0001193125-05-180196 Sample Contracts

AGREEMENT
Agreement • September 6th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Texas

This AGREEMENT (this “Agreement”), effective as of March 30, 2005 (the “Effective Date”), is made by and among CellStar Ltd., a Texas limited partnership (the “Company”) and Juan Martinez (the “Employee”).

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WAIVER As of May 31, 2005
Cellstar Corp • September 6th, 2005 • Wholesale-electronic parts & equipment, nec
CONSENT AGREEMENT
Consent Agreement • September 6th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This CONSENT AGREEMENT (this “Consent”) is entered into as of August 31, 2005, among CELLSTAR CORPORATION, a Delaware corporation (“Parent”), each of Parent’s Subsidiaries signatory hereto (together with Parent, each an individual “Borrower”; and collectively, the “Borrowers”), the Lenders (as defined below) signatory hereto, and WELLS FARGO FOOTHILL, INC. (formerly known as Foothill Capital Corporation), a California corporation, in its capacity as administrative agent (“Agent”) for the Lenders.

WAIVER As of April 14, 2005
Waiver • September 6th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec
WAIVER As of March 1, 2005
Cellstar Corp • September 6th, 2005 • Wholesale-electronic parts & equipment, nec
TWELFTH AMENDMENT AND WAIVER TO LOAN AGREEMENT
Loan Agreement • September 6th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This TWELFTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (this “Amendment”) is dated as of February 10, 2005, by and among CELLSTAR CORPORATION, a Delaware corporation (“Parent”), each of Parent’s Subsidiaries signatory hereto (together with Parent, each an individual “Borrower”, and collectively, the “Borrowers”), the lenders signatory hereto (the “Lenders”) and WELLS FARGO FOOTHILL, INC., in its capacity as agent for the Lenders (the “Agent”).

THIRTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT
Loan Agreement • September 6th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This THIRTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (this “Amendment”) is dated as of May 13, 2005, by and among CELLSTAR CORPORATION, a Delaware corporation (“Parent”), each of Parent’s Subsidiaries signatory hereto (together with Parent, each an individual “Borrower”, and collectively, the “Borrowers”), the lenders signatory hereto (the “Lenders”) and WELLS FARGO FOOTHILL, INC., in its capacity as agent for the Lenders (the “Agent”).

FINE DAY HOLDINGS LIMITED a British Virgin Islands company c/o Stephan, Oringher, Richman & Theodora
Stock Purchase Agreement • September 6th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec

Capitalised terms used in this side letter shall have the same meaning given to them in the SPA, unless the context requires otherwise.

As of September 1, 2005
Cellstar Corp • September 6th, 2005 • Wholesale-electronic parts & equipment, nec
AGREEMENT AND MUTUAL RELEASE
Agreement and Mutual Release • September 6th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Hong Kong

This AGREEMENT AND MUTUAL RELEASE (“Agreement”) is made and entered into this 2nd day of September, 2005 (the “Effective Date”), by and between CellStar (Asia) Corporation Limited, a Hong Kong company (“CellStar Asia”), CellStar Corporation, a Delaware corporation and parent company of CellStar International Corporation/Asia, a Delaware corporation (“CellStar”), and Hong An-Hsien (the “Horng”).

WAIVER As of July 15, 2005
Waiver • September 6th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec
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