefit of the respective Banks that execute and deliver this Amendment, an amendment fee in the aggregate amount of $200,000. (b) Representations and Warranties. The representations and warranties contained herein and in all other Loan

ARTICLE III Conditions Precedent 3.1 Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) Amendment Fee. Borrower shall have paid to the Agent, for the ratable benefit of the respective Banks that execute and deliver this Amendment, an amendment fee in the aggregate amount of $200,000. (b) Representations and Warranties. The representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct as of the date hereof as if made on the date hereof. (c) No Default. No Default shall have occurred and be continuing. (d) Corporate Matters. All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments, and other legal matters incident thereto shall be satisfactory to the Agent and its legal counsel, Locke Liddell & Sapp LLP. (e) Fees and Expenses. Borrower shall have paid all fees, costs and expenses referred to in Section 5.3 hereof for which invoices have been presented. (f) Additional Documentation. The Agent shall have received such additional approvals, opinions, or documents as the Agent or its legal counsel, Locke Liddell & Sapp LLP, may reasonably request. ARTICLE IV Ratifications, Representations and Warranties 4.1 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower agrees that the Agreement, as amended hereby, and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. 4.2 Representations and Warranties. Borrower hereby represents and warrants to the Agent and the Banks that (1) the execution, delivery, and performance by the Borrower and the Guarantors of this Amendment and compliance with the terms and provisions hereof have been duly authorized by all requisite action on the part of each such Person and do not and will not (a) violate or conflict with, or result in a breach of, or require any consent under (i) the articles of incorporation, certificate of incorporation, bylaws, partnership agreement or other organizational documents of any such Person, (ii) any applicable law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (iii) any material agreement or instrument to which any such Person is a party or by which any of them or any of their property is bound or subject, (2) the representations and warranties contained in the Agreement, as amended hereby, and any other Loan Document are true and -4-

correct on and as of the date hereof as though made on and as of the date hereof, and (3) no Default has occurred and is continuing. ARTICLE V Miscellaneous 5.1 Survival of Representations and Warranties. All representations and warranties made in this Amendment or

correct on and as of the date hereof as though made on and as of the date hereof, and (3) no Default has occurred and is continuing. ARTICLE V Miscellaneous 5.1 Survival of Representations and Warranties. All representations and warranties made in this Amendment or any other Loan Document shall survive the execution and delivery of this Amendment, and no investigation by the Agent or any Bank or any closing shall affect the representations and warranties or the right of the Agent or any Bank to rely upon them. 5.2 Reference to Agreement. Each of the Loan Documents, including the Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Agreement shall mean a reference to the Agreement as amended hereby. 5.3 Expenses of the Agent and Banks. Borrower agrees to pay on demand all costs and expenses incurred by the Agent and the Banks, or any of them, in connection with the preparation, negotiation, and execution of this Amendment and any and all amendments, modifications, and supplements thereto, including without limitation the costs and fees of the Agent's legal counsel and of the respective Banks' legal counsel, and all costs and expenses incurred by the Agent and the Banks, or any of them, in connection with the enforcement or preservation of any rights under the Agreement, as amended hereby, or any other Loan Document, including without limitation the costs and fees of the Agent's legal counsel and of the respective Banks' legal counsel. 5.4 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 5.5 APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE OTHER LOAN DOCUMENTS, THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN DALLAS, DALLAS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 5.6 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Borrower, the Banks, the Syndication Agent, the Documentation Agent and the Agent and their respective successors and assigns, except the Borrower shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent. 5.7 Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment shall not be effective unless and until the Agent, the requisite Banks, the Borrower and the Guarantors have each executed and delivered a counterpart hereof; provided, however that execution and delivery by Holdings shall not be required for effectiveness of this Amendment, but Holdings shall execute and deliver this Amendment no later than July 31, 2001, and failure to do so by such date shall constitute an Event of Default under the Agreement. -55.8 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 5.9 Release of Claims. The Borrower and the Guarantors each hereby acknowledge and agree that none of them has any and there are no defenses, counterclaims, offsets, cross-complaints, claims or demands of any kind or nature whatsoever to or against the Agent, the Syndication Agent, the Documentation Agent, any of the Banks or the terms and provisions of or the obligations of the Borrower, any Guarantor or any Subsidiary created or evidenced by the Agreement or any of the other Loan Documents, and that neither the Borrower nor any of the

5.8 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 5.9 Release of Claims. The Borrower and the Guarantors each hereby acknowledge and agree that none of them has any and there are no defenses, counterclaims, offsets, cross-complaints, claims or demands of any kind or nature whatsoever to or against the Agent, the Syndication Agent, the Documentation Agent, any of the Banks or the terms and provisions of or the obligations of the Borrower, any Guarantor or any Subsidiary created or evidenced by the Agreement or any of the other Loan Documents, and that neither the Borrower nor any of the Guarantors has any right to seek affirmative relief or damages of any kind or nature from the Agent, the Syndication Agent, the Documentation Agent or any of the Banks. To the extent any such defenses, counterclaims, offsets, cross-complaints, claims, demands or rights exist, Borrower and the Guarantors each hereby waives, and hereby knowingly and voluntarily releases and forever discharges the Agent, the Syndication Agent, the Documentation Agent, each of the Banks and their respective predecessors, officers, directors, agents, attorneys, employees, successors and assigns, from all possible claims, demands, actions, causes of action, defenses, counterclaims, offsets, cross-complaints, damages, costs, expenses and liabilities whatsoever, whether known or unknown, such waiver and release being with full knowledge and understanding of the circumstances and effects of such waiver and release and after having consulted legal counsel with respect thereto. 5.10 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO REGARDING THIS AMENDMENT AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. [Remainder of Page Intentionally Blank] -6-

Executed as of the date first written above. BORROWER: CELLSTAR CORPORATION
By: /s/ AUSTIN P. YOUNG ------------------------------------Name: Austin P. Young -------------------------------Title: SR. VP and CFO -------------------------------

AGENTS AND BANKS: THE CHASE MANHATTAN BANK (successor by merger to Chase Bank of Texas, National Association, formerly known as Texas Commerce Bank National Association), as Agent and as a Bank
By: /s/ R. Alan Green ------------------------------------R. Alan Green Vice President

BANK ONE, NA (formerly known as The First National Bank of Chicago), as Syndication Agent and as a Bank

Executed as of the date first written above. BORROWER: CELLSTAR CORPORATION
By: /s/ AUSTIN P. YOUNG ------------------------------------Name: Austin P. Young -------------------------------Title: SR. VP and CFO -------------------------------

AGENTS AND BANKS: THE CHASE MANHATTAN BANK (successor by merger to Chase Bank of Texas, National Association, formerly known as Texas Commerce Bank National Association), as Agent and as a Bank
By: /s/ R. Alan Green ------------------------------------R. Alan Green Vice President

BANK ONE, NA (formerly known as The First National Bank of Chicago), as Syndication Agent and as a Bank
By: /s/ William V. Clifford ------------------------------------William V. Clifford First Vice President

NATIONAL CITY BANK, as Documentation Agent and as a Bank
By: /s/ Tom Gurbach ------------------------------------Tom Gurbach Vice President

-7-

CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Anne G. Shean ------------------------------------Anne G. Shean Vice President

WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION (formerly known as Wells Fargo Bank (Texas), National Association)
By: /s/ Michael B. Sullivan

CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Anne G. Shean ------------------------------------Anne G. Shean Vice President

WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION (formerly known as Wells Fargo Bank (Texas), National Association)
By: /s/ Michael B. Sullivan ------------------------------------Michael B. Sullivan Senior Vice President

Each of the undersigned Guarantors hereby (a) consents and agrees to this Amendment, and (b) agrees that its Guaranty shall continue to be the legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms. NATIONAL AUTO CENTER, INC.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

CELLSTAR, LTD. By: National Auto Center, Inc., General Partner
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

-8-

CELLSTAR FULFILLMENT, LTD. By: CellStar Fulfillment, Inc., General Partner
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

CELLSTAR FULFILLMENT, LTD. By: CellStar Fulfillment, Inc., General Partner
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

CELLSTAR FINANCO, INC.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

CELLSTAR FULFILLMENT, INC.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

NAC HOLDINGS, INC.
By: /s/ Elaine Flud Rodriguez ------------------------------------Elaine Flud Rodriguez President

-9-

CELLSTAR INTERNATIONAL CORPORATION/ASIA
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

AUDIOMEX EXPORT CORP.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO

CELLSTAR INTERNATIONAL CORPORATION/ASIA
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

AUDIOMEX EXPORT CORP.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

CELLSTAR INTERNATIONAL CORPORATION/SA
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

CELLSTAR AIR SERVICES, INC.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

A & S AIR SERVICE, INC.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

-10-

CELLSTAR TELECOM, INC.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO

CELLSTAR TELECOM, INC.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

FLORIDA PROPERTIES, INC.
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

CELLSTAR GLOBAL SATELLITE SERVICE, LTD. By: National Auto Center, Inc., General Partner
By: /s/ Austin P. Young ------------------------------------Name: Austin P. Young -------------------------------Title: Sr. VP and CFO -------------------------------

-11-

ANNEX 1 Commitments SCHEDULE 1.1 Banks' Commitments
Lender -----1. 2. 3. 4. 5. The Chase Manhattan Bank Bank One, NA National City Bank Credit Lyonnais New York Branch Wells Fargo Bank Texas, National Association Total Commitment Commitment Amount ----------------$10,869,565.22 $10,869,565.22 $10,869.565.22 $8,695,652.17 $8,695,652.17 $50,000,000

ANNEX 1 Commitments SCHEDULE 1.1 Banks' Commitments
Lender -----1. 2. 3. 4. 5. The Chase Manhattan Bank Bank One, NA National City Bank Credit Lyonnais New York Branch Wells Fargo Bank Texas, National Association Total Commitment Commitment Amount ----------------$10,869,565.22 $10,869,565.22 $10,869.565.22 $8,695,652.17 $8,695,652.17 $50,000,000

ANNEX 2 Borrowing Base Certificate

EXHIBIT F TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Borrowing Base Certificate

BORROWING BASE CERTIFICATE TO: The Chase Manhattan Bank, as Agent Asset Based Operations 395 North Service Road, 3/rd/ Floor Melville, New York Attention: Debbie Tomasino Ladies and Gentlemen: This Borrowing Base Certificate for the month ending ___________, 200__, is executed and delivered by CELLSTAR CORPORATION, a Delaware corporation (the "Borrower"), pursuant to that certain Second Amended and Restated Credit Agreement dated as of February 27, 2001 (as the same has been and may be amended, supplemented, modified or restated from time to time, the "Credit Agreement"), among the Borrower, each of the banks or other lending institutions which is or may from time to time become a signatory thereto and any successors or permitted assigns thereof (each a "Bank" and, collectively, the "Banks"), Bank One, NA (formerly known as The First National Bank of Chicago), as syndication agent (the "Syndication Agent"), National City Bank, as documentation agent ("Documentation Agent"), and The Chase Manhattan Bank (successor by merger to Chase Bank of Texas, National Association), a New York banking corporation, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Agent"). All terms used herein shall have the meanings assigned to them in the Credit Agreement.

SCHEDULE 1.1 Banks' Commitments
Lender -----1. 2. 3. 4. 5. The Chase Manhattan Bank Bank One, NA National City Bank Credit Lyonnais New York Branch Wells Fargo Bank Texas, National Association Total Commitment Commitment Amount ----------------$10,869,565.22 $10,869,565.22 $10,869.565.22 $8,695,652.17 $8,695,652.17 $50,000,000

ANNEX 2 Borrowing Base Certificate

EXHIBIT F TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Borrowing Base Certificate

BORROWING BASE CERTIFICATE TO: The Chase Manhattan Bank, as Agent Asset Based Operations 395 North Service Road, 3/rd/ Floor Melville, New York Attention: Debbie Tomasino Ladies and Gentlemen: This Borrowing Base Certificate for the month ending ___________, 200__, is executed and delivered by CELLSTAR CORPORATION, a Delaware corporation (the "Borrower"), pursuant to that certain Second Amended and Restated Credit Agreement dated as of February 27, 2001 (as the same has been and may be amended, supplemented, modified or restated from time to time, the "Credit Agreement"), among the Borrower, each of the banks or other lending institutions which is or may from time to time become a signatory thereto and any successors or permitted assigns thereof (each a "Bank" and, collectively, the "Banks"), Bank One, NA (formerly known as The First National Bank of Chicago), as syndication agent (the "Syndication Agent"), National City Bank, as documentation agent ("Documentation Agent"), and The Chase Manhattan Bank (successor by merger to Chase Bank of Texas, National Association), a New York banking corporation, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Agent"). All terms used herein shall have the meanings assigned to them in the Credit Agreement. The Borrower represents and warrants to the Agent and each Bank that all information contained herein is true, correct, and complete, and that the total Eligible Accounts and Eligible Inventory referred to below represent the Eligible Accounts and Eligible Inventory that qualify for purposes of determining the Borrowing Base under the Credit Agreement.

ANNEX 2 Borrowing Base Certificate

EXHIBIT F TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Borrowing Base Certificate

BORROWING BASE CERTIFICATE TO: The Chase Manhattan Bank, as Agent Asset Based Operations 395 North Service Road, 3/rd/ Floor Melville, New York Attention: Debbie Tomasino Ladies and Gentlemen: This Borrowing Base Certificate for the month ending ___________, 200__, is executed and delivered by CELLSTAR CORPORATION, a Delaware corporation (the "Borrower"), pursuant to that certain Second Amended and Restated Credit Agreement dated as of February 27, 2001 (as the same has been and may be amended, supplemented, modified or restated from time to time, the "Credit Agreement"), among the Borrower, each of the banks or other lending institutions which is or may from time to time become a signatory thereto and any successors or permitted assigns thereof (each a "Bank" and, collectively, the "Banks"), Bank One, NA (formerly known as The First National Bank of Chicago), as syndication agent (the "Syndication Agent"), National City Bank, as documentation agent ("Documentation Agent"), and The Chase Manhattan Bank (successor by merger to Chase Bank of Texas, National Association), a New York banking corporation, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Agent"). All terms used herein shall have the meanings assigned to them in the Credit Agreement. The Borrower represents and warrants to the Agent and each Bank that all information contained herein is true, correct, and complete, and that the total Eligible Accounts and Eligible Inventory referred to below represent the Eligible Accounts and Eligible Inventory that qualify for purposes of determining the Borrowing Base under the Credit Agreement.
ACCOUNTS RECEIVABLE: 1. Gross Receivables of the Companies (ending balance for period ended ______________, 200__)........................................................................ 2. Less: Ineligible Receivables (determined pursuant to the definition of Eligible Receivables in the Credit Agreement, without duplication): (a) Receivables not complying with Legal Requirements.................................... (b) Receivables outstanding for more than 90 days past the original date of invoice or past due for more than 60 days......................................................... (c) Receivables created outside of the ordinary course of business....................... (d) Receivables not billed or invoiced timely or in the normal course of business........ (e) Receivables from unenforceable contracts or contracts not fully completed by any Company............................................................................... (f) Receivables including progress billings.............................................. (g) Receivables from sales on bill-and-hold guaranteed sale, sale-and-return, etc. (except Topp Product Receivables)................................... (h) Topp Product Receivables............................................................. (i) Receivables subject to a lien other than liens held by the Agent..................... (j) Receivables as to which any Company does not have good and indefeasible title........ (k) Receivables subject to anti-assignment provisions.................................... (l) Receivables subject to setoff, dispute, etc.......................................... (m) Receivables owed by account debtors subject to bankruptcy, or whose credit standing is unsatisfactory to the Agent................................... (n) Receivables charged or written off as uncollectible in accordance with GAAP.......... (o) Receivables evidenced by chattel paper or instruments or that are otherwise not "accounts" within the meaning of the Uniform Commercial Code.......................... (p) Receivables for goods objected to or not finally accepted, or Receivables

EXHIBIT F TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Borrowing Base Certificate

BORROWING BASE CERTIFICATE TO: The Chase Manhattan Bank, as Agent Asset Based Operations 395 North Service Road, 3/rd/ Floor Melville, New York Attention: Debbie Tomasino Ladies and Gentlemen: This Borrowing Base Certificate for the month ending ___________, 200__, is executed and delivered by CELLSTAR CORPORATION, a Delaware corporation (the "Borrower"), pursuant to that certain Second Amended and Restated Credit Agreement dated as of February 27, 2001 (as the same has been and may be amended, supplemented, modified or restated from time to time, the "Credit Agreement"), among the Borrower, each of the banks or other lending institutions which is or may from time to time become a signatory thereto and any successors or permitted assigns thereof (each a "Bank" and, collectively, the "Banks"), Bank One, NA (formerly known as The First National Bank of Chicago), as syndication agent (the "Syndication Agent"), National City Bank, as documentation agent ("Documentation Agent"), and The Chase Manhattan Bank (successor by merger to Chase Bank of Texas, National Association), a New York banking corporation, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Agent"). All terms used herein shall have the meanings assigned to them in the Credit Agreement. The Borrower represents and warrants to the Agent and each Bank that all information contained herein is true, correct, and complete, and that the total Eligible Accounts and Eligible Inventory referred to below represent the Eligible Accounts and Eligible Inventory that qualify for purposes of determining the Borrowing Base under the Credit Agreement.
ACCOUNTS RECEIVABLE: 1. Gross Receivables of the Companies (ending balance for period ended ______________, 200__)........................................................................ 2. Less: Ineligible Receivables (determined pursuant to the definition of Eligible Receivables in the Credit Agreement, without duplication): (a) Receivables not complying with Legal Requirements.................................... (b) Receivables outstanding for more than 90 days past the original date of invoice or past due for more than 60 days......................................................... (c) Receivables created outside of the ordinary course of business....................... (d) Receivables not billed or invoiced timely or in the normal course of business........ (e) Receivables from unenforceable contracts or contracts not fully completed by any Company............................................................................... (f) Receivables including progress billings.............................................. (g) Receivables from sales on bill-and-hold guaranteed sale, sale-and-return, etc. (except Topp Product Receivables)................................... (h) Topp Product Receivables............................................................. (i) Receivables subject to a lien other than liens held by the Agent..................... (j) Receivables as to which any Company does not have good and indefeasible title........ (k) Receivables subject to anti-assignment provisions.................................... (l) Receivables subject to setoff, dispute, etc.......................................... (m) Receivables owed by account debtors subject to bankruptcy, or whose credit standing is unsatisfactory to the Agent................................... (n) Receivables charged or written off as uncollectible in accordance with GAAP.......... (o) Receivables evidenced by chattel paper or instruments or that are otherwise not "accounts" within the meaning of the Uniform Commercial Code.......................... (p) Receivables for goods objected to or not finally accepted, or Receivables subject to default by any party thereto................................................... (q) Receivables owed by Foreign Subsidiaries............................................. (r) Receivables owed by Foreign Affiliates............................................... (s) Receivables owed by other Affiliates of any Company.................................. (t) Receivables owed by employees of any Company......................................... (u) Receivables owed by other foreign account debtors....................................

BORROWING BASE CERTIFICATE TO: The Chase Manhattan Bank, as Agent Asset Based Operations 395 North Service Road, 3/rd/ Floor Melville, New York Attention: Debbie Tomasino Ladies and Gentlemen: This Borrowing Base Certificate for the month ending ___________, 200__, is executed and delivered by CELLSTAR CORPORATION, a Delaware corporation (the "Borrower"), pursuant to that certain Second Amended and Restated Credit Agreement dated as of February 27, 2001 (as the same has been and may be amended, supplemented, modified or restated from time to time, the "Credit Agreement"), among the Borrower, each of the banks or other lending institutions which is or may from time to time become a signatory thereto and any successors or permitted assigns thereof (each a "Bank" and, collectively, the "Banks"), Bank One, NA (formerly known as The First National Bank of Chicago), as syndication agent (the "Syndication Agent"), National City Bank, as documentation agent ("Documentation Agent"), and The Chase Manhattan Bank (successor by merger to Chase Bank of Texas, National Association), a New York banking corporation, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Agent"). All terms used herein shall have the meanings assigned to them in the Credit Agreement. The Borrower represents and warrants to the Agent and each Bank that all information contained herein is true, correct, and complete, and that the total Eligible Accounts and Eligible Inventory referred to below represent the Eligible Accounts and Eligible Inventory that qualify for purposes of determining the Borrowing Base under the Credit Agreement.
ACCOUNTS RECEIVABLE: 1. Gross Receivables of the Companies (ending balance for period ended ______________, 200__)........................................................................ 2. Less: Ineligible Receivables (determined pursuant to the definition of Eligible Receivables in the Credit Agreement, without duplication): (a) Receivables not complying with Legal Requirements.................................... (b) Receivables outstanding for more than 90 days past the original date of invoice or past due for more than 60 days......................................................... (c) Receivables created outside of the ordinary course of business....................... (d) Receivables not billed or invoiced timely or in the normal course of business........ (e) Receivables from unenforceable contracts or contracts not fully completed by any Company............................................................................... (f) Receivables including progress billings.............................................. (g) Receivables from sales on bill-and-hold guaranteed sale, sale-and-return, etc. (except Topp Product Receivables)................................... (h) Topp Product Receivables............................................................. (i) Receivables subject to a lien other than liens held by the Agent..................... (j) Receivables as to which any Company does not have good and indefeasible title........ (k) Receivables subject to anti-assignment provisions.................................... (l) Receivables subject to setoff, dispute, etc.......................................... (m) Receivables owed by account debtors subject to bankruptcy, or whose credit standing is unsatisfactory to the Agent................................... (n) Receivables charged or written off as uncollectible in accordance with GAAP.......... (o) Receivables evidenced by chattel paper or instruments or that are otherwise not "accounts" within the meaning of the Uniform Commercial Code.......................... (p) Receivables for goods objected to or not finally accepted, or Receivables subject to default by any party thereto................................................... (q) Receivables owed by Foreign Subsidiaries............................................. (r) Receivables owed by Foreign Affiliates............................................... (s) Receivables owed by other Affiliates of any Company.................................. (t) Receivables owed by employees of any Company......................................... (u) Receivables owed by other foreign account debtors.................................... (v) Receivables not payable in U.S. Dollars.............................................. (w) Receivables owed by each account debtor with over 50% of the balances owed by such account debtor and its Affiliates to the Companies on a consolidated basis outstanding

BORROWING BASE CERTIFICATE - Page 1

for more than 90 days past the original date of invoice or

3. 4. 5.

6.

for more than 90 days past the original date of invoice or more than 60 days past due................................................................ (x) For Receivables owed by each account debtor whose balances owed by such account debtor and its Affiliates exceed the Maximum Concentration Percentage/1/ of the aggregate of all Receivables owing to the Companies, or any of them, by all account debtors, the amount of such Receivables that do not exceed the Maximum Concentration Percentage...................................................... (y) Receivables owed by any Governmental Authority for which the Federal Assignment of Claims Act of 1940, as amended, or similar state statutes, have not been complied with.... (z) Contra accounts owed by any Company to the account debtor............................ (aa) Credits.............................................................................. (bb) Cash/COD Receivables................................................................. (cc) Sample sales......................................................................... (dd) Lockton Receivables.................................................................. (ee) Other ineligible Receivables......................................................... Total Ineligible Receivables (sum of Lines 2(a)-(ee)).......................................... Total Eligible Receivables (Line 1 minus Line 3)............................................... Less: The following amounts determined pursuant to the definition of Net Amount of Eligible Receivables in the Credit Agreement, without duplication: (a) Unpaid sales, excise or similar taxes................................................ (b) Returns, discounts, claims, credits and allowances................................... (c) Unpaid service charges owed by the Borrower or any of the Domestic Subsidiaries...... Net Amount of Eligible Receivables (Line 4 minus Line 5).......................................

INVENTORY: 7. Total Inventory of the Companies (calculated at the lower of (a) actual cost for the purchase of such inventory from the original wholesale supplier or (b) fair market value)........... 8. Less: Ineligible Inventory (determined pursuant to the definition of Eligible Inventory in the Credit Agreement, without duplication) (a) Work-in-process inventory............................................................ (b) Damaged inventory.................................................................... (c) Returned products.................................................................... (d) Packaging or shipping supplies or materials.......................................... (e) Obsolete and slow moving inventory (Line (iii) below))............................... (i) value of inventory which has not been sold within 120 days after purchase of such inventory by the Companies, or any of them................................... (ii) obsolescence reserve................................................................. (iii) greater of Line (i) or Line (ii)..................................................... (f) Inventory shipped or delivered on consignment, sale or return, or similar terms...... (g) Inventory in transit................................................................. (h) Inventory which is offsite, except offsite inventory covered by a waiver or subordination satisfactory to Agent........................................................ (i) Service or repair parts or equipment $____________ (j) Inventory located at location for which landlord's waiver or subordination not received, unless appropriate Reserves are reflected below.............................. (k) Inventory subject to dispute as to any Company's title or right to possession........ (l) Inventory located outside of the United States of America............................ (m) Inventory not in good condition or that does not comply with any applicable law or any applicable standard imposed by any Governmental Authority.............................. (n) Inventory not adequately insured..................................................... (o) Inventory determined to be ineligible by the Agent................................... (p) Inventory subject to a lien other than liens held by the Agent....................... 9. Total Ineligible Inventory (sum of Lines 8(a)-(p))............................................. 10. Total Eligible Inventory (Line 7 minus Line 9)................................................. 11. Amount of Eligible Inventory that is Eligible Digital Handset Inventory........................ -------------------/1/ 10% for all account debtors except Lockton; 20% for Lockton when and if the Banks decide, in the exer their sole discretion, to permit Lockton Receivables to be included in Eligible Receivables.

BORROWING BASE CERTIFICATE - Page 2

12. 13. BORROWING 14. 15. 16. 17. 18. 19. 20. 21. 22. 23.

Amount of Eligible Inventory that is Eligible Analog Handset Inventory......................... Amount of Eligible Inventory that is Eligible Accessories Inventory............................ BASE: 80% of Line 6.................................................................................. 50% of Line 11................................................................................. 40% of Line 12................................................................................. 15% of Line 13................................................................................. Total Commitment............................................................................... 50% of Line 18................................................................................. Lesser of Line 14 or Line 19................................................................... Sum of Line 15 plus Line 16 plus Line 17....................................................... Lesser of Line 20 or Line 21 Borrowing Base: Line 14 plus Line 22..........................................................

12. 13. BORROWING 14. 15. 16. 17. 18. 19. 20. 21. 22. 23.

Amount of Eligible Inventory that is Eligible Analog Handset Inventory......................... Amount of Eligible Inventory that is Eligible Accessories Inventory............................ BASE: 80% of Line 6.................................................................................. 50% of Line 11................................................................................. 40% of Line 12................................................................................. 15% of Line 13................................................................................. Total Commitment............................................................................... 50% of Line 18................................................................................. Lesser of Line 14 or Line 19................................................................... Sum of Line 15 plus Line 16 plus Line 17....................................................... Lesser of Line 20 or Line 21 Borrowing Base: Line 14 plus Line 22..........................................................

AVAILABILITY: 24. Lesser of Line 18 or Line 23................................................................... 25. Availability Block............................................................................. 26. Line 24, minus Line 25......................................................................... 27. Outstanding principal amount of Loans.......................................................... 28. Letter of Credit Exposure Amount (limited to $10,000,000)...................................... 29. Sum of Line 27 plus Line 28.................................................................... 30. Amount of accrued interest on Loans............................................................ 31. Amount of net liabilities for relevant Hedging Obligations..................................... 32. Fees and other Obligations..................................................................... 33. Reserves/2/.................................................................................... 34. Sum of Lines 29 through 33..................................................................... 35. Available credit amount or amount to be paid if negative (Line 26 minus Line 34)...............

Date: ---------------------

CELLSTAR CORPORATION

By: ------------------------------------Name: -------------------------------Title: -------------------------------

/2/ Determined by the Agent in its sole discretion. BORROWING BASE CERTIFICATE - Page 3

EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the "Agreement") dated as of July 5, 2001, contains all terms and compromises reached between Alan H. Goldfield ("Executive") and CellStar Corporation (the "Company") and its affiliates (defined below), in connection with Executive's separation from employment with the Company. It is the intent of the parties, by entering into this Agreement, to resolve any and all disputes, claims or causes of action which might now exist or arise in the future between them under the Employment Agreement (defined below) and in connection with Executive's employment with the Company. IT IS THEREFORE AGREED THAT: 1. Termination of Executive's Employment and Service as a Director. (a) The Company and Executive hereby mutually agree that Executive's employment with the Company and its affiliates (defined below) will terminate effective July 5, 2001 (the "Termination Date"). Effective upon the Termination Date, Executive resigns from all director and officer positions with the Company and its affiliates and any other position that he currently holds with the Company and its affiliates. Executive shall remain on the payroll as an employee of the Company from the date of this Agreement to the Termination Date and, during such time,

EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the "Agreement") dated as of July 5, 2001, contains all terms and compromises reached between Alan H. Goldfield ("Executive") and CellStar Corporation (the "Company") and its affiliates (defined below), in connection with Executive's separation from employment with the Company. It is the intent of the parties, by entering into this Agreement, to resolve any and all disputes, claims or causes of action which might now exist or arise in the future between them under the Employment Agreement (defined below) and in connection with Executive's employment with the Company. IT IS THEREFORE AGREED THAT: 1. Termination of Executive's Employment and Service as a Director. (a) The Company and Executive hereby mutually agree that Executive's employment with the Company and its affiliates (defined below) will terminate effective July 5, 2001 (the "Termination Date"). Effective upon the Termination Date, Executive resigns from all director and officer positions with the Company and its affiliates and any other position that he currently holds with the Company and its affiliates. Executive shall remain on the payroll as an employee of the Company from the date of this Agreement to the Termination Date and, during such time, Executive will devote substantially all of his time, energy, skill and best efforts to the performance of his duties, and will faithfully and diligently perform such duties in accordance with the instructions of the Board of Directors of the Company. Executive shall be entitled to all compensation and reimbursement of expenses through the Termination Date to the same extent as if this Agreement had not been entered into between the Company and Executive. Without limiting the foregoing, Executive shall be paid any amount due under Section 1.4(b) of the Employment Agreement, on a prorated basis through the Termination Date, as soon as such payment can be calculated and is required to be paid under the Company's annual incentive plan. When used with reference to the Company, "affiliate" shall mean any person or entity that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the Company. (b) Effective upon the Termination Date, the obligations and responsibilities of the parties set forth in the Employment Agreement dated December 1, 1994 between the parties (the "Employment Agreement") shall completely terminate. No further salary, bonus, compensation, remuneration, benefits, payments, stock or options shall be due or payable by the Company to Executive, and Executive hereby waives and relinquishes all claims to further employment, compensation, benefits, stock, options or other remuneration from the Company, except as specified in this Agreement and in the Consulting Agreement between the Company and Executive bearing even date herewith (the "Consulting Agreement"). Page 1 2. Company Severance Obligations. In consideration for Executive's promises and covenants in this Agreement, the Company agrees: (a) To pay Executive the sum $4,250,000 (less required withholding) within fifteen (15) days after the Termination Date; provided, however, if within fifteen (15) days after the Termination Date the Company obtains the requisite consent of the financial institutions under the Credit Agreement (defined below) to the deferral of one-half of such payment, the Company shall pay Executive the sum of $2,125,000 (less required withholding) within fifteen (15) days after the Termination Date and the sum of $2,125,000 (less required withholding), plus accrued interest thereon, on the earlier to occur of (i) January 2, 2002 or (ii) the consummation of the Company's refinancing of its borrowings under the Credit Agreement. The payment due on January 2, 2002 shall bear interest at the rate that shall from day-to-day be equal to the rate of interest the Company is charged under its Amended and Restated Credit Agreement with The Chase Manhattan Bank and other financial institutions, as it may be amended or replaced (the "Credit Agreement"). If the Credit Agreement is terminated and the Company does not enter into a replacement or successor credit facility, then the payment due on January 2, 2002 shall bear interest at the rate of ten (10) percent per annum. (b) To pay, provide for reimbursement of, or otherwise reimburse Executive for, the medical and dental expenses incurred (including all medical and dental insurance premium costs, if the Company requests Executive to

2. Company Severance Obligations. In consideration for Executive's promises and covenants in this Agreement, the Company agrees: (a) To pay Executive the sum $4,250,000 (less required withholding) within fifteen (15) days after the Termination Date; provided, however, if within fifteen (15) days after the Termination Date the Company obtains the requisite consent of the financial institutions under the Credit Agreement (defined below) to the deferral of one-half of such payment, the Company shall pay Executive the sum of $2,125,000 (less required withholding) within fifteen (15) days after the Termination Date and the sum of $2,125,000 (less required withholding), plus accrued interest thereon, on the earlier to occur of (i) January 2, 2002 or (ii) the consummation of the Company's refinancing of its borrowings under the Credit Agreement. The payment due on January 2, 2002 shall bear interest at the rate that shall from day-to-day be equal to the rate of interest the Company is charged under its Amended and Restated Credit Agreement with The Chase Manhattan Bank and other financial institutions, as it may be amended or replaced (the "Credit Agreement"). If the Credit Agreement is terminated and the Company does not enter into a replacement or successor credit facility, then the payment due on January 2, 2002 shall bear interest at the rate of ten (10) percent per annum. (b) To pay, provide for reimbursement of, or otherwise reimburse Executive for, the medical and dental expenses incurred (including all medical and dental insurance premium costs, if the Company requests Executive to purchase such insurance) by each of Executive and Shirley M. Goldfield ("Executive's Spouse") during the remainder of their respective lives, subject to the following terms and conditions: (i) The Company shall be obligated under this paragraph 2(b) to provide for the reimbursement of, or otherwise reimburse or pay Executive for, a medical or dental expense incurred by Executive or Executive's Spouse only to the extent that such medical or dental expense would have been a reimbursable expense for a Covered Employee (defined below) under the Company's medical and/or dental plans then in effect or any other medical or dental reimbursement or payment arrangement, if any, then in effect for a Covered Employee. "Covered Employee" shall mean the Company's Chief Executive Officer or any other Company employee based in the United States with medical or dental coverage more favorable than such Chief Executive Officer, in any case who is employed at the time Executive or Executive's Spouse, as the case may be, incurred the medical or dental expense in question. (ii) Executive agrees to elect under COBRA health care continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and Section 601, et seq. of the Employee Retirement Income Page 2

Security Act of 1974, as amended, for the continuation of the current medical insurance provided by the Company for Executive and Executive's Spouse for the maximum period allowed thereunder. (iii) Executive acknowledges that the Company may enter into insurance agreements with respect to the payments and reimbursements described in this subsection. Executive will use reasonable efforts to assist the Company in recovering payments and reimbursements from such insurers. Executive and Executive's spouse shall use all reasonable efforts to avail themselves of all benefits that may be available to them under title XVIII of the Social Security Act (Medicare coverage). (iv) The Company's obligations under this paragraph 2(b) shall cease with respect to Executive's Spouse if and when a divorce decree is obtained that dissolves Executive's marriage to Executive's Spouse. (c) To allow Executive the exclusive right to use the Texas Stadium Suite No. 172 currently owned by the Company for so long as the Company is entitled to use such Suite, provided that Executive shall promptly reimburse the Company for all future expenses, fees, charges and ownership and use costs related thereto, and such expenses, fees, charges and ownership and use costs will be the sole responsibility of Executive. The Company agrees to transfer to Executive free of charge any and all tickets for Dallas Cowboys football games to be held at Texas Stadium that the Company has purchased prior to the date of this Agreement. The Company also agrees to transfer to Executive any and all rights now existing or hereafter granted to the Company relating to the use of such Suite, including any option to purchase or renew the lease of such Suite or become a suite owner at any new stadium; provided that Executive shall not be entitled to assign such option to purchase or renew such

Security Act of 1974, as amended, for the continuation of the current medical insurance provided by the Company for Executive and Executive's Spouse for the maximum period allowed thereunder. (iii) Executive acknowledges that the Company may enter into insurance agreements with respect to the payments and reimbursements described in this subsection. Executive will use reasonable efforts to assist the Company in recovering payments and reimbursements from such insurers. Executive and Executive's spouse shall use all reasonable efforts to avail themselves of all benefits that may be available to them under title XVIII of the Social Security Act (Medicare coverage). (iv) The Company's obligations under this paragraph 2(b) shall cease with respect to Executive's Spouse if and when a divorce decree is obtained that dissolves Executive's marriage to Executive's Spouse. (c) To allow Executive the exclusive right to use the Texas Stadium Suite No. 172 currently owned by the Company for so long as the Company is entitled to use such Suite, provided that Executive shall promptly reimburse the Company for all future expenses, fees, charges and ownership and use costs related thereto, and such expenses, fees, charges and ownership and use costs will be the sole responsibility of Executive. The Company agrees to transfer to Executive free of charge any and all tickets for Dallas Cowboys football games to be held at Texas Stadium that the Company has purchased prior to the date of this Agreement. The Company also agrees to transfer to Executive any and all rights now existing or hereafter granted to the Company relating to the use of such Suite, including any option to purchase or renew the lease of such Suite or become a suite owner at any new stadium; provided that Executive shall not be entitled to assign such option to purchase or renew such lease, and if Executive chooses not to timely exercise such option to purchase or renew such lease, then all rights to exercise such option to purchase or renew such lease shall revert to the Company, and the Company shall have the sole right to exercise such option to purchase or renew such lease. (d) That a "Termination of Service", as defined in the Company's 1993 Amended and Restated Long-Term Incentive Plan (the "Plan"), shall not be deemed to have occurred under all stock options currently held by Executive under the Plan as a result of Executive's termination of employment because Executive is serving as an "Advisor" under the Plan by reason of the consulting relationship delineated in the Consulting Agreement and that a Termination of Service will not occur for so long as Executive is serving as a consultant to the Company. The Company hereby represents that the Compensation Committee of the Company's Board of Directors has taken any and all actions necessary to approve the provisions of this paragraph 2(d) and to apply all pertinent provisions of the Plan, as amended through the date Page 3

hereof, to all of Executive's stock options currently held by Executive under the Plan. (e) The Company shall pay the reasonable fees and expenses of one counsel in connection with Executive's entry into this Agreement promptly after it receives a reasonably detailed invoice therefor. (f) Until the fifth anniversary of the Termination Date and subject to the Executive's qualification under normal life insurance underwriting standards as of the date hereof and at any policy renewal date, the Company shall provide, at the Company's expense, a term life insurance policy on the life of Executive in a face amount equal to $5,000,000 for the benefit of such beneficiary or beneficiaries as may be designated from time to time by Executive. On or before the fifth anniversary of the Termination Date, at Executive's request, the Company shall transfer such term life insurance policy to Executive if permitted by the terms of such policy and the insurance company underwriting such policy. Any such transfer of such policy shall be at Executive's sole cost, and Executive shall be solely responsible for all premiums and other costs related to such policy after the fifth anniversary of the Termination Date. (g) Until the fifth anniversary of the Termination Date and subject to Executive's qualification under normal disability insurance underwriting standards as of the date hereof and at any policy renewal date, the Company shall provide, at the Company's expense, a disability insurance policy that will pay the Executive, pursuant to the terms of such policy, an annual disability benefit of $300,000 until the Executive reaches the age of 65. On or before the fifth anniversary of the Termination Date, at Executive's request, the Company shall transfer such disability insurance policy to Executive if permitted by the terms of such policy and the insurance company

hereof, to all of Executive's stock options currently held by Executive under the Plan. (e) The Company shall pay the reasonable fees and expenses of one counsel in connection with Executive's entry into this Agreement promptly after it receives a reasonably detailed invoice therefor. (f) Until the fifth anniversary of the Termination Date and subject to the Executive's qualification under normal life insurance underwriting standards as of the date hereof and at any policy renewal date, the Company shall provide, at the Company's expense, a term life insurance policy on the life of Executive in a face amount equal to $5,000,000 for the benefit of such beneficiary or beneficiaries as may be designated from time to time by Executive. On or before the fifth anniversary of the Termination Date, at Executive's request, the Company shall transfer such term life insurance policy to Executive if permitted by the terms of such policy and the insurance company underwriting such policy. Any such transfer of such policy shall be at Executive's sole cost, and Executive shall be solely responsible for all premiums and other costs related to such policy after the fifth anniversary of the Termination Date. (g) Until the fifth anniversary of the Termination Date and subject to Executive's qualification under normal disability insurance underwriting standards as of the date hereof and at any policy renewal date, the Company shall provide, at the Company's expense, a disability insurance policy that will pay the Executive, pursuant to the terms of such policy, an annual disability benefit of $300,000 until the Executive reaches the age of 65. On or before the fifth anniversary of the Termination Date, at Executive's request, the Company shall transfer such disability insurance policy to Executive if permitted by the terms of such policy and the insurance company underwriting such policy. Any such transfer of such policy shall be at Executive's sole cost, and Executive shall be solely responsible for all premiums and other costs related to such policy after the fifth anniversary of the Termination Date. 3. Executive's Release of the Company. In consideration for the promises, payments and benefits provided herein by the Company, and in order to fully compromise and settle any and all claims and causes of action of any kind whatsoever relating to or arising out of Executive's employment with the Company (except as expressly provided in this Agreement and the Consulting Agreement), including any claim arising under common law, contractual claim, or any other federal, state or local statute or ordinance, Executive agrees: (a) That Executive will and hereby does unconditionally release, acquit and forever discharge the Company, all of its parents, subsidiaries and its affiliates, and all of their officers, directors, representatives, employees and agents from any and all charges, complaints, claims, causes of action, suits and expenses (including attorney fees and costs actually incurred) of any nature whatsoever, known or unknown, Page 4

regarding any matter existing on or prior to the date hereof relating to or arising out of the Employment Agreement which is hereby terminated, and Executive's employment or separation thereof from the Company (except as expressly provided in this Agreement and the Consulting Agreement). THIS RELEASE INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THE EMPLOYMENT AGREEMENT, EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND THE SEPARATION THEREOF (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE CONSULTING AGREEMENT), OR ANY BENEFITS ASSOCIATED WITH SUCH EMPLOYMENT, INCLUDING ANY CLAIM UNDER TITLE VII OF THE CIVIL RIGHTS ACTS OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, OR ANY OTHER COMMON LAW, CONTRACTUAL OR STATUTORY CLAIM. (b) That Executive will not file any charges or complaints against the Company or any of its affiliates with the Equal Employment Opportunity Commission, the Texas Commission on Human Rights, or any other local, state or federal agency or court, and that if Executive filed or has filed any such complaint or charge, and/or if any such agency or court assumes jurisdiction of any complaint or charge against the Company or any of its affiliates on behalf of Executive, Executive will request such agency or court to withdraw from the matter and dismiss said action.

regarding any matter existing on or prior to the date hereof relating to or arising out of the Employment Agreement which is hereby terminated, and Executive's employment or separation thereof from the Company (except as expressly provided in this Agreement and the Consulting Agreement). THIS RELEASE INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THE EMPLOYMENT AGREEMENT, EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND THE SEPARATION THEREOF (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE CONSULTING AGREEMENT), OR ANY BENEFITS ASSOCIATED WITH SUCH EMPLOYMENT, INCLUDING ANY CLAIM UNDER TITLE VII OF THE CIVIL RIGHTS ACTS OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, OR ANY OTHER COMMON LAW, CONTRACTUAL OR STATUTORY CLAIM. (b) That Executive will not file any charges or complaints against the Company or any of its affiliates with the Equal Employment Opportunity Commission, the Texas Commission on Human Rights, or any other local, state or federal agency or court, and that if Executive filed or has filed any such complaint or charge, and/or if any such agency or court assumes jurisdiction of any complaint or charge against the Company or any of its affiliates on behalf of Executive, Executive will request such agency or court to withdraw from the matter and dismiss said action. 4. Company's Release of Executive. The Company releases Executive from any and all claims related to, or arising of, Executive's performance of his job duties, so long as he acted in good faith, in a manner he reasonably thought to be in, or not opposed to, the best interests of the company and had no reasonable cause to believe his conduct was unlawful or illegal. 5. Indemnification. (a) If Executive was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (defined below) by reason of (or arising in part out of) an Indemnifiable Event (defined below), the Company shall indemnify Executive to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses (defined below), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges actually incurred and paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Executive, the Company shall advance (within two business days of such request) any and all Expenses to Executive (an "Expense Advance"); provided, however, that the Company may require Executive first to deliver to the Company an undertaking by or on behalf of Executive to repay such Expense Advance if it shall ultimately be determined that he is not entitled to Page 5

be indemnified by the Company. (b) Notwithstanding the foregoing, (i) the obligations of the Company under paragraph 5(a) shall be subject to the condition that the Reviewing Party (defined below) shall not have determined (in a written opinion, in any case in which the Independent Counsel is involved) that Executive would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to paragraph 5(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Executive would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Executive (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Executive commences legal proceedings in a court of competent jurisdiction to secure a determination that Executive should be indemnified under applicable law, any determination made by the Reviewing Party that Executive would not be permitted to be indemnified under applicable law shall not be binding and Executive shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Executive substantively would not be permitted to be indemnified in whole or in part under applicable law, Executive shall have the right to commence litigation in any court in the State of Texas having

be indemnified by the Company. (b) Notwithstanding the foregoing, (i) the obligations of the Company under paragraph 5(a) shall be subject to the condition that the Reviewing Party (defined below) shall not have determined (in a written opinion, in any case in which the Independent Counsel is involved) that Executive would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to paragraph 5(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Executive would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Executive (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Executive commences legal proceedings in a court of competent jurisdiction to secure a determination that Executive should be indemnified under applicable law, any determination made by the Reviewing Party that Executive would not be permitted to be indemnified under applicable law shall not be binding and Executive shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Executive substantively would not be permitted to be indemnified in whole or in part under applicable law, Executive shall have the right to commence litigation in any court in the State of Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Executive. (c) If the determination of entitlement to indemnification is to be made by Independent Counsel (defined below), the Independent Counsel shall be selected as provided in this paragraph 5(c). The Independent Counsel shall be selected by majority vote of a quorum of Disinterested Directors (defined below), and the Company shall give written notice to Executive advising him of the identity of the Independent Counsel so selected. Executive may, within seven days after receipt of the written notice, deliver to the Company a written objection to the selection. His objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel as defined in paragraph 5(d) below, and the objection shall set forth with particularity the factual basis of the assertion. If written objection is made, the Independent Counsel so selected shall be disqualified. If, within 20 days after submission by Executive of a demand for indemnification pursuant to paragraph 5(e) of this Agreement, no Independent Counsel shall have been selected, or if selected shall have been objected to, in accordance with this paragraph 5(c), either the Company or Executive may petition a court of competent Page 6

jurisdiction in the State of Texas for the appointment as Independent Counsel of a person selected by that court or by any other person that court shall designate, and the person so appointed shall act as Independent Counsel. The Company shall pay all reasonable fees and expenses incident to the procedures of this paragraph 5(c), regardless of the manner in which the Independent Counsel was selected or appointed. The Company shall pay the reasonable fees and expenses of the Independent Counsel and shall indemnify fully the Independent Counsel against any and all expenses (including attorneys' fees) claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. (d) Definitions. The following terms shall have the definitions noted: (i) "Claim" shall mean any threatened, pending or completed action, suit or proceeding, any inquiry or investigation, or any appeal therefrom whether conducted by the Company or any other party, that Executive in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other. (ii) "Indemnifiable Event" shall mean any event or occurrence related to the fact that Executive is or was serving the Company in some capacity, including without limitation, as a director, officer, employee, agent (including trustee and consultant) or fiduciary of the Company or of another corporation, partnership, joint venture, trust or other enterprise, or by reason of anything done or not done by Executive in any such capacity.

jurisdiction in the State of Texas for the appointment as Independent Counsel of a person selected by that court or by any other person that court shall designate, and the person so appointed shall act as Independent Counsel. The Company shall pay all reasonable fees and expenses incident to the procedures of this paragraph 5(c), regardless of the manner in which the Independent Counsel was selected or appointed. The Company shall pay the reasonable fees and expenses of the Independent Counsel and shall indemnify fully the Independent Counsel against any and all expenses (including attorneys' fees) claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. (d) Definitions. The following terms shall have the definitions noted: (i) "Claim" shall mean any threatened, pending or completed action, suit or proceeding, any inquiry or investigation, or any appeal therefrom whether conducted by the Company or any other party, that Executive in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other. (ii) "Indemnifiable Event" shall mean any event or occurrence related to the fact that Executive is or was serving the Company in some capacity, including without limitation, as a director, officer, employee, agent (including trustee and consultant) or fiduciary of the Company or of another corporation, partnership, joint venture, trust or other enterprise, or by reason of anything done or not done by Executive in any such capacity. (iii) "Expenses" shall include attorneys' fees and all other costs, expenses and obligations actually incurred and paid in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event. (iv) "Reviewing Party" shall mean a quorum of the Board of Directors consisting of Disinterested Directors or, if such a quorum is not obtainable or if such a quorum so directs, Independent Counsel. Any decision by such a quorum must be by a majority vote of the quorum. (v) "Independent Counsel" shall mean a law firm, or a member of a law firm, that is experienced in matters of Delaware corporate law and neither is, nor in the past five years has been, retained to represent the Company or Executive in any matter material to either such party or any other party to the Claim relating to an Indemnifiable Event. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a Page 7

conflict of interest in representing either the Company or Executive in an action to determine Executive's rights under this Agreement. (vi) "Disinterested Director" shall mean a director of the Company who is not and was not at any time a party to a Claim relating to an Indemnifiable Event. (e) Promptly after receipt by Executive of notice of the commencement of any Claim, Executive will, if a claim for indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission to notify the Company will not relieve it from any liability which it may have to Executive otherwise than under this Agreement. (f) With respect to any Claim as to which Executive notifies the Company of the commencement thereof, the Company will be entitled to participate therein at its own expense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to Executive. After notice from the Company to Executive of its election to assume the defense thereof, the Company will not be liable to Executive under this Agreement for any legal or other expenses subsequently incurred by Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Executive shall have the right to employ counsel in such Claim, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Executive unless (i) the employment of counsel by Executive has been authorized by the Company, (ii) Executive shall have reasonably concluded that there may be

conflict of interest in representing either the Company or Executive in an action to determine Executive's rights under this Agreement. (vi) "Disinterested Director" shall mean a director of the Company who is not and was not at any time a party to a Claim relating to an Indemnifiable Event. (e) Promptly after receipt by Executive of notice of the commencement of any Claim, Executive will, if a claim for indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission to notify the Company will not relieve it from any liability which it may have to Executive otherwise than under this Agreement. (f) With respect to any Claim as to which Executive notifies the Company of the commencement thereof, the Company will be entitled to participate therein at its own expense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to Executive. After notice from the Company to Executive of its election to assume the defense thereof, the Company will not be liable to Executive under this Agreement for any legal or other expenses subsequently incurred by Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Executive shall have the right to employ counsel in such Claim, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Executive unless (i) the employment of counsel by Executive has been authorized by the Company, (ii) Executive shall have reasonably concluded that there may be a conflict of interest between the Company and Executive in the conduct of the defense of such Claim or (iii) the Company shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be borne by the Company. The Company shall not be entitled to assume the defense of any Claim brought by or on behalf of the Company or as to which Executive shall have reasonably made the conclusion provided for in (ii) above. (g) The Company shall not be liable to indemnify Executive under this Agreement for any amounts paid in settlement of any Claim made without its written consent. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Executive without Executive's written consent. Neither the Company nor Executive will unreasonably withhold their consent to any proposed settlement. (h) The Company shall indemnify Executive against any and all expenses (including attorneys' fees) and, if requested by Executive, shall (within two business days of such request) advance such expenses to Executive, which are incurred by Executive in connection with any claim asserted against or action brought by Executive for (i) Page 8

indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Company bylaw now or hereafter in effect relating to claims for Indemnifiable Events or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Executive ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be. (i) If Executive is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Executive for the portion thereof to which Executive is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Executive has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Executive shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Executive is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Executive is not so entitled. (j) For purposes of this Agreement, the termination of any Claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its

indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Company bylaw now or hereafter in effect relating to claims for Indemnifiable Events or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Executive ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be. (i) If Executive is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Executive for the portion thereof to which Executive is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Executive has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Executive shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Executive is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Executive is not so entitled. (j) For purposes of this Agreement, the termination of any Claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Executive did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (k) The rights of Executive hereunder shall be in addition to any other rights Executive may have under the Company's bylaws, pursuant to resolutions or determinations of the Company's Board of Directors or stockholders, under the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company's bylaws and this Agreement, it is the intent of the parties hereto that Executive shall enjoy by this Agreement the greater benefits so afforded by such change. (l) To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Executive shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any former Company employee. Page 9 6. Confidentiality. Except as required by law, the parties agree that they will keep the terms, amount and existence of this Agreement completely confidential and that neither party hereto will make any disparaging statements or allegations about the other to any person or governmental agency, including comments about the Company's employees, officers, directors or agents or about the reputations of the Company or any such person. It is recognized that the Company may be required to file a copy of this Agreement with the Securities and Exchange Commission, issue a press release relating to Executive's separation, and make other disclosures required of a public company pursuant to applicable law, and any such filing, press release or disclosure shall not be deemed to violate the provisions of this Agreement, provided that prior to issuing any such press release or making any other disclosure related thereto, the Company shall provide Executive with a copy of such release or disclosure as far in advance of the issuance or making thereof as is reasonably possible, consult with Executive with respect thereto and cooperate with all reasonable requests made by Executive with respect to the content thereof. 7. Reimbursement in Event of Breach. Subject to paragraph 18(b)(v), as a further material inducement to enter into this Agreement, any party who breaches this Agreement must reimburse the non-breaching party for any and all loss, cost, damage or expense, including, without limitation, reasonable attorneys fees incurred as a result of any effort, action or lawsuit to enforce this Agreement. In addition, any breach of this Agreement will entitle the non- breaching party to seek injunctive relief to enforce this Agreement and to recover any actual damages incurred as a result of said breach. In the event of litigation, the losing party must pay the attorneys fees of the prevailing party. 8. Executive's Reliance. The parties represent and acknowledge to each other that in executing this Agreement they do not rely and have not relied upon any representation made by the other or its agents, representatives or attorneys with regard to the subject matter, basis or fact of this Agreement, except on those contained in this

6. Confidentiality. Except as required by law, the parties agree that they will keep the terms, amount and existence of this Agreement completely confidential and that neither party hereto will make any disparaging statements or allegations about the other to any person or governmental agency, including comments about the Company's employees, officers, directors or agents or about the reputations of the Company or any such person. It is recognized that the Company may be required to file a copy of this Agreement with the Securities and Exchange Commission, issue a press release relating to Executive's separation, and make other disclosures required of a public company pursuant to applicable law, and any such filing, press release or disclosure shall not be deemed to violate the provisions of this Agreement, provided that prior to issuing any such press release or making any other disclosure related thereto, the Company shall provide Executive with a copy of such release or disclosure as far in advance of the issuance or making thereof as is reasonably possible, consult with Executive with respect thereto and cooperate with all reasonable requests made by Executive with respect to the content thereof. 7. Reimbursement in Event of Breach. Subject to paragraph 18(b)(v), as a further material inducement to enter into this Agreement, any party who breaches this Agreement must reimburse the non-breaching party for any and all loss, cost, damage or expense, including, without limitation, reasonable attorneys fees incurred as a result of any effort, action or lawsuit to enforce this Agreement. In addition, any breach of this Agreement will entitle the non- breaching party to seek injunctive relief to enforce this Agreement and to recover any actual damages incurred as a result of said breach. In the event of litigation, the losing party must pay the attorneys fees of the prevailing party. 8. Executive's Reliance. The parties represent and acknowledge to each other that in executing this Agreement they do not rely and have not relied upon any representation made by the other or its agents, representatives or attorneys with regard to the subject matter, basis or fact of this Agreement, except on those contained in this Agreement. The parties agree that this Agreement represents a resolution of various matters and shall not be construed to be an admission of any liability or obligation by either party to the other party. 9. Representations. The parties, by their signatures below, represent and agree that (a) each has read this Agreement carefully and completely, and understands all provisions contained therein; (b) Executive has been given a period of at least twenty-one (21) days to consider and review this Agreement; (c) Executive has seven (7) days after he signs this Agreement to revoke it, in which case this Agreement and all obligations contained herein are null and void; and (d) Executive is aware of his right to consult with legal counsel and has ample opportunity to do so if he so desires. 10. Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 11. Indulgences, Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver Page 10

thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. 12. Executive's Sole Remedy. Executive's sole remedy shall be against the Company for any claim, liability or obligation of any nature whatsoever arising out of or relating to this Agreement or an alleged breach of this Agreement or for any other claim arising out of Executive's employment by the Company, his service to the Company on or prior to the date hereof, any indemnification obligation of the Company related to the subject matter of this Agreement or Executive's employment with the Company and its affiliates (collectively, "Executive Claims"). Executive shall have no claim or right of any nature whatsoever against any of the Company's directors, former directors, officers, former officers, employees, former employees, stockholders, former stockholders, agents, former agents or the Independent Counsel in their individual capacities arising out of or relating to any Executive Claim. Executive hereby releases and covenants not to sue any person other than the Company over any Executive Claim. The persons described in this paragraph 12 (other than the Company and Executive) shall be third-party beneficiaries of this Agreement for purposes of enforcing the terms of this paragraph 12 against

thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. 12. Executive's Sole Remedy. Executive's sole remedy shall be against the Company for any claim, liability or obligation of any nature whatsoever arising out of or relating to this Agreement or an alleged breach of this Agreement or for any other claim arising out of Executive's employment by the Company, his service to the Company on or prior to the date hereof, any indemnification obligation of the Company related to the subject matter of this Agreement or Executive's employment with the Company and its affiliates (collectively, "Executive Claims"). Executive shall have no claim or right of any nature whatsoever against any of the Company's directors, former directors, officers, former officers, employees, former employees, stockholders, former stockholders, agents, former agents or the Independent Counsel in their individual capacities arising out of or relating to any Executive Claim. Executive hereby releases and covenants not to sue any person other than the Company over any Executive Claim. The persons described in this paragraph 12 (other than the Company and Executive) shall be third-party beneficiaries of this Agreement for purposes of enforcing the terms of this paragraph 12 against Executive. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE LIMITATIONS ON EXECUTIVE'S REMEDIES EXPRESSED IN THIS SECTION 12 APPLY WITHOUT LIMITATION TO EXECUTIVE CLAIMS RELATING TO NEGLIGENCE. 13. Notices. All notices, requests, demands and other communications required or permitted under this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given, made and received when sent by telecopy (with a copy sent by mail) or when personally delivered or one business day after it is sent by overnight service, addressed as set forth below: If to Executive: Alan H. Goldfield 1850 Turbeville Road Denton, Texas 76210 Telecopier: (940) 321-0380 with a copy to (which shall not constitute notice): Alan J. Perkins Gardere Wynne Sewell LLP 3000 Thanksgiving Tower Dallas, Texas 75201 Telecopier: (214) 999-3683 Page 11

If to the Company: CellStar Corporation 1730 Briercroft Court Carrollton, Texas 75006 Attn: General Counsel Telecopier: (972) 466-5030 with a copy to (which shall not constitute notice): William R. Hays, III 901 Main Street, Suite 3100 Dallas, Texas 75202 Telecopier: (214) 651-5940

If to the Company: CellStar Corporation 1730 Briercroft Court Carrollton, Texas 75006 Attn: General Counsel Telecopier: (972) 466-5030 with a copy to (which shall not constitute notice): William R. Hays, III 901 Main Street, Suite 3100 Dallas, Texas 75202 Telecopier: (214) 651-5940 Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this subsection for the giving of notice, which shall be effective only upon receipt. 14. Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 15. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained, which shall be deemed terminated effective immediately. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 16. Headings. The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflict of laws; provided, however, that questions regarding the Company's ability to indemnify and advance expenses pursuant to paragraph 5 of this Agreement shall be governed by the Delaware General Corporation Law. 18. Dispute Resolution. Subject to Executive's right to a judicial determination that Page 12

Executive should be indemnified by the Company (as provided in paragraph 5 of this Agreement), any dispute, controversy or claim arising out of or in relation to or connection to this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively and finally settled by arbitration, and either party may submit such dispute, controversy or claim, including a claim for indemnification, to arbitration. (a) The arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; provided, however, that if the dispute involves more than $2,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are necessary as provided above, then (i) each side shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration and (ii) the party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last party-appointed arbitrator. If (x) the parties cannot agree on the sole arbitrator, (y) one party refuses to appoint its party-appointed arbitrator within said thirty (30) day period or (z) the party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the

Executive should be indemnified by the Company (as provided in paragraph 5 of this Agreement), any dispute, controversy or claim arising out of or in relation to or connection to this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively and finally settled by arbitration, and either party may submit such dispute, controversy or claim, including a claim for indemnification, to arbitration. (a) The arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; provided, however, that if the dispute involves more than $2,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are necessary as provided above, then (i) each side shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration and (ii) the party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last party-appointed arbitrator. If (x) the parties cannot agree on the sole arbitrator, (y) one party refuses to appoint its party-appointed arbitrator within said thirty (30) day period or (z) the party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal, then the appointing authority for the implementation of such procedure shall be the Senior United States District Judge for the Northern District of Texas, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. If the Senior United States District Judge for the Northern District of Texas refuses or fails to act as the appointing authority within ninety (90) days after being requested to do so, then the appointing authority shall be the Chief Executive Officer of the American Arbitration Association, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. All decisions and awards by the arbitration tribunal shall be made by majority vote. (b) Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: (i) The arbitration proceedings shall be held in Dallas, Texas, at a site chosen by mutual agreement of the parties, or if the parties cannot reach agreement on a location within thirty (30) days of the appointment of the last arbitrator, then at a site chosen by the arbitrators; (ii) The arbitrators shall be and remain at all times wholly independent and impartial; (iii) The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time; Page 13

(iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrators; (vi) The decision of the arbitrators shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrators; made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement; (vii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at 6% per annum; and (viii) Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. 19. Subrogation. In the event the Company makes any payment pursuant to paragraph 5 of this Agreement, the

(iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrators; (vi) The decision of the arbitrators shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrators; made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement; (vii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at 6% per annum; and (viii) Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. 19. Subrogation. In the event the Company makes any payment pursuant to paragraph 5 of this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Executive, who shall execute all papers reasonably required and shall at the Company's sole cost and expense do everything that may be reasonably necessary to secure such rights, including all actions that may be necessary to enable the Company effectively to bring suit to enforce such rights. 20. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Executive to the extent Executive has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. 21. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of Page 14

the Company, by written agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 22. Contribution. If the indemnity contained in this Agreement is unavailable or insufficient to hold Executive harmless in a Claim for an Indemnifiable Event, then separate from and in addition to the indemnity provided elsewhere herein, the Company shall contribute to Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Executive in connection with such Claim in such proportion as appropriately reflects the relative benefits received by, and fault of, the Company on the one hand and Executive on the other in the acts, transactions or matters to which the Claim relates and other equitable considerations. 23. Cooperation; Reimbursement of Expenses. (a) Subject to paragraph 23(b), at the Company's sole cost and expense, Executive will cooperate with the Company in response to reasonable requests for information or assistance by the Company in connection with all matters relating to or arising out of his employment with the Company or pertaining to the general business operations of the Company. At the Company's sole cost and expense, Executive will reasonably cooperate with

the Company, by written agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 22. Contribution. If the indemnity contained in this Agreement is unavailable or insufficient to hold Executive harmless in a Claim for an Indemnifiable Event, then separate from and in addition to the indemnity provided elsewhere herein, the Company shall contribute to Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Executive in connection with such Claim in such proportion as appropriately reflects the relative benefits received by, and fault of, the Company on the one hand and Executive on the other in the acts, transactions or matters to which the Claim relates and other equitable considerations. 23. Cooperation; Reimbursement of Expenses. (a) Subject to paragraph 23(b), at the Company's sole cost and expense, Executive will cooperate with the Company in response to reasonable requests for information or assistance by the Company in connection with all matters relating to or arising out of his employment with the Company or pertaining to the general business operations of the Company. At the Company's sole cost and expense, Executive will reasonably cooperate with the Company regarding any pending or subsequently filed litigation, claims or other disputes involving the Company or any affiliate. Subject to the following provisions of this paragraph 23, for each day on which Executive renders services after November 30, 2001, other than any services that Executive provides (i) under Section 6(b) of the Consulting Agreement to develop New Business Lines (as defined in the Consulting Agreement) in Selected Asian Countries (as defined in the Consulting Agreement) or (ii) in connection with any legal or administrative proceedings or other litigation in which Executive is a named party, the Company shall pay Executive the greater of (A) $1,000 per day or (B) the highest per day amount then being paid to members of the Board of Directors of the Company for services other than services provided as a member of the Company's Board of Directors. It shall be a condition to the Company's payment of any amounts to Executive under this paragraph 23 that the Company and Executive agree in writing prior to Executive's performance of services under this paragraph 23 on the general scope of such services and the maximum number of days of service for which the Company will be paying Executive under this paragraphs 23. Payment of such fees will be made by the Company as soon as practicable after Executive properly accounts therefor in accordance with the regular policies and practices of the Company. (b) The Company will reimburse Executive for his reasonable, actual out- of-pocket expenses as incurred in performing services pursuant to this Agreement, in accordance with the policies and procedures of the Company, only if such expenses Page 15

are approved by the Company's Chief Executive Officer in writing prior to the date such expenses are incurred, and the Company will have no obligation to reimburse Executive if Executive fails to obtain such prior approval. If the Company's Chief Executive Officer approves Executive's request to be reimbursed for a business trip and expenses incurred while on such trip pursuant to this paragraph 23, then the Company will reimburse Executive for all reasonable expenses Executive incurs while on such trip that are related to the business of the Company. Reimbursement will be made as soon as practicable after Executive complies with the provisions above of this paragraph 23 and properly accounts therefor in accordance with the regular policies and practices of the Company relating to reimbursement of expenses of non- employees. 24. Non-Disclosure. Executive agrees that he will not disclose material non-public information about the Company or any of its parent, subsidiary or affiliate companies to anyone other than the Company's officers, directors, attorneys and accountants. 25. ACKNOWLEDGMENTS. EXECUTIVE'S SIGNATURE BELOW INDICATES THAT EXECUTIVE HAS READ THE ABOVE AGREEMENT AND VOLUNTARILY AGREES AND CONSENTS TO THE TERMS AND CONDITIONS HEREIN. *****

are approved by the Company's Chief Executive Officer in writing prior to the date such expenses are incurred, and the Company will have no obligation to reimburse Executive if Executive fails to obtain such prior approval. If the Company's Chief Executive Officer approves Executive's request to be reimbursed for a business trip and expenses incurred while on such trip pursuant to this paragraph 23, then the Company will reimburse Executive for all reasonable expenses Executive incurs while on such trip that are related to the business of the Company. Reimbursement will be made as soon as practicable after Executive complies with the provisions above of this paragraph 23 and properly accounts therefor in accordance with the regular policies and practices of the Company relating to reimbursement of expenses of non- employees. 24. Non-Disclosure. Executive agrees that he will not disclose material non-public information about the Company or any of its parent, subsidiary or affiliate companies to anyone other than the Company's officers, directors, attorneys and accountants. 25. ACKNOWLEDGMENTS. EXECUTIVE'S SIGNATURE BELOW INDICATES THAT EXECUTIVE HAS READ THE ABOVE AGREEMENT AND VOLUNTARILY AGREES AND CONSENTS TO THE TERMS AND CONDITIONS HEREIN. ***** Page 16

Signed in Dallas, Texas on July 5, 2001.
/s/ Alan H. Goldfield ---------------------------------------Alan H. Goldfield

Before me, a Notary Public, on this day personally appeared Alan H. Goldfield, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of said person and that he has executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 5/th/ day of July, 2001.
[NOTARY STAMP] /s/ Marilyn Mock Miville ---------------------------------------Notary Public Signature

CELLSTAR CORPORATION
By: /s/ Elaine Flud Rodriguez ------------------------------------Elaine Flud Rodriguez, Sr. Vice President and General Counsel

Before me, a Notary Public, on this day personally appeared Elaine Flud Rodriguez, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of CellStar Corporation, and that she has executed the same on behalf of said corporation for the purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this 5/th/ day of July, 2001.
[NOTARY STAMP] /s/ Marilyn Mock Miville ---------------------------------------Notary Public Signature

Signed in Dallas, Texas on July 5, 2001.
/s/ Alan H. Goldfield ---------------------------------------Alan H. Goldfield

Before me, a Notary Public, on this day personally appeared Alan H. Goldfield, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of said person and that he has executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 5/th/ day of July, 2001.
[NOTARY STAMP] /s/ Marilyn Mock Miville ---------------------------------------Notary Public Signature

CELLSTAR CORPORATION
By: /s/ Elaine Flud Rodriguez ------------------------------------Elaine Flud Rodriguez, Sr. Vice President and General Counsel

Before me, a Notary Public, on this day personally appeared Elaine Flud Rodriguez, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of CellStar Corporation, and that she has executed the same on behalf of said corporation for the purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this 5/th/ day of July, 2001.
[NOTARY STAMP] /s/ Marilyn Mock Miville ---------------------------------------Notary Public Signature

Page 17

EXHIBIT 10.3 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is dated as of July 5, 2001, by and between CellStar Corporation (the "Company"), and Alan H. Goldfield ("Consultant"). RECITALS: WHEREAS, Consultant has entered into a Separation Agreement and Release with the Company bearing even date herewith (the "Separation Agreement") that provides for the termination of Consultant's employment with the Company and its affiliates and service to the Company and its affiliates as a director; and WHEREAS, the Company desires to engage the services of Consultant to assist and advise the Company in a consulting role, and Consultant desires to accept such engagement; NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as

EXHIBIT 10.3 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is dated as of July 5, 2001, by and between CellStar Corporation (the "Company"), and Alan H. Goldfield ("Consultant"). RECITALS: WHEREAS, Consultant has entered into a Separation Agreement and Release with the Company bearing even date herewith (the "Separation Agreement") that provides for the termination of Consultant's employment with the Company and its affiliates and service to the Company and its affiliates as a director; and WHEREAS, the Company desires to engage the services of Consultant to assist and advise the Company in a consulting role, and Consultant desires to accept such engagement; NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. Engagement. The Company hereby appoints and engages Consultant as a consultant and advisor with respect to the matters specified in this Agreement, subject to the terms, conditions and compensation provided herein, and Consultant hereby accepts such appointment and engagement. During the Term (defined below), Consultant shall have the honorary title, "Chairman Emeritus." As a consultant, Consultant shall not be considered to be an employee, agent, co-venturer or representative of the Company for any purpose whatsoever and shall not have actual, implied or apparent authority to act on behalf of or bind the Company or act in any manner as the Company's employee, agent, co-venturer or representative. 2. Tasks and Responsibilities of Parties. During the Term, Consultant shall receive instructions from the Chief Executive Officer of the Company and will perform the services mutually agreed upon by Consultant and the Chief Executive Officer of the Company, at times and places mutually agreed upon by Consultant and the Chief Executive Officer of the Company. The Company has furnished, and during the Term the Company shall furnish, to Consultant Confidential Information (defined below) of the Company, in order to permit Consultant to perform his obligations as set forth in this Agreement. 3. Term. The term of this Agreement (the "Term") shall commence as of the date hereof and shall end November 30, 2006, unless earlier terminated in accordance with the terms of this Agreement (in which case "Term" shall refer to such shorter period). 4. Termination for Cause, Death or Incapacity. (a) The Company may terminate this Agreement at any time for Cause. For purposes hereof, "Cause" means any of the following: (i) willful gross misconduct that causes material economic harm to the Company or that brings substantial discredit to the Company's reputation; (ii) final, nonappealable conviction of a felony committed by Consultant in connection with Consultant's provision of services hereunder; (iii) breach by Consultant of Section 8 or 9 of this Agreement; or (iv) a violation by Consultant of the Foreign Corrupt Practices Act, or any successor statute. Upon termination of this Agreement for Cause, the Company shall have no further liability or obligation to

4. Termination for Cause, Death or Incapacity. (a) The Company may terminate this Agreement at any time for Cause. For purposes hereof, "Cause" means any of the following: (i) willful gross misconduct that causes material economic harm to the Company or that brings substantial discredit to the Company's reputation; (ii) final, nonappealable conviction of a felony committed by Consultant in connection with Consultant's provision of services hereunder; (iii) breach by Consultant of Section 8 or 9 of this Agreement; or (iv) a violation by Consultant of the Foreign Corrupt Practices Act, or any successor statute. Upon termination of this Agreement for Cause, the Company shall have no further liability or obligation to Consultant under this Agreement or otherwise in connection with his engagement hereunder, except for any unpaid compensation accrued through the date of termination pursuant to Section 6 of this Agreement. (b) Consultant's engagement hereunder shall terminate upon his death, whereupon the Company shall have no further liability or obligation to Consultant, his heirs or legatees under this Agreement or otherwise in connection with his engagement hereunder, except for payment of all compensation pursuant to Section 6 of this Agreement through November 30, 2006. (c) If Consultant shall have been unable to perform his duties hereunder by reason of any physical or mental illness, injury or other incapacity (i) for any period of 90 consecutive days or (ii) for a total of 120 days in any period of 12 consecutive calendar months, either Consultant or the Company may terminate Consultant's engagement hereunder by written notice to the other. In such event, the Company shall have no further liability or obligation to Consultant under this Agreement or otherwise in connection with his engagement hereunder, except for payment of all compensation pursuant to Section 6 of this Agreement through November 30, 2006. 5. Voluntary Termination by Consultant. Consultant may voluntarily terminate his engagement at any time upon not less than thirty (30) days written notice. In such event, the Company shall have no further liability or obligation to Consultant under this Agreement or otherwise in connection with his engagement hereunder, except for any unpaid compensation accrued through the date of termination pursuant to Section 6 of this Agreement. -26. Compensation. The Company shall pay Consultant the following amounts: (a) The Company shall pay Consultant the sum of $35,147 on each of the 15/th/ and last day of each month (or, if any such day is not a business day, on the first business day thereafter) through November 30, 2001. (b) The Company shall pay Consultant five (5) percent of the Net Earnings (as hereinafter defined) that the Company generates during the Term (subject to Sections 4 and 5) from all New Business Lines (as hereinafter defined), subject to the following terms and conditions: (i) If the Company generates Net Earnings from New Business Lines, the maximum amount that the Company will be required to pay to Consultant pursuant to this Section 6(b) shall be limited to a total of $15,000,000. The Company may not, and is not obligated in any way to, generate any Net Earnings from New Business Lines; Consultant shall be entitled to payments under this Section 6(b) only if the Company generates Net Earnings from New Business Lines. (ii) Nothing in this Agreement shall be deemed to create or constitute a guarantee or requirement that the Company will generate any Net Earnings from New Business Lines or in any way obligate the Company to generate any Net Earnings from New Business Lines or make any efforts to generate any Net Earnings from New Business Lines. (iii) "Net Earnings" shall mean net earnings calculated in accordance with U.S. generally accepted accounting

6. Compensation. The Company shall pay Consultant the following amounts: (a) The Company shall pay Consultant the sum of $35,147 on each of the 15/th/ and last day of each month (or, if any such day is not a business day, on the first business day thereafter) through November 30, 2001. (b) The Company shall pay Consultant five (5) percent of the Net Earnings (as hereinafter defined) that the Company generates during the Term (subject to Sections 4 and 5) from all New Business Lines (as hereinafter defined), subject to the following terms and conditions: (i) If the Company generates Net Earnings from New Business Lines, the maximum amount that the Company will be required to pay to Consultant pursuant to this Section 6(b) shall be limited to a total of $15,000,000. The Company may not, and is not obligated in any way to, generate any Net Earnings from New Business Lines; Consultant shall be entitled to payments under this Section 6(b) only if the Company generates Net Earnings from New Business Lines. (ii) Nothing in this Agreement shall be deemed to create or constitute a guarantee or requirement that the Company will generate any Net Earnings from New Business Lines or in any way obligate the Company to generate any Net Earnings from New Business Lines or make any efforts to generate any Net Earnings from New Business Lines. (iii) "Net Earnings" shall mean net earnings calculated in accordance with U.S. generally accepted accounting principles applied on a consistent basis and in accordance with the general terms set forth on Exhibit A attached to this Agreement. The parties agree to negotiate in good faith to replace Exhibit A within 14 days after the date of this Agreement with a more detailed statement of the procedures for the calculation of Net Earnings that is in accordance with the general terms set forth on Exhibit A attached to this Agreement, and such replacement Exhibit A shall be attached to this Agreement and shall supersede the previously attached Exhibit A in all respects. If such replacement Exhibit A is not agreed to by the parties as provided above, then the general terms set forth on Exhibit A attached to this Agreement shall control. The Company will calculate and pay Net Earnings from New Business Lines as provided on Exhibit A. (iv) "New Business Lines" shall mean the following businesses conducted by the Company or its direct or indirect subsidiaries, or by any Acquiring Company (defined below): the sale of prepaid calling cards in Selected Asian Countries (as hereinafter defined), the sale of services in Selected Asian Countries that involve the transmission of voice or data over the Internet, the sale of services in Selected Asian Countries that involve the transmission of short messages via paging frequencies, the sale of long distance services and the sale, lease or other distribution of Tai Chi box services and products (and modifications and improvements of such products) in Selected Asian Countries and the sale of personal digital assistants and digital cameras in Selected Asian Countries; provided, however, that Net Earnings from New Business Lines shall not include the Net Earnings of any successor or assign of the Company or its direct or indirect subsidiaries (an "Acquiring Company") -3-

attributable to New Business Lines that such Acquiring Entity was conducting prior to the date the Acquiring Entity became a successor or assign of the Company, and in that event Net Earnings from New Business Lines shall include only the Net Earnings, if any, from New Business Lines that only the Company or its direct or indirect subsidiaries conducts. "Selected Asian Countries" shall mean the People's Republic of China, Hong Kong, Korea, Japan, Taiwan, Singapore, Malaysia and the Philippines. (v) If the Company determines to offer New Business Lines to customers in any country outside the Selected Asian Countries, then to the extent that such offering constitutes a new business opportunity for the Company in such country and to the extent approved by the Company's Board of Directors, this Agreement shall be amended to add such country to the definition of "Selected Asian Countries". 7. Other Consulting Arrangements. If the Company enters into a consulting arrangement or agreement with any person regarding services to be provided in connection with New Business Lines and such consulting arrangement or agreement grants rights to such person that are more favorable to such person than the rights granted to Consultant under this Agreement, the Company agrees to execute and deliver an amendment to this Agreement effective as of the date hereof that grants such more favorable rights to Consultant.

attributable to New Business Lines that such Acquiring Entity was conducting prior to the date the Acquiring Entity became a successor or assign of the Company, and in that event Net Earnings from New Business Lines shall include only the Net Earnings, if any, from New Business Lines that only the Company or its direct or indirect subsidiaries conducts. "Selected Asian Countries" shall mean the People's Republic of China, Hong Kong, Korea, Japan, Taiwan, Singapore, Malaysia and the Philippines. (v) If the Company determines to offer New Business Lines to customers in any country outside the Selected Asian Countries, then to the extent that such offering constitutes a new business opportunity for the Company in such country and to the extent approved by the Company's Board of Directors, this Agreement shall be amended to add such country to the definition of "Selected Asian Countries". 7. Other Consulting Arrangements. If the Company enters into a consulting arrangement or agreement with any person regarding services to be provided in connection with New Business Lines and such consulting arrangement or agreement grants rights to such person that are more favorable to such person than the rights granted to Consultant under this Agreement, the Company agrees to execute and deliver an amendment to this Agreement effective as of the date hereof that grants such more favorable rights to Consultant. 8. Non-Competition Agreement; Requirement to Offer New Business Lines to the Company. (a) Description of Proscribed Actions. Until the later of (i) the end of the Term or (ii) the second anniversary of the date of this Agreement, in consideration for the Company's obligations hereunder, including without limitation the Company's disclosure of Confidential Information pursuant to Section 9, Consultant shall not: (i) directly or indirectly, engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with, or render services or advice to, any Competing Business (defined below); provided, however, that Consultant may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (y) Consultant does not beneficially own (as defined Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of 5% of the outstanding capital stock of such enterprise; (ii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, solicit, divert or take away any suppliers, customers or clients of the Company or any of its Affiliates (defined below); or -4-

(iii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, either (i) hire, attempt to hire, contact or solicit with respect to hiring, any employee of the Company or any Affiliate thereof other than any relative of Consultant, (ii) except as requested by the Company, induce or otherwise counsel, advise or encourage any employee of the Company or any Affiliate thereof to leave the employment of the Company or any Affiliate thereof, or (iii) induce any representative or agent of the Company or any Affiliate thereof to terminate or modify its relationship with the Company or such Affiliate. (b) Judicial Modification. Consultant agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this Section 8 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 8 shall remain in full force and effect. Consultant further agrees that if a court of competent jurisdiction determines that any provision of this Section 8 is invalid or against public policy, the remaining provisions of this Section 8 and the

(iii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, either (i) hire, attempt to hire, contact or solicit with respect to hiring, any employee of the Company or any Affiliate thereof other than any relative of Consultant, (ii) except as requested by the Company, induce or otherwise counsel, advise or encourage any employee of the Company or any Affiliate thereof to leave the employment of the Company or any Affiliate thereof, or (iii) induce any representative or agent of the Company or any Affiliate thereof to terminate or modify its relationship with the Company or such Affiliate. (b) Judicial Modification. Consultant agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this Section 8 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 8 shall remain in full force and effect. Consultant further agrees that if a court of competent jurisdiction determines that any provision of this Section 8 is invalid or against public policy, the remaining provisions of this Section 8 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. (c) Nature of Restrictions. Consultant acknowledges that the business of the Company and its Affiliates is international in scope and that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's and its Affiliates' investment in their businesses and the goodwill thereof. Consultant acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that Consultant has been engaged in the business of the Company and its Affiliates, Consultant's reputation in the markets for the Company's and its Affiliates' businesses and Consultant's relationship with the suppliers, customers and clients of the Company and its Affiliates. Consultant further acknowledges that the restrictions contained herein are not burdensome to Consultant in light of the consideration paid therefor and the other opportunities that remain open to Consultant. Moreover, Consultant acknowledges that he has other means available to him for the pursuit of his livelihood. (d) Competing Business. "Competing Business" shall mean any individual, business, firm, company, partnership, joint venture, organization, or other entity engaged in the wholesale distribution or retail sales of wireless mobile phones, prepaid wireless mobile phones and two-way radios and related accessories in any domestic or international market area in which the Company or any of its Affiliates is doing business as of the date of this Agreement; provided however, that Consultant may engage in retail sales under this Section 8 so long as he does not take any action to solicit or divert any business away from the Company's existing distribution channels for its products described above in this Section 8(d) or cause any entity to cease being a part of the Company's existing distribution channels for its products described above in this Section 8(d). If the Company exits a particular domestic or international market area and thereby ceases the wholesale distribution or retail sales of wireless mobile phones, prepaid wireless mobile phones and two-way radios and related accessories in that market area, then such market area shall no longer be -5-

deemed to be encompassed within the definition of "Competing Business" subsequent to the date the Company exits from such market area. (e) Default. The provisions of this Section 8 shall be null and void and have no further force and effect if the Company fails to pay any amount due hereunder or under the Severance Agreement when due and owing, and the Company has not cured such failure to make such payment within seven (7) days of the receipt of written notice thereof. Any past due payments under this Agreement shall bear interest at the rate of ten (10) percent per annum if this Agreement does not otherwise provide for the payment of interest on such payments. (f) Requirement to Offer New Business Lines to the Company. If from time to time Consultant or any Affiliate of Consultant desires to sell products or services within a New Business Line in a Selected Asian Country, then Consultant must notify the Company in writing thereof and give the Company the first opportunity to purchase such products and services within such New Business Line before Consultant or such Affiliate may sell such products or services to any third party.

deemed to be encompassed within the definition of "Competing Business" subsequent to the date the Company exits from such market area. (e) Default. The provisions of this Section 8 shall be null and void and have no further force and effect if the Company fails to pay any amount due hereunder or under the Severance Agreement when due and owing, and the Company has not cured such failure to make such payment within seven (7) days of the receipt of written notice thereof. Any past due payments under this Agreement shall bear interest at the rate of ten (10) percent per annum if this Agreement does not otherwise provide for the payment of interest on such payments. (f) Requirement to Offer New Business Lines to the Company. If from time to time Consultant or any Affiliate of Consultant desires to sell products or services within a New Business Line in a Selected Asian Country, then Consultant must notify the Company in writing thereof and give the Company the first opportunity to purchase such products and services within such New Business Line before Consultant or such Affiliate may sell such products or services to any third party. (g) Affiliate. As used herein, "Affiliate" or "affiliate" shall mean any person or entity that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the person or entity in question. (h) Survival. Except as provided in Section 8(e), the covenants and agreements of Consultant under this Section 8 and under Section 9 are of a continuing nature and shall survive the expiration, termination or cancellation of this Agreement, regardless of the reason therefor. 9. Confidentiality Agreement. For the purposes of this Section 9, the term "the Company" shall be construed also to include any and all Affiliates of the Company. (a) Confidential Information. "Confidential Information" shall mean information that is used in the Company's business and (i) is proprietary to, about or created by the Company; (ii) gives the Company some competitive advantage, the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company; (iii) is not typically disclosed to non-employees by the Company, or otherwise is treated as confidential by the Company; or (iv) is designated as Confidential Information by the Company or from all the relevant circumstances should reasonably be assumed by Consultant to be confidential to the Company. Confidential Information shall not include information publicly known (other than as a result of a -6-

disclosure by Consultant). The phrase "publicly known" shall mean readily accessible to the public in a written publication and shall not include information that is only available by a substantial searching of the published literature or information the substance of which must be pieced together from a number of different publications and sources, or by focused searches of literature guided by Confidential Information. (b) Obligation of the Company. During the Term, the Company shall provide access to, or furnish to, Consultant Confidential Information of the Company necessary to enable Consultant properly to perform his obligations under this Agreement. (c) Non-Disclosure. Consultant acknowledges, understands and agrees that all Confidential Information, whether developed by the Company or others or whether developed by Consultant while carrying out the terms and provisions of this Agreement (or previously while serving as an officer of the Company), shall be the exclusive and confidential property of the Company and (i) shall not be disclosed to any person other than employees of

disclosure by Consultant). The phrase "publicly known" shall mean readily accessible to the public in a written publication and shall not include information that is only available by a substantial searching of the published literature or information the substance of which must be pieced together from a number of different publications and sources, or by focused searches of literature guided by Confidential Information. (b) Obligation of the Company. During the Term, the Company shall provide access to, or furnish to, Consultant Confidential Information of the Company necessary to enable Consultant properly to perform his obligations under this Agreement. (c) Non-Disclosure. Consultant acknowledges, understands and agrees that all Confidential Information, whether developed by the Company or others or whether developed by Consultant while carrying out the terms and provisions of this Agreement (or previously while serving as an officer of the Company), shall be the exclusive and confidential property of the Company and (i) shall not be disclosed to any person other than employees of the Company and professionals engaged on behalf of the Company, and other than disclosure in the scope of the Company's business in accordance with the Company's policies for disclosing information, (ii) shall be safeguarded and kept from unintentional disclosure and (iii) shall not be used for Consultant's personal benefit. Subject to the terms of the preceding sentence, Consultant shall not use, copy or transfer Confidential Information other than as is necessary in carrying out his duties under this Agreement. (d) Survival. The covenants and agreements of Consultant under this Section 9 are of a continuing nature and shall survive the expiration, termination or cancellation of this Agreement, regardless of the reason therefor. 10. Remedies. Because of Consultant's experience and reputation in the industries in which the Company operates, and because of the unique nature of the Confidential Information, Consultant acknowledges, understands and agrees that the Company will suffer immediate and irreparable harm if Consultant fails to comply with any of his obligations under Section 8 or 9 of this Agreement, and that monetary damages will be inadequate to compensate the Company for such breach. Accordingly, Consultant agrees that the Company shall, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of Sections 8 and 9, without the necessity of proving inadequacy of legal remedies or irreparable harm. The parties hereby further agree that the restrictions and obligations herein set forth are (a) reasonable and necessary to protect the substantial value of the Company, and (b) directly benefit Consultant. The representations and covenants contained in this Section 10 on the part of Consultant will be construed as ancillary to and independent of any other provision of this Agreement, and the existence of any claim or cause of action of Consultant against the Company or any officer, director, or stockholder of the Company whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement against Consultant of the covenants of Consultant contained in this Section 10, except as otherwise provided in Section 8(e). Notwithstanding any other provision of this Agreement, the provisions of this Section 10 and the rights and remedies to enforce such provisions shall be assignable in favor of any successor or assign of the Company. -711. Reimbursement in Event of Breach. As a further material inducement to enter into this Agreement, subject to Section 20(b)(v), any party who breaches this Agreement must reimburse the non-breaching party for any and all loss, cost, damage or expense, including, without limitation, reasonable attorneys fees incurred as a result of any effort, action or lawsuit to enforce this Agreement. In addition, any breach of this Agreement will entitle the nonbreaching party to seek injunctive relief to enforce this Agreement and to recover any actual damages incurred as a result of said breach. In the event of litigation, the losing party must pay the attorneys fees of the prevailing party. 12. Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 13. Indulgences, Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

11. Reimbursement in Event of Breach. As a further material inducement to enter into this Agreement, subject to Section 20(b)(v), any party who breaches this Agreement must reimburse the non-breaching party for any and all loss, cost, damage or expense, including, without limitation, reasonable attorneys fees incurred as a result of any effort, action or lawsuit to enforce this Agreement. In addition, any breach of this Agreement will entitle the nonbreaching party to seek injunctive relief to enforce this Agreement and to recover any actual damages incurred as a result of said breach. In the event of litigation, the losing party must pay the attorneys fees of the prevailing party. 12. Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 13. Indulgences, Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. 14. Consultant's Sole Remedy. Consultant's sole remedy shall be against the Company for any claim, liability or obligation of any nature whatsoever arising out of or relating to this Agreement or an alleged breach of this Agreement or for any other claim arising out of Consultant's service to the Company or the termination of Consultant's service hereunder (collectively, "Consultant Claims"). Consultant shall have no claim or right of any nature whatsoever against any of the Company's directors, former directors, officers, former officers, employees, former employees, stockholders, former stockholders, agents, former agents or the Independent Counsel in their individual capacities arising out of or relating to any Consultant Claim. Consultant hereby releases and covenants not to sue any person other than the Company over any Consultant Claim. The persons described in this Section 14 (other than the Company and Consultant) shall be third-party beneficiaries of this Agreement for purposes of enforcing the terms of this Section 14 against Consultant. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE LIMITATIONS ON CONSULTANT'S REMEDIES EXPRESSED IN THIS SECTION 14 APPLY WITHOUT LIMITATION TO CONSULTANT CLAIMS RELATING TO NEGLIGENCE. 15. Notices. All notices, requests, demands and other communications required or permitted under this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given, made and received when sent by telecopy (with a copy sent by mail) or when personally delivered or one business day after it is sent by overnight service, addressed as set forth below: -8-

If to Consultant: Alan H. Goldfield 1850 Turbeville Road Denton, Texas 76210 Telecopier: (940) 321-0380 with a copy to (which shall not constitute notice): Alan J. Perkins Gardere Wynne Sewell LLP 3000 Thanksgiving Tower Dallas, Texas 75201 Telecopier: (214) 999-3683 If to the Company: CellStar Corporation 1730 Briercroft Court Carrollton, Texas 75006

If to Consultant: Alan H. Goldfield 1850 Turbeville Road Denton, Texas 76210 Telecopier: (940) 321-0380 with a copy to (which shall not constitute notice): Alan J. Perkins Gardere Wynne Sewell LLP 3000 Thanksgiving Tower Dallas, Texas 75201 Telecopier: (214) 999-3683 If to the Company: CellStar Corporation 1730 Briercroft Court Carrollton, Texas 75006 Attn: General Counsel Telecopier: (972) 466-5030 with a copy to (which shall not constitute notice): William R. Hays, III 901 Main Street, Suite 3100 Dallas, Texas 75202 Telecopier: (214) 651-5940 Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this section for the giving of notice, which shall be effective only upon receipt. 16. Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 17. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the consulting arrangement between Consultant and the Company, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect to the terms of the consulting arrangement between Consultant and the Company, except as herein contained, which shall be deemed terminated effective immediately. The express terms hereof control and supersede any -9-

course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 18. Headings. The headings of Sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflict of laws. 20. Dispute Resolution. Subject to the Company's right to seek injunctive relief in court as provided in Section 10

course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 18. Headings. The headings of Sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflict of laws. 20. Dispute Resolution. Subject to the Company's right to seek injunctive relief in court as provided in Section 10 and except as provided in Exhibit A with respect to disputes involving the calculation of Net Earnings from New Business Lines under Section 6(b), any dispute, controversy or claim arising out of or in relation to or connection to this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively and finally settled by arbitration, and either party may submit such dispute, controversy or claim to arbitration. (a) The arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; provided, however, that if the dispute involves more than $2,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are necessary as provided above, then (i) each side shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration and (ii) the party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last partyappointed arbitrator. If (x) the parties cannot agree on the sole arbitrator, (y) one party refuses to appoint its party- appointed arbitrator within said thirty (30) day period or (z) the party- appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal, then the appointing authority for the implementation of such procedure shall be the Senior United States District Judge for the Northern District of Texas, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. If the Senior United States District Judge for the Northern District of Texas refuses or fails to act as the appointing authority within ninety (90) days after being requested to do so, then the appointing authority shall be the Chief Consultant Officer of the American Arbitration Association, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. All decisions and awards by the arbitration tribunal shall be made by majority vote. (b) Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: (i) The arbitration proceedings shall be held in Dallas, Texas, at a site chosen by mutual agreement of the parties, or if the parties cannot reach agreement on a location within thirty (30) days of the appointment of the last arbitrator, then at a site chosen by the arbitrators; -10-

(ii) The arbitrators shall be and remain at all times wholly independent and impartial; (iii) The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time; (iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrators; (vi) The decision of the arbitrators shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrators; made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such

(ii) The arbitrators shall be and remain at all times wholly independent and impartial; (iii) The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time; (iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrators; (vi) The decision of the arbitrators shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrators; made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement; (vii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at 6% per annum; and (viii) Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. 21. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Company, by written agreement in form and substance satisfactory to Consultant, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 22. Cooperation. Consultant will cooperate with the Company in response to reasonable requests for information or assistance by the Company in connection with all matters relating to or arising out of his service with the Company. -1123. Voluntary Agreement. Each party acknowledges that such party has had sufficient time and opportunity to read and understand this Agreement and to consult with his or its legal counsel and other advisors regarding the terms and conditions set forth in this Agreement. 24. Survival. The covenants and agreements of the parties under Sections 11 through 24 are of a continuing nature and shall survive the expiration, termination or cancellation of this Agreement, regardless of the reason therefor. ***** -12-

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed on its behalf by its duly authorized officer or has signed this Agreement on his behalf, as applicable, as of the day and year first above written. Consultant:

23. Voluntary Agreement. Each party acknowledges that such party has had sufficient time and opportunity to read and understand this Agreement and to consult with his or its legal counsel and other advisors regarding the terms and conditions set forth in this Agreement. 24. Survival. The covenants and agreements of the parties under Sections 11 through 24 are of a continuing nature and shall survive the expiration, termination or cancellation of this Agreement, regardless of the reason therefor. ***** -12-

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed on its behalf by its duly authorized officer or has signed this Agreement on his behalf, as applicable, as of the day and year first above written. Consultant:
/s/ Alan H. Goldfield ---------------------------------------Alan H. Goldfield

The Company: CELLSTAR CORPORATION
By: /s/ Elaine Flud Rodriguez ------------------------------------Elaine Flud Rodriguez, Sr. Vice President and General Counsel

-13EXHIBIT A Terms of Net Earnings Calculation 1. Revenues from New Business Lines will include only the direct revenues associated with the New Business Lines. 2. Cost of goods sold will include only the direct product costs and expenses incurred in connection with the generation of revenues from New Business Lines. 3. Selling expenses will include only direct costs. 4. General and administrative expenses will be allocated to revenues from New Business Lines on the basis of the percentage that total revenues from New Business Lines constitutes of total Company consolidated revenues. 5. Depreciation will be calculated using the Company's depreciation procedures applied to the identified Company investment supporting the New Business Lines. 6. Interest expense will be calculated by applying the weighted average interest cost for the Company to the identified Company investment supporting the New Business Lines. 7. Taxes will be calculated based on Net Earnings from New Business Lines before taxes using the statutory rates for the jurisdiction(s) in which revenues from New Business Lines are generated.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed on its behalf by its duly authorized officer or has signed this Agreement on his behalf, as applicable, as of the day and year first above written. Consultant:
/s/ Alan H. Goldfield ---------------------------------------Alan H. Goldfield

The Company: CELLSTAR CORPORATION
By: /s/ Elaine Flud Rodriguez ------------------------------------Elaine Flud Rodriguez, Sr. Vice President and General Counsel

-13EXHIBIT A Terms of Net Earnings Calculation 1. Revenues from New Business Lines will include only the direct revenues associated with the New Business Lines. 2. Cost of goods sold will include only the direct product costs and expenses incurred in connection with the generation of revenues from New Business Lines. 3. Selling expenses will include only direct costs. 4. General and administrative expenses will be allocated to revenues from New Business Lines on the basis of the percentage that total revenues from New Business Lines constitutes of total Company consolidated revenues. 5. Depreciation will be calculated using the Company's depreciation procedures applied to the identified Company investment supporting the New Business Lines. 6. Interest expense will be calculated by applying the weighted average interest cost for the Company to the identified Company investment supporting the New Business Lines. 7. Taxes will be calculated based on Net Earnings from New Business Lines before taxes using the statutory rates for the jurisdiction(s) in which revenues from New Business Lines are generated. 8. Extraordinary items under U.S. Generally Accepted Accounting Principles consistently applied will be excluded. 9. Treatment of currency exchange and hedging transactions will be handled in accordance with the Company's normal policies and practices for the jurisdiction(s) within which the revenues from New Business Lines are generated. 10. Payments will be made quarterly at the rate of 75% of 5% of the Net Earnings from New Business Lines for the applicable quarter, with a "true up" after the end of each Company fiscal year. Interest will be paid on any "true up" payment by the Company or Consultant at the then current interest rate under the Company's credit agreement.

EXHIBIT A Terms of Net Earnings Calculation 1. Revenues from New Business Lines will include only the direct revenues associated with the New Business Lines. 2. Cost of goods sold will include only the direct product costs and expenses incurred in connection with the generation of revenues from New Business Lines. 3. Selling expenses will include only direct costs. 4. General and administrative expenses will be allocated to revenues from New Business Lines on the basis of the percentage that total revenues from New Business Lines constitutes of total Company consolidated revenues. 5. Depreciation will be calculated using the Company's depreciation procedures applied to the identified Company investment supporting the New Business Lines. 6. Interest expense will be calculated by applying the weighted average interest cost for the Company to the identified Company investment supporting the New Business Lines. 7. Taxes will be calculated based on Net Earnings from New Business Lines before taxes using the statutory rates for the jurisdiction(s) in which revenues from New Business Lines are generated. 8. Extraordinary items under U.S. Generally Accepted Accounting Principles consistently applied will be excluded. 9. Treatment of currency exchange and hedging transactions will be handled in accordance with the Company's normal policies and practices for the jurisdiction(s) within which the revenues from New Business Lines are generated. 10. Payments will be made quarterly at the rate of 75% of 5% of the Net Earnings from New Business Lines for the applicable quarter, with a "true up" after the end of each Company fiscal year. Interest will be paid on any "true up" payment by the Company or Consultant at the then current interest rate under the Company's credit agreement. 11. Consultant can challenge the calculation of Net Earnings from New Business Lines only after the conclusion of each Company fiscal year. Any disputes will be resolved by a panel of accountants, with the Company selecting an accountant, Consultant selecting an accountant and the two accountants then selecting a third accountant. The Company will pay all costs of the dispute resolution process if the Company's calculation of Net Earnings from New Business Lines is more than three (3) percent under the actual Net Earnings from New Business Lines. Otherwise, Consultant pays all costs of the dispute resolution process. -14-

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the 5th day of July, 2001 (the "Effective Date"), by and between CellStar Ltd. (the "Employer"), CellStar Corporation, a Delaware corporation and parent company of Employer ("Parent"), and Terry S. Parker (the "Employee"). RECITALS WHEREAS, Employer desires to obtain the benefit of the services of Employee as an employee of Employer for the period of time provided in this Agreement; and

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the 5th day of July, 2001 (the "Effective Date"), by and between CellStar Ltd. (the "Employer"), CellStar Corporation, a Delaware corporation and parent company of Employer ("Parent"), and Terry S. Parker (the "Employee"). RECITALS WHEREAS, Employer desires to obtain the benefit of the services of Employee as an employee of Employer for the period of time provided in this Agreement; and WHEREAS, Employee desires to render services for Employer on the terms and conditions hereinafter provided; and WHEREAS, Employer desires that Employee be able to participate in Parent's stock option and incentive compensation plans; and WHEREAS, the Board of Directors of Parent deems it advisable and in the best interests of Parent and Employer to enter into this Employment Agreement with Employee; AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows: ARTICLE I Employment 1.1 Employment. Effective on the Effective Date the Employer shall employ the Employee and the Employee shall accept employment by the Employer for the period and upon the terms and conditions contained in this Agreement. 1.2 Term. The term of this Agreement shall commence on the Effective Date and shall end on the four (4) year anniversary of the Effective Date (the "Original Term"), unless earlier terminated as provided herein (the period from the Effective Date to the four (4) year anniversary of the Effective Date, or to the date of such earlier termination, as applicable, is hereinafter referred to as the "Term"). At the expiration of the Original Term, this Agreement shall automatically be renewed on a year to year basis unless notice of any decision not to renew this Agreement is given by the Employer or the Employee at least 365 days prior to the expiration of the Original Term or any such one year term or unless earlier terminated as provided herein. 1.3 Position and Duties. (a) Position. During the Term, the Employee shall serve as Chief Executive Officer of Employer, with authority, duties and responsibilities consistent with such position, and shall perform such other services for Employer, Parent and their affiliated entities consistent with such position as may be reasonably assigned to him from time to time by the boards of directors of Employer and/or Parent. During the Term, Employee shall, if so elected or appointed, also accept election or appointment, and serve, as an officer and/or director of Employer or any of its affiliated entities and perform the duties appropriate thereto, without additional compensation other than as set forth herein. Employee's actions hereunder shall at all times be subject to the direction of the boards of directors of Employer and Parent. (b) Commitment. During the Term, the Employee shall devote substantially all of his business time, energy, skill and best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of Employer, Parent and their affiliated entities. Subject to the foregoing, the Employee may

1.3 Position and Duties. (a) Position. During the Term, the Employee shall serve as Chief Executive Officer of Employer, with authority, duties and responsibilities consistent with such position, and shall perform such other services for Employer, Parent and their affiliated entities consistent with such position as may be reasonably assigned to him from time to time by the boards of directors of Employer and/or Parent. During the Term, Employee shall, if so elected or appointed, also accept election or appointment, and serve, as an officer and/or director of Employer or any of its affiliated entities and perform the duties appropriate thereto, without additional compensation other than as set forth herein. Employee's actions hereunder shall at all times be subject to the direction of the boards of directors of Employer and Parent. (b) Commitment. During the Term, the Employee shall devote substantially all of his business time, energy, skill and best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of Employer, Parent and their affiliated entities. Subject to the foregoing, the Employee may serve in any capacity with any civic, educational or charitable organization; provided that such activities and services do not interfere or conflict with the performance of his duties hereunder. Further subject to the foregoing, the Employee may serve as a director of other corporations; provided, however, that such service or position is approved in advance by the Board of Directors of Parent and further that such service or position does not at any time during the Term interfere or conflict with the performance of his duties hereunder. Employee shall comply with policies, standards and regulations established from time to time by senior management and/or the boards of directors of Employer and Parent. 1.4 Compensation. (a) Base Salary. Subject to Section 1.4(c) below, beginning on the Effective Date, Employer shall pay the Employee as compensation an aggregate salary ("Base Salary") of $850,000 per year during the Term, or such greater amount as shall be approved in accordance with the policies of Employer and/or Parent, as applicable. The Base Salary for each year shall be paid by Employer in accordance with the regular payroll practices of Employer. (b) Annual Incentive Payment. Each year during the Term, the Employee shall be eligible to participate in an annual incentive plan approved by the Parent's Board of Directors; provided, however, that for the fiscal year ending in November 2001, and subject to any required approvals of the Board of Directors of Parent, Employer agrees to pay Employee a one-time bonus in the amount of $200,000, which amount will be payable within 30 days following the end of the 2001 fiscal year. (c) Withholding. With respect to any compensation received by Employee with respect to Employee's services for Employer or any of its affiliates, Employer will deduct such withholding and other payroll taxes as are required to be withheld by

Employer under applicable law. (d) Stock Options. Parent will recommend to the Board of Directors of Parent that Employee be granted a stock option (th e "Option") entitling him to purchase 1 million shares of Parent's common stock at the reported market closing sales price thereof on the date of grant. The Option shall become exercisable by the Employee at the rate of 25% of the shares covered thereby per year, beginning on the Effective Date and continuing thereafter on each anniversary of the Effective Date in accordance with the terms of the Parent's 1993 Amended and Restated Long Term Incentive Plan; provided, however, that any unvested portion of the Option shall immediately vest if the Employee's employment is terminated Without Cause (defined below) or for Company Breach (defined below) or as a result of a Change in Control (defined below), and; provided, further, that, Employee shall have twenty four (24) months following a Change in Control (defined below) to exercise the Option, notwithstanding any termination of Employee's employment. The Option shall contain such additional terms as are set forth in Parent's 1993 Amended and Restated Long Term Incentive Plan and as are established by the Board of Directors of Parent. Employee shall be entitled to annual consideration for future grants in amounts (if any) and on terms and conditions to be determined by the Board of Directors. (e) Payment and Reimbursement of Expenses. During the Term, Employer shall pay or reimburse the Employee for all reasonable travel and other expenses incurred by the Employee in performing his obligations under this

Employer under applicable law. (d) Stock Options. Parent will recommend to the Board of Directors of Parent that Employee be granted a stock option (th e "Option") entitling him to purchase 1 million shares of Parent's common stock at the reported market closing sales price thereof on the date of grant. The Option shall become exercisable by the Employee at the rate of 25% of the shares covered thereby per year, beginning on the Effective Date and continuing thereafter on each anniversary of the Effective Date in accordance with the terms of the Parent's 1993 Amended and Restated Long Term Incentive Plan; provided, however, that any unvested portion of the Option shall immediately vest if the Employee's employment is terminated Without Cause (defined below) or for Company Breach (defined below) or as a result of a Change in Control (defined below), and; provided, further, that, Employee shall have twenty four (24) months following a Change in Control (defined below) to exercise the Option, notwithstanding any termination of Employee's employment. The Option shall contain such additional terms as are set forth in Parent's 1993 Amended and Restated Long Term Incentive Plan and as are established by the Board of Directors of Parent. Employee shall be entitled to annual consideration for future grants in amounts (if any) and on terms and conditions to be determined by the Board of Directors. (e) Payment and Reimbursement of Expenses. During the Term, Employer shall pay or reimburse the Employee for all reasonable travel and other expenses incurred by the Employee in performing his obligations under this Agreement in accordance with the policies and procedures of Employer or Parent, provided that the Employee properly accounts therefor in accordance with the regular policies of Employer or Parent, as applicable. (f) Fringe Benefits and Perquisites. During the Term, the Employee shall be entitled to participate in or receive benefits under any stock purchase, profit-sharing, pension, retirement, paid time off, life, medical, dental, disability or other plan or arrangement made generally available by Employer or Parent to employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Employee shall be credited with 10 years of service with the Employer as of the Effective Date for purposes of determining eligibility and vesting for paid time off and short-term disability benefits. (g) Relocation Expenses. The Employee acknowledges and agrees that he will relocate his primary residence to the Dallas/Fort Worth area in order to perform his duties and responsibilities under this Agreement. In connection with such relocation: (i) The Employer agrees to reimburse the Employee for the reasonable costs of temporary corporate housing in the Dallas/Fort Worth area for up to 180 days from the Effective Date. (ii) The Employer agrees to reimburse Employee for the cost of Employee's trips home to Indiana on a bi-weekly basis for up to 180 days from

the Effective Date. Reimbursable expenses include round trip coach air fare and any reasonable out-of-pocket expenses (i.e., airport parking). (iii) The Employer shall reimburse Employee for the cost of two (2) house hunting trips for members of the Employee's immediate family. Reimbursable expenses include round trip coach air fare, automobile rental, reasonable costs for meals, lodging (if needed) and other reasonable out- of-pocket expenses. (iv) The Employer shall reimburse Employee for all normal and customary costs associated with the sale of Employee's current residence, including broker's fees not to exceed 6%. (v) The Employer shall reimburse Employee for all normal and customary costs associated with the purchase of a residence in the Dallas/Fort Worth area, including but not limited to survey fees, loan origination fees, title insurance and attorneys fees. (vi) The Employer shall reimburse Employee for all normal and customary moving costs for household goods from Indiana to the Dallas/Fort Worth area for a period of 24 months following the Effective Date. (vii) The Employer shall reimburse Employee for all reasonable and customary out-of-pocket travel expenses

the Effective Date. Reimbursable expenses include round trip coach air fare and any reasonable out-of-pocket expenses (i.e., airport parking). (iii) The Employer shall reimburse Employee for the cost of two (2) house hunting trips for members of the Employee's immediate family. Reimbursable expenses include round trip coach air fare, automobile rental, reasonable costs for meals, lodging (if needed) and other reasonable out- of-pocket expenses. (iv) The Employer shall reimburse Employee for all normal and customary costs associated with the sale of Employee's current residence, including broker's fees not to exceed 6%. (v) The Employer shall reimburse Employee for all normal and customary costs associated with the purchase of a residence in the Dallas/Fort Worth area, including but not limited to survey fees, loan origination fees, title insurance and attorneys fees. (vi) The Employer shall reimburse Employee for all normal and customary moving costs for household goods from Indiana to the Dallas/Fort Worth area for a period of 24 months following the Effective Date. (vii) The Employer shall reimburse Employee for all reasonable and customary out-of-pocket travel expenses incurred by Employee and his immediate family during the actual relocation from Indiana to the Dallas/Fort Worth area. All amounts reimbursed pursuant to this subsection shall be grossed up for all applicable taxes. 1.5 Termination. (a) Disability. Employer may terminate this Agreement for Disability. "Disability" shall exist if, because of ill health or physical or mental disability, the Employee shall have been unable to perform his duties under this Agreement, with reasonable accommodation by the Employer, as determined in good faith by Parent's Board of Directors or a committee thereof, for a period of 180 consecutive days, or if, in any 12-month period, the Employee shall have been unable or shall have failed to perform his duties for a period of 270 or more business days, irrespective of whether or not such days are consecutive. (b) Cause. Employer may terminate the Employee's employment for Cause. Termination for "Cause" shall mean termination because of the Employee's (i) the willful failure by Employee to perform his duties, provided that no act, or failure to act, on the Employee's part shall be considered "willful" unless the Board of Directors, in the reasonable exercise of its business judgment, determines that such act or failure

to act was committed without good faith and without a reasonable belief that such act or failure to act was in the best interests of the Employer, Parent or their affiliated entities, (ii) misconduct that causes or is likely to cause material economic harm to Employer, Parent or their affiliated entities or that brings or is likely to bring material discredit to the reputation of Employer, Parent or any of their affiliated entities, as determined by the Board of Directors of Parent in good faith, (iii) failure to substantially follow directions of the boards of directors of Employer or Parent that are consistent with his duties under this Agreement, provided that no act, or failure to act, on the Employee's part shall be deemed to constitute Cause unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's act, or failure to act, was in or not opposed to the best interest of Employer, (iv) conviction of, or entry of a pleading of guilty or nolo contendre to, any felony involving moral turpitude or entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the matter permanently prohibiting Employee from participating in the conduct of the affairs of Employer, Parent or their affiliated entities, or (v) any other material breach of any provision of this Agreement. Items (i), (ii), (iii) and (v) of this subsection shall not constitute Cause unless Employer or Parent notified the Employee thereof in writing, specifying in reasonable detail the basis therefor and stating that it is grounds for Cause. Furthermore, if the Employee's actions are curable, items (i), (ii), (iii) and (v) of this subsection shall not constitute Cause unless the Employee fails to cure such matter within 30 days after such notice is sent or given under this Agreement. It is understood that "Cause" shall not include a failure to perform due to a Disability.

to act was committed without good faith and without a reasonable belief that such act or failure to act was in the best interests of the Employer, Parent or their affiliated entities, (ii) misconduct that causes or is likely to cause material economic harm to Employer, Parent or their affiliated entities or that brings or is likely to bring material discredit to the reputation of Employer, Parent or any of their affiliated entities, as determined by the Board of Directors of Parent in good faith, (iii) failure to substantially follow directions of the boards of directors of Employer or Parent that are consistent with his duties under this Agreement, provided that no act, or failure to act, on the Employee's part shall be deemed to constitute Cause unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's act, or failure to act, was in or not opposed to the best interest of Employer, (iv) conviction of, or entry of a pleading of guilty or nolo contendre to, any felony involving moral turpitude or entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the matter permanently prohibiting Employee from participating in the conduct of the affairs of Employer, Parent or their affiliated entities, or (v) any other material breach of any provision of this Agreement. Items (i), (ii), (iii) and (v) of this subsection shall not constitute Cause unless Employer or Parent notified the Employee thereof in writing, specifying in reasonable detail the basis therefor and stating that it is grounds for Cause. Furthermore, if the Employee's actions are curable, items (i), (ii), (iii) and (v) of this subsection shall not constitute Cause unless the Employee fails to cure such matter within 30 days after such notice is sent or given under this Agreement. It is understood that "Cause" shall not include a failure to perform due to a Disability. (c) Without Cause. During the Term, Employer may terminate the Employee's employment Without Cause, subject to the provisions of subsection 1.6(c) (Termination Without Cause or for Company Breach). Termination "Without Cause" shall mean termination of the Employee's employment by Employer other than termination for Cause or for Disability. (d) Company Breach. The Employee may terminate his employment hereunder for Company Breach. For purposes of this Agreement a "Company Breach" shall be deemed to occur in the event of a material breach of this Agreement by Employer or Parent; provided, however, that the Employee shall not be entitled to terminate for Company Breach unless the Employee notifies Employer thereof in writing, specifying in reasonable detail the basis therefor and stating that it is grounds for Company Breach, and unless Employer fails to cure such Company Breach within 30 days after such notice is sent or given under this Agreement. For purposes of this Agreement, a material breach by Employer or Parent shall include, without limitation, (i) the material reduction without his consent of the title, authority, duties or responsibilities that the Employee has on the Effective Date, (ii) the reduction in the Employee's annual base salary as in effect on the Effective Date, or (iii) the relocation of the Employer's principal office, or the Employee's own office location as assigned to him by Employer, to a location more than 50 miles from the present location of Employer's principal office. (e) Change in Control. The Employee may terminate his employment hereunder within 12 months of a Change in Control (defined below): (i) "Change in Control" shall mean any of the following:

(1) any consolidation or merger of Parent in which Parent is not the continuing or surviving corporation or pursuant to which shares of Parent's common stock would be converted into cash, securities or other property, other than a merger of Parent in which the holders of Parent common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Parent; (3) any approval by the stockholders of Parent of any plan or proposal for the liquidation or dissolution of Parent; (4) the cessation of control (by virtue of their not constituting a majority of directors) of Parent's Board of Directors by the individuals (the "Continuing Directors") who (x) at the date of this Agreement were directors or (y) become directors after the date of this Agreement and whose election or nomination for election by Parent's stockholders, was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of this Agreement or whose election or nomination for election was previously so approved); or

(1) any consolidation or merger of Parent in which Parent is not the continuing or surviving corporation or pursuant to which shares of Parent's common stock would be converted into cash, securities or other property, other than a merger of Parent in which the holders of Parent common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Parent; (3) any approval by the stockholders of Parent of any plan or proposal for the liquidation or dissolution of Parent; (4) the cessation of control (by virtue of their not constituting a majority of directors) of Parent's Board of Directors by the individuals (the "Continuing Directors") who (x) at the date of this Agreement were directors or (y) become directors after the date of this Agreement and whose election or nomination for election by Parent's stockholders, was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of this Agreement or whose election or nomination for election was previously so approved); or (5) subject to applicable law, in a Chapter 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving Parent to a case under Chapter 7. (f) Without Good Reason. During the Term, the Employee may terminate his employment Without Good Reason upon 30 days prior written notice to Employer of such termination, which notice may be waived by Employer in Employer's discretion. Termination "Without Good Reason" shall mean termination of the Employee's employment by the Employee other than termination for Company Breach. (g) Explanation of Termination of Employment. Any party terminating this Agreement shall give prompt written notice ("Notice of Termination") to the other party hereto advising such other party of the termination of this Agreement stating in reasonable detail the basis for such termination. The Notice of Termination shall indicate whether termination is being made for Cause, Without Cause or for Disability (if Employer has terminated the Agreement) or for Company Breach, upon a Change in Control or Without Good Reason (if the Employee has terminated the Agreement). (h) Date of Termination. "Date of Termination" shall mean the last day of Employee's employment, as determined in accordance with this Section 1.5. 1.6 Compensation Upon Termination. (a) During Disability. During any period that the Employee fails to perform his duties hereunder because of ill health or physical or mental disability, he shall continue to receive his full salary and benefits pursuant to Section 1.4 (Compensation) through the Date of Termination, after giving effect to all disability benefits received by Employee under the terms of any applicable disability policy. (b) Termination for Cause or Without Good Reason. If Employer shall terminate the Employee's employment for Cause or if the Employee shall terminate his employment Without Good Reason, then Employer's obligation to pay salary and benefits pursuant to Section 1.4 (Compensation) shall terminate, except that Employer shall pay the Employee his accrued but unpaid salary and benefits pursuant to Section 1.4 (Compensation) through the Date of Termination. (c) Termination Without Cause or for Company Breach. If Employer shall terminate the Employee's employment Without Cause or if the Employee shall terminate his employment for Company Breach, then Employer shall pay to the Employee, as severance pay in a lump sum on the 15th day following the Date of Termination, the following amounts: (i) his accrued but unpaid Base Salary through the Date of Termination at the rate in effect as of the Date of Termination; and (ii) in lieu of any further Base Salary and Annual Incentive Payments for periods subsequent to the Date of Termination, an amount equal to the product of (A) the sum of Employee's Base Salary at the rate in effect as of the Date of Termination plus the amount of the Annual Incentive Payment paid to the Employee for the preceding

1.6 Compensation Upon Termination. (a) During Disability. During any period that the Employee fails to perform his duties hereunder because of ill health or physical or mental disability, he shall continue to receive his full salary and benefits pursuant to Section 1.4 (Compensation) through the Date of Termination, after giving effect to all disability benefits received by Employee under the terms of any applicable disability policy. (b) Termination for Cause or Without Good Reason. If Employer shall terminate the Employee's employment for Cause or if the Employee shall terminate his employment Without Good Reason, then Employer's obligation to pay salary and benefits pursuant to Section 1.4 (Compensation) shall terminate, except that Employer shall pay the Employee his accrued but unpaid salary and benefits pursuant to Section 1.4 (Compensation) through the Date of Termination. (c) Termination Without Cause or for Company Breach. If Employer shall terminate the Employee's employment Without Cause or if the Employee shall terminate his employment for Company Breach, then Employer shall pay to the Employee, as severance pay in a lump sum on the 15th day following the Date of Termination, the following amounts: (i) his accrued but unpaid Base Salary through the Date of Termination at the rate in effect as of the Date of Termination; and (ii) in lieu of any further Base Salary and Annual Incentive Payments for periods subsequent to the Date of Termination, an amount equal to the product of (A) the sum of Employee's Base Salary at the rate in effect as of the Date of Termination plus the amount of the Annual Incentive Payment paid to the Employee for the preceding year (or an annualized equivalent of the Annual Incentive Payment paid for any shorter period) divided by 365 and (B) multiplied by the lesser of (y) 720, or (z) the number of days from the Date of Termination to the last day of the Original Term or the applicable renewal term, but in no event less than 365 days. In addition, the Employee will be entitled to a prorated portion of any annual incentive payment earned for the fiscal year in which his employment is terminated, if earned in accordance with the terms of its grant. Employee hereby acknowledges and agrees that the payments by the Employer under this Section 1.6(c) shall be the sole and exclusive remedy of the Employee for termination of Employee's employment Without Cause or by reason of a Company Breach, and Employee hereby waives any and all other remedies under law or in equity. If the Employee terminates his employment for Company Breach based upon a

material reduction by Employer of the Employee's Base Salary, then for purposes of this subsection 1.6(c) (Termination Without Cause or for Company Breach), the Employee's Base Salary as of the Date of Termination shall be deemed to be the Employee's Base Salary immediately prior to the reduction that the Employee claims as grounds for Company Breach. (d) Termination Upon a Change in Control. If the Employee terminates his employment after a Change in Control pursuant to subsection 1.5(e) (Change in Control), then Employer shall pay to the Employee as severance pay and as liquidated damages (because actual damages are difficult to ascertain), in a lump sum, in cash, within 15 days after termination, an amount which, when combined with all payments under Section 1.6(c), equals $100 less than three (3) times the Employee's "annualized includable compensation for the base period" (as defined in Section 280G of the Internal Revenue Code of 1986); provided, however, that if such lump sum severance payment, either alone or together with other payments or benefits, either cash or non-cash, that the Employee has the right to receive from Employer, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Employee under any plan for the benefit of employees, would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986), then such lump sum severance payment or other benefit shall be reduced to the largest amount that will not result in receipt by the Employee of a parachute payment. The determination of the amount of the payment described in this subsection shall be made by Parent's independent

material reduction by Employer of the Employee's Base Salary, then for purposes of this subsection 1.6(c) (Termination Without Cause or for Company Breach), the Employee's Base Salary as of the Date of Termination shall be deemed to be the Employee's Base Salary immediately prior to the reduction that the Employee claims as grounds for Company Breach. (d) Termination Upon a Change in Control. If the Employee terminates his employment after a Change in Control pursuant to subsection 1.5(e) (Change in Control), then Employer shall pay to the Employee as severance pay and as liquidated damages (because actual damages are difficult to ascertain), in a lump sum, in cash, within 15 days after termination, an amount which, when combined with all payments under Section 1.6(c), equals $100 less than three (3) times the Employee's "annualized includable compensation for the base period" (as defined in Section 280G of the Internal Revenue Code of 1986); provided, however, that if such lump sum severance payment, either alone or together with other payments or benefits, either cash or non-cash, that the Employee has the right to receive from Employer, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Employee under any plan for the benefit of employees, would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986), then such lump sum severance payment or other benefit shall be reduced to the largest amount that will not result in receipt by the Employee of a parachute payment. The determination of the amount of the payment described in this subsection shall be made by Parent's independent auditors. (e) Termination for Disability. If Employer shall terminate the Employee's employment for Disability, Employer's obligation to pay salary and benefits pursuant to Section 1.4 (Compensation) shall terminate, except that Employer shall pay the Employee accrued but unpaid salary and benefits pursuant to Section 1.4 (Compensation) through the Date of Termination, after giving effect to all disability benefits received by Employee under the terms of any applicable disability policy. (f) Employee Benefits. Employer shall maintain in full force and effect (to the extent consistent with past practice), for the continued benefit of Employee and, if applicable, his wife and children, the employee benefits set forth in subsections 1.4(f) (Fringe Benefits and Perquisites) through the Date of Termination (subject to the provisions of Section 1.6(e)); provided that his continued participation or, if applicable, the participation of his wife and children, is possible under the general terms and conditions of such plans and programs. Following the Date of Termination, Employee and his eligible dependents shall be eligible for continued health coverage in accordance with the terms of applicable law. 1.7 Death of Employee. If Employee dies prior to the expiration of this Agreement, Employee's employment and other obligations under this Agreement shall automatically terminate and all compensation to which Employee is or would have been entitled hereunder (including without limitation under subsections 1.4(a) (Base Salary) and 1.4(b) (Annual Incentive Payment)) shall terminate as of the end of the month in which Employee's death occurs; provided, however, that (i) Employer shall pay to Employee's estate, as soon as practicable, a prorated Annual Incentive Payment, if earned in accordance with Parent's annual incentive plan; and (ii) for the balance of the month in which Employee's death occurs, Employee's wife and children, if any, shall be entitled to receive their benefits under Employer's group hospitalization, medical and dental plans (if any), to the extent permitted under the terms of such plans, and thereafter Employee's dependents shall have a right to continued health coverage in accordance with the terms of applicable law. 1.8 Stock Ownership. During the Term, Employee agrees not to sell or transfer shares of Parent's common stock except as otherwise specifically provided for herein, if immediately after such sale the Fair Market Value (as defined under the Parent's 1993 Amended and Restated Long-Term Incentive Plan) of all of the shares of Parent's common stock Employee beneficially owns is less than three times Employee's Base Salary then in effect. Rule 13d-3 promulgated under the Securities Exchange Act of 1934 shall be used to determine the amount of shares of Parent's common stock Employee beneficially owns under this Section 1.8, with the modification that Employee shall not be deemed to beneficially own the shares of Parent's common stock that Employee then has the right to acquire under outstanding stock options unless and until such options are validly exercised. For purposes hereof, transfers by Employee to Affiliates and sales of stock in connection with cashless

occurs; provided, however, that (i) Employer shall pay to Employee's estate, as soon as practicable, a prorated Annual Incentive Payment, if earned in accordance with Parent's annual incentive plan; and (ii) for the balance of the month in which Employee's death occurs, Employee's wife and children, if any, shall be entitled to receive their benefits under Employer's group hospitalization, medical and dental plans (if any), to the extent permitted under the terms of such plans, and thereafter Employee's dependents shall have a right to continued health coverage in accordance with the terms of applicable law. 1.8 Stock Ownership. During the Term, Employee agrees not to sell or transfer shares of Parent's common stock except as otherwise specifically provided for herein, if immediately after such sale the Fair Market Value (as defined under the Parent's 1993 Amended and Restated Long-Term Incentive Plan) of all of the shares of Parent's common stock Employee beneficially owns is less than three times Employee's Base Salary then in effect. Rule 13d-3 promulgated under the Securities Exchange Act of 1934 shall be used to determine the amount of shares of Parent's common stock Employee beneficially owns under this Section 1.8, with the modification that Employee shall not be deemed to beneficially own the shares of Parent's common stock that Employee then has the right to acquire under outstanding stock options unless and until such options are validly exercised. For purposes hereof, transfers by Employee to Affiliates and sales of stock in connection with cashless exercises of stock options of up to 50% of the shares under Employee's vested stock options necessary to pay the exercise price of such options and/or taxes associated with such exercise shall not be deemed to violate this Section 1.8. ARTICLE 2 Non-Competition and Confidentiality 2.1 Training/Confidential Information. For purposes of this Article 2 (Non-Competition and Confidentiality), the term "the Company" shall be construed also to include Employer, Parent and any and all Affiliates of Employer and Parent. The Company agrees that it will provide Employee with specialized knowledge and training regarding the business in which the Company is involved, and will provide Employee with initial and ongoing confidential information and trade secrets of the Company (hereinafter referred to as "Confidential Information"). For purposes of this Agreement, Confidential Information includes, but is not limited to: (a) Customer lists and prospect lists developed by the Company; (b) Information regarding the Company's customers which Employee acquired as a result of his employment with the Employer, including but not limited to, customer contracts, work performed for customers, customer contacts, customer requirements and needs, data used by the Company to formulate customer bids, customer financial information and other information regarding the customer's business; (c) Information regarding the Company's vendors which Employee acquired

as a result of his employment with the Employer, including but not limited to, product and service information and other information regarding the business activities of such vendors; (d) Information related to the Company's business, including but not limited to marketing strategies and plans, sales procedures, operating policies and procedures, pricing and pricing strategies, business plans, sales, profits, and other business and financial information of the Company; (e) Training materials developed by and utilized by the Company; (f) Any other information which Employee acquired as a result of his employment with the Employer and which Employee has a reasonable basis to believe the Company would not want disclosed to a business competitor or to the general public. (g) Information which: (i) is proprietary to, about or created by the Company;

as a result of his employment with the Employer, including but not limited to, product and service information and other information regarding the business activities of such vendors; (d) Information related to the Company's business, including but not limited to marketing strategies and plans, sales procedures, operating policies and procedures, pricing and pricing strategies, business plans, sales, profits, and other business and financial information of the Company; (e) Training materials developed by and utilized by the Company; (f) Any other information which Employee acquired as a result of his employment with the Employer and which Employee has a reasonable basis to believe the Company would not want disclosed to a business competitor or to the general public. (g) Information which: (i) is proprietary to, about or created by the Company; (ii) gives the Company some competitive advantage, the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company; (iii) is not typically disclosed to non-employees by the Company, or otherwise is treated as confidential by the Company; or (iv) is designated as Confidential Information by the Company or from all the relevant circumstances should reasonably be assumed by the Employee to be confidential to the Company. Notwithstanding the foregoing, Confidential Information shall not include any information that is or has become public knowledge, other than by acts by the Employee or representatives of the Employee in violation of this Agreement. 2.2 Non-Disclosure. The Employee acknowledges, understands and agrees that all Confidential Information, whether developed by the Company or others or whether developed by the Employee while carrying out the terms and provisions of this Agreement (or previously while serving as an officer of the Company), shall be the exclusive and confidential property of the Company and (i) shall not be disclosed to any person (except as otherwise required by law or legal process) other than employees of the Company and professionals engaged on behalf of the Company, and other than disclosure in the scope of the Company's business in accordance with the Company's policies for disclosing information, (ii) shall be safeguarded and kept from unintentional disclosure and (iii) shall not be used for the Employee's personal benefit. Subject to the terms of the preceding sentence, the Employee shall not use, copy or transfer Confidential Information other than as is necessary in carrying out his duties under this Agreement. 2.3 Return of Company Property and Information. Upon termination of employment, or at any earlier time as directed by Company, Employee shall immediately deliver to Company any and all Confidential Information in Employee's possession, any other documents or information which Employee acquired as a result of his employment with Employer, and any copies of such documents/information. Employee shall not retain any originals or copies of such documents or materials related to Company's business which Employee came into possession of or created as a result of his employment at Company. Employee acknowledges that such information, documents and materials are the exclusive property of Company. Upon termination of employment, or at any earlier time as directed by Company, Employee shall immediately deliver to Company any property of Company in Employee's possession. Employee agrees that should he fail to return any Company property, Company shall be entitled to deduct from any sums otherwise due Employee (including, but not necessarily limited to wages and expense reimbursements) the cost and/or value of any property which Employee fails to return, up to the maximum amount allowed by law. Employee hereby authorizes Company to deduct and/or withhold any such sums from Employee's wages and/or other sums due Employee. 2.4 Non-Competition. (a) Description of Proscribed Actions. During the Term and for a period of 18 months thereafter (or 12 months

2.3 Return of Company Property and Information. Upon termination of employment, or at any earlier time as directed by Company, Employee shall immediately deliver to Company any and all Confidential Information in Employee's possession, any other documents or information which Employee acquired as a result of his employment with Employer, and any copies of such documents/information. Employee shall not retain any originals or copies of such documents or materials related to Company's business which Employee came into possession of or created as a result of his employment at Company. Employee acknowledges that such information, documents and materials are the exclusive property of Company. Upon termination of employment, or at any earlier time as directed by Company, Employee shall immediately deliver to Company any property of Company in Employee's possession. Employee agrees that should he fail to return any Company property, Company shall be entitled to deduct from any sums otherwise due Employee (including, but not necessarily limited to wages and expense reimbursements) the cost and/or value of any property which Employee fails to return, up to the maximum amount allowed by law. Employee hereby authorizes Company to deduct and/or withhold any such sums from Employee's wages and/or other sums due Employee. 2.4 Non-Competition. (a) Description of Proscribed Actions. During the Term and for a period of 18 months thereafter (or 12 months thereafter in the event of Termination Without Cause or for Company Breach), in consideration for the obligations of Employer and Parent hereunder, including without limitation their disclosure (pursuant to subsection 2.1 (Training/Confidential Information) above) of Confidential Information, the Employee shall not: (i) directly or indirectly, engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with, or render services or advice to, any Competing Business (defined below); provided, however, that the Employee may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if (x) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act and (y) the Employee does not beneficially own (as defined Rule 13d-3 promulgated under the Exchange Act) in excess of 5% of the outstanding capital stock of such enterprise; (ii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, solicit, divert or take away any suppliers, customers or clients of the Company or any of its Affiliates; or (iii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor (whether paid or unpaid), stockholder, partner or in any other individual or representative

capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, either (i) hire, attempt to hire, contact or solicit with respect to hiring, any employee of Employer or Parent or any Affiliate thereof, (ii) induce or otherwise counsel, advise or encourage any employee of Employer, Parent or any Affiliate thereof to leave the employment of Employer, Parent or any Affiliate thereof, or (iii) induce any representative or agent of Employer, Parent or any Affiliate thereof to terminate or modify its relationship with Employer, Parent or such Affiliate. (b) Judicial Modification. The Employee agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this Section 2.4 (NonCompetition) is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 2.4 (NonCompetition) shall remain in full force and effect. The Employee further agrees that if a court of competent jurisdiction determines that any provision of this Section 2.4 (Non-Competition) is invalid or against public policy, the remaining provisions of this Section 2.4 (Non-

capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, either (i) hire, attempt to hire, contact or solicit with respect to hiring, any employee of Employer or Parent or any Affiliate thereof, (ii) induce or otherwise counsel, advise or encourage any employee of Employer, Parent or any Affiliate thereof to leave the employment of Employer, Parent or any Affiliate thereof, or (iii) induce any representative or agent of Employer, Parent or any Affiliate thereof to terminate or modify its relationship with Employer, Parent or such Affiliate. (b) Judicial Modification. The Employee agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this Section 2.4 (NonCompetition) is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 2.4 (NonCompetition) shall remain in full force and effect. The Employee further agrees that if a court of competent jurisdiction determines that any provision of this Section 2.4 (Non-Competition) is invalid or against public policy, the remaining provisions of this Section 2.4 (NonCompetition) and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. (c) Nature of Restrictions. The Employee acknowledges that the business of Employer and Parent and their Affiliates is international in scope and that the Restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect Employer's, Parent's and their Affiliates' investment in their businesses and the goodwill thereof. The Employee acknowledges that the scope and duration of the restrictions contained herein are reasonable in light of the time that the Employee has been or will be engaged in the business of Employer, Parent and/or their Affiliates, and the Employee's relationship with the suppliers, customers and clients of Employer, Parent and their Affiliates. The Employee further acknowledges that the restrictions contained herein are not burdensome to the Employee in light of the consideration paid therefor and the other opportunities that remain open to the Employee. Moreover, the Employee acknowledges that he has other means available to him for the pursuit of his livelihood. (d) Competing Business. "Competing Business" shall mean any individual, business, firm, company, partnership, joint venture, organization, or other entity engaged in the wholesale distribution or retail sales of wireless communication equipment in any domestic or international market area in which Employer, Parent or any of their Affiliates does business at any time during the Employee's employment with Employer or any of its Affiliates. 2.5 Injunctive Relief. Because of the Employee's experience and reputation in the industries in which Employer, Parent and their Affiliates operate, and because of the unique nature of the Confidential Information, the Employee acknowledges, understands and agrees that Employer and Parent will suffer immediate and irreparable harm if the Employee fails to comply with any of his obligations under Article 2 (Non-Competition and Confidentiality) of this Agreement, and that monetary damages will be inadequate to compensate Employer and Parent for such breach. Accordingly, the Employee agrees that Employer and Parent shall, in addition to any other remedies available to them at law or in equity, be entitled to injunctive relief to enforce the terms of Article 2 (NonCompetition and Confidentiality), without the necessity of proving inadequacy of legal remedies or irreparable harm. ARTICLE 3 Representations and Warranties by Employee Employee hereby represents and warrants, the same being part of the essence of this Agreement, that, as of the Effective Date, he is not a party to any agreement, contract or understanding, and that no facts or circumstances exist, that would in any way restrict or prohibit him from undertaking or performing any of his obligations under this Agreement. The foregoing representation and warranty shall remain in effect throughout the Term.

Agreement, and that monetary damages will be inadequate to compensate Employer and Parent for such breach. Accordingly, the Employee agrees that Employer and Parent shall, in addition to any other remedies available to them at law or in equity, be entitled to injunctive relief to enforce the terms of Article 2 (NonCompetition and Confidentiality), without the necessity of proving inadequacy of legal remedies or irreparable harm. ARTICLE 3 Representations and Warranties by Employee Employee hereby represents and warrants, the same being part of the essence of this Agreement, that, as of the Effective Date, he is not a party to any agreement, contract or understanding, and that no facts or circumstances exist, that would in any way restrict or prohibit him from undertaking or performing any of his obligations under this Agreement. The foregoing representation and warranty shall remain in effect throughout the Term. ARTICLE 4 Indemnification Parent agrees to indemnify, and advance expenses to, the Employee to the extent provided in the Certificate of Incorporation and Bylaws of Parent as of the date of this Agreement. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under Parent's Certificate of Incorporation and Bylaws and this Agreement, it is the intent of the parties hereto that the Employee shall enjoy by this Agreement the greater benefits so afforded by such change. ARTICLE 5 Miscellaneous 5.1 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 5.2 Indulgences, Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. 5.3 Employee's Sole Remedy. The Employee's sole remedy shall be against Employer or Parent for any claim, liability or obligation of any nature whatsoever arising out of or relating to this Agreement or an alleged breach of this Agreement or for any other claim arising out of the termination of the Employee's employment hereunder (collectively, "Employee Claims"). The Employee shall have no claim or right of any nature whatsoever against any of Employer's or its Affiliates' directors, former directors, officers, former officers, employees, former employees, stockholders, former stockholders, agents, former agents or the independent counsel in their individual capacities arising out of or relating to any Employee Claim. The Employee hereby releases and covenants not to sue any person other than Employer or Parent over any Employee Claim. The persons described in this Section 5.3 (other than Employer, Parent and the Employee) shall be third- party beneficiaries of this Agreement for purposes of enforcing the terms of this Section 5.3 (Employee's Sole Remedy) against the Employee. 5.4 Notices. All notices, requests, demands and other communications required or permitted under this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given, made and received when sent by telecopy (with a copy sent by mail) or when personally delivered or one business day after it is sent by overnight service, addressed as set forth below:

arising out of the termination of the Employee's employment hereunder (collectively, "Employee Claims"). The Employee shall have no claim or right of any nature whatsoever against any of Employer's or its Affiliates' directors, former directors, officers, former officers, employees, former employees, stockholders, former stockholders, agents, former agents or the independent counsel in their individual capacities arising out of or relating to any Employee Claim. The Employee hereby releases and covenants not to sue any person other than Employer or Parent over any Employee Claim. The persons described in this Section 5.3 (other than Employer, Parent and the Employee) shall be third- party beneficiaries of this Agreement for purposes of enforcing the terms of this Section 5.3 (Employee's Sole Remedy) against the Employee. 5.4 Notices. All notices, requests, demands and other communications required or permitted under this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given, made and received when sent by telecopy (with a copy sent by mail) or when personally delivered or one business day after it is sent by overnight service, addressed as set forth below: If to the Employee: Terry S. Parker 8463 North - 1175 West Monticello, Indiana 47960 If to Employer or Parent: CellStar Corporation 1730 Briercroft Court Carrollton, Texas 75006 Attn: General Counsel Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this subsection for the giving of notice, which shall be effective only upon receipt. 5.5 Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 5.6 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained, which shall be deemed terminated effective immediately. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 5.7 Headings; Index. The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 5.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflict of laws. 5.9 Dispute Resolution. Subject to Employer's and Parent's right to seek injunctive relief in court as provided in Section 2.5 (Injunctive Relief) of this Agreement, any dispute, controversy or claim arising out of or in relation to or connection to this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively and finally settled by arbitration, and any party may submit such dispute, controversy or claim, including a claim for indemnification under this Section 5.9 (Dispute Resolution), to arbitration. (a) Arbitrators. The arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; provided, however, that if the dispute involves more than $2,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are

5.7 Headings; Index. The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 5.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflict of laws. 5.9 Dispute Resolution. Subject to Employer's and Parent's right to seek injunctive relief in court as provided in Section 2.5 (Injunctive Relief) of this Agreement, any dispute, controversy or claim arising out of or in relation to or connection to this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively and finally settled by arbitration, and any party may submit such dispute, controversy or claim, including a claim for indemnification under this Section 5.9 (Dispute Resolution), to arbitration. (a) Arbitrators. The arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be selected by mutual agreement of the parties; provided, however, that if the dispute involves more than $2,000,000, then the arbitration shall be heard and determined by three (3) arbitrators. If three (3) arbitrators are necessary as provided above, then (i) each side shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration and (ii) the party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last party-appointed arbitrator. If (x) the parties cannot agree on the sole arbitrator, (y) one party refuses to appoint its party-appointed arbitrator within said thirty (30) day period or (z) the party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal, then the appointing authority for the implementation of such procedure shall be the Senior United States District Judge for the Northern District of Texas, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. If the Senior United States District Judge for the Northern District of Texas refuses or fails to act as the appointing authority within ninety (90) days after being requested to do so, then the appointing authority shall be the Chief Executive Officer of the American Arbitration Association, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. All decisions and awards by the arbitration tribunal shall be made by majority vote. (b) Proceedings. Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: (i) The arbitration proceedings shall be held in Dallas, Texas, at a site chosen by mutual agreement of the parties, or if the parties cannot reach agreement on a location within thirty (30) days of the appointment of the last arbitrator, then at a site chosen by the arbitrators; (ii) The arbitrators shall be and remain at all times wholly independent

and impartial; (iii) The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time; (iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrators; (vi) The decision of the arbitrators shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrators; made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement; (vii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by

and impartial; (iii) The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time; (iv) Any procedural issues not determined under the arbitral rules selected pursuant to item (iii) above shall be determined by the law of the place of arbitration, other than those laws which would refer the matter to another jurisdiction; (v) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrators; (vi) The decision of the arbitrators shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accounting presented to the arbitrators; made and promptly paid in United States dollars free of any deduction or offset; and any costs or fees incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement; (vii) The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at 6% per annum; and (viii) Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. 5.10 Survival. The covenants and agreements of the parties set forth in Article 2 (Non-Competition and Confidentiality), and Article 5 (Miscellaneous) are of a continuing nature and shall survive the expiration, termination or cancellation of this Agreement, regardless of the reason therefor. 5.11 Subrogation. In the event of payment under this Agreement, Employer and Parent shall be subrogated to the extent of such payment to all of the rights of recovery of the Employee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable Employer or Parent effectively to bring suit to enforce such rights. 5.12 No Duplication of Payments. Employer and Parent shall not be liable under this Agreement to make any payment in connection with any claim made against the Employee to the extent the Employee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. 5.13 Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of Employer, Parent, spouses, heirs, and personal and legal representatives. Employer and Parent shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of their business or assets, by written agreement in form and substance satisfactory to the Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Employer or Parent would be required to perform if no such succession had taken place. 5.14 Contribution. If the indemnity contained in this Agreement is unavailable or insufficient to hold the Employee harmless in a Claim for an Indemnifiable Event, then separate from and in addition to the indemnity provided elsewhere herein, Parent shall contribute to Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Claim in such proportion as appropriately reflects the relative benefits received by, and fault of, Parent on the one hand and the Employee on the other in the acts, transactions or matters to which the Claim relates and other equitable considerations. 5.15 Parent Guaranty. Parent guarantees the payment and performance of all obligations of Employer under this Agreement and agrees it will pay or perform those obligations if for any reason Employer fails to do so. This

5.13 Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of Employer, Parent, spouses, heirs, and personal and legal representatives. Employer and Parent shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of their business or assets, by written agreement in form and substance satisfactory to the Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Employer or Parent would be required to perform if no such succession had taken place. 5.14 Contribution. If the indemnity contained in this Agreement is unavailable or insufficient to hold the Employee harmless in a Claim for an Indemnifiable Event, then separate from and in addition to the indemnity provided elsewhere herein, Parent shall contribute to Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Claim in such proportion as appropriately reflects the relative benefits received by, and fault of, Parent on the one hand and the Employee on the other in the acts, transactions or matters to which the Claim relates and other equitable considerations. 5.15 Parent Guaranty. Parent guarantees the payment and performance of all obligations of Employer under this Agreement and agrees it will pay or perform those obligations if for any reason Employer fails to do so. This guarantee is absolute, continuing, irrevocable and not conditional or contingent. Any notice given hereunder to either Employer or Parent will be deemed to be notice to Parent for purposes of this guaranty.

IN WITNESS WHEREOF, Employer and Parent have caused this Agreement to be executed by their officer/general partner thereunto duly authorized, and Employee has signed this Agreement, as of the date first set forth above. CELLSTAR LTD By: National Auto Center, Inc. General Partner
By: /s/ ELAINE FLUD RODRIGUEZ -------------------------------------Elaine Flud Rodriguez Sr. Vice President and General Counsel

CELLSTAR CORPORATION
By: /s/ ELAINE FLUD RODRIGUEZ -------------------------------------Elaine Flud Rodriguez Sr. Vice President and General Counsel

/s/ TERRY S. PARKER -----------------------------------------Terry S. Parker

IN WITNESS WHEREOF, Employer and Parent have caused this Agreement to be executed by their officer/general partner thereunto duly authorized, and Employee has signed this Agreement, as of the date first set forth above. CELLSTAR LTD By: National Auto Center, Inc. General Partner
By: /s/ ELAINE FLUD RODRIGUEZ -------------------------------------Elaine Flud Rodriguez Sr. Vice President and General Counsel

CELLSTAR CORPORATION
By: /s/ ELAINE FLUD RODRIGUEZ -------------------------------------Elaine Flud Rodriguez Sr. Vice President and General Counsel

/s/ TERRY S. PARKER -----------------------------------------Terry S. Parker


								
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