THIRD AMENDMENT TO EMPLOYMENTAGREEMENT

Exhibit 10.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Third Amendment”), is effective as of the 28th day of February, 2003, by and between CellStar Ltd. (the “Employer”), CellStar Corporation, a Delaware corporation and parent company of Employer (“Parent”), and Robert Kaiser (the “Employee”).

WHEREAS, the parties hereto are parties to that one certain Employment Agreement effective as of December 12, 2001, as amended by that one certain First Amendment to Employment Agreement effective as of April 2, 2002, and that certain Second Amendment to Employment Agreement effective as of September 10, 2002 (such Employment Agreement, First Amendment and Second Amendment being hereinafter collectively referred to as the “Employment Agreement”); and

WHEREAS, under the terms of the Employment Agreement, the Employer has agreed to consider Employee for the position of President of the Company’s North American Region; and

WHEREAS, the Employment Agreement further provides that Employer will pay to Employee the amount of $500,000 in the event Employee has not been named as Senior Vice President of the Parent and President of the Employer’s North American Region on or before March 1, 2003; and

WHEREAS, the Company is actively engaged in a search for a replacement for Mr. Kaiser in the role of Chief Financial Officer and Mr. Kaiser is assisting the Company in such search; and

WHEREAS, the parties recognize that Mr. Kaiser’s continued service in the role of Chief Financial Officer is essential until a suitable replacement can be found; and

WHEREAS, the Company has requested that Mr. Kaiser extend the date set forth in Section 1.3(a) of the Employment Agreement until May 1, 2003; and

WHEREAS, the parties have agreed to further amend the Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

1. Section 1.3(a) of the Employment Agreement is hereby amended and restated as follows:

2. The terms and provisions set forth in this Third Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Employment Agreement and except as expressly modified and superseded by this Third Amendment, the terms and provisions of the Employment Agreement are ratified and confirms and shall continue in full force and effect.

3. This Third Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement.

4. This Third Amendment 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.

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IN WITNESS WHEREOF, the Employer and Parent have caused this Third Amendment to be executed by their officer/general partner thereunto duly authorized, and Employee has signed this Third Amendment, as of the date first set forth above.

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