Consent Agreement Regarding Sale of 1730 Briercroft Real Property by CellStar Corporation and Subsidiaries with Wells Fargo Foothill, Inc. and Lenders

This CONSENT AGREEMENT (this "Consent") is entered into as of December 15, 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.

WHEREAS, the Borrowers, the financial institutions signatory thereto (the "Lenders") and the Agent have entered into that certain Loan and Security Agreement dated as of September 28, 2001, as amended by that certain First Amendment to Loan Agreement dated as of October 12, 2001, as further amended by that certain Second Amendment to Loan Agreement dated as of February 11, 2002, as further amended by that certain Third Amendment and Waiver to Loan Agreement dated as of May 9, 2002, as further amended by that certain Fourth Amendment to Loan Agreement effective as of May 9, 2002, as further amended by that certain Fifth Amendment to Loan Agreement dated as of November 13, 2002, as further amended by that certain Sixth Amendment to Loan Agreement dated as of February 6, 2003, as further amended by that certain Seventh Amendment to Loan Agreement dated as of February 28, 2003, as further amended by that certain Eighth Amendment and Waiver to Loan and Security Agreement dated as of May 31, 2003, as further amended by that certain Consent and Waiver and Ninth Amendment to Loan and Security Agreement dated as of February 24, 2004, as further amended by that certain Tenth Amendment to Loan Agreement dated as of March 31, 2004, as further amended by that certain Eleventh Amendment and Waiver to Loan Agreement dated as of August 31, 2004, as further amended by that certain Twelfth Amendment and Waiver to Loan Agreement dated as of February 10, 2005, and as further amended by that certain Thirteenth Amendment and Waiver to Loan Agreement dated as of May 13, 2005 (as the same may be further modified, amended, restated or supplemented from time to time, the "Loan Agreement"), pursuant to which the Lenders have agreed to make loans and other financial accommodations to the Borrowers from time to time; and

WHEREAS, Parent has requested that the Lenders waive compliance by the Borrowers with Section 7.4 of the Loan Agreement to permit CellStar, Ltd. to sell that certain Real Property located 1730 Briercroft Court, Carrolton, Texas (the "1730 Briercroft Real Property") on or before February 28, 2006 (the "Transaction"), pursuant to the terms and conditions of that certain commercial contract of sale attached hereto as Exhibit A (the "Purchase Agreement");

WHEREAS, in connection with the Transaction, the Parent has requested that the Agent release the 1730 Briercroft Real Property from that certain Deed of Trust, Security Agreement and Fixture Filing dated as of the 28th day of September, 2001, filed in the office of the Dallas County Clerk October 1, 2001 at Volume 2001 191, page 01822 (the "Deed of Trust"); and

WHEREAS, Agent and the Required Lenders have agreed to (a) consent to the Transaction and (b) release the Liens in favor of Agent on the 1730 Briercroft Real Property, all on the terms and conditions provided herein;

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

1. Consent to Transaction; Release of Liens.

1. Agent and the Required Lenders hereby consent to the Transaction and waive the restrictions contained in Section 7.4 (Disposal of Assets) of the Loan Agreement to the extent necessary to consummate the Transaction, so long as the following conditions are satisfied: (i) after giving effect to this Consent, no Default or Event of Default exists at the time of the consummation of the transactions contemplated by the Purchase Agreement or would be caused thereby, (ii) the proceeds received by CellStar, Ltd. for the 1730 Briercroft Real Property shall be not less than $1,900,000 in cash (less reasonable fees, costs and expenses incurred in connection the transactions contemplated by the Purchase Agreement), (iii) the net cash proceeds received by CellStar Ltd. shall be immediately used to prepay the outstanding Advances, and (iv) the Transaction shall be consummated pursuant to the terms and conditions contained in the Purchase Agreement (with such changes as may be agreed upon by Agent).
2. The Required Lenders authorize Agent to release any and all Liens or security interests held by the Agent pursuant to the Loan Agreement against the 1730 Briercroft Real Property upon the completion of the Transaction and Agent's receipt of the payment described in Section 1(a)(iii) above. Agent and the Required Lenders acknowledge that, upon the completion of the Transaction and Agent's receipt of the payment described in Section 1(a)(iii) above, neither Agent nor the Lenders shall have a continuing right or interest in the 1730 Briercroft Real Property.
3. Upon the effectiveness of this Consent pursuant to Section 3 and satisfaction of the conditions set forth in Section 1 hereof, Agent agrees to file such documents as Borrower may reasonably request, at Borrower's expense, in order to release Agent's Lien on the 1730 Briercroft Real Property.

2. No Other Consents or Waivers. Except as set forth in Section 1 above, the execution, delivery and effectiveness of this Consent shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents. Except for the consents and waivers set forth above, the text of the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect and each Borrower hereby ratifies and confirms its obligations thereunder. This Consent shall not constitute a modification of the Loan Agreement or a course of dealing with the Agent or the Lenders at variance with the Loan Agreement such as to require further notice by the Agent or the Lenders to require strict compliance with the terms of the Loan Agreement and the other Loan Documents in the future, except as expressly set forth herein. Each Borrower acknowle dges and expressly agrees that the Agent and the Lenders reserve the right to, and do in fact, require strict compliance with all terms and provisions of the Loan Agreement and the other Loan Documents. The Borrowers have no knowledge of any challenge to the Agent's or any Lenders' claims arising under the Loan Documents, or to the effectiveness of the Loan Documents.
3. Conditions Precedent to Effectiveness. This Consent shall become effective as of the date hereof when, and only when, the Agent shall have received each of the following:
1. fully executed and delivered counterparts of this Consent by the Borrowers, the Required Lenders and the Agent; and
2. such other information, documents, instruments or approvals as the Agent or the Agent's counsel may reasonably require.
4. Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows:
1. Each Borrower is a corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;
2. The execution, delivery, and performance by each Borrower of this Consent are within such Borrower's corporate or partnership authority, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's shareholders, partners, or members or any approval or consent of any Person under any material contractual obligation of any Borrower;
3. The execution, delivery, and performance by each Borrower of this Consent and the Purchase Agreement (as applicable) do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person;
4. This Consent and all other documents contemplated hereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and
5. No Default or Event of Default is existing.
5. Counterparts. This Consent may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. In proving this Consent in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of a signature page hereto by facsimile transmission or by e-mail transmission of an adobe file format document (also known as a PDF file) shall be as effective as delivery of a manually executed counterpart hereof.
6. Costs, Expenses and Taxes. The Borrowers agree to pay on demand all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Consent and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder and thereunder.
7. Governing Law. This Consent shall be deemed to be made pursuant to the laws of the State of Georgia with respect to agreements made and to be performed wholly in the State of Georgia, and shall be construed, interpreted, performed and enforced in accordance therewith, without reference to the conflict or choice of laws provisions thereof.
8. Loan Document. This Consent shall be deemed to be a Loan Document for all purposes.

[Signature pages follow]

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