CELLSTAR CORP
SEPARATION AGREEMENT AND RELEASE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>SEPARATION AGREEMENT AND RELEASE
<TEXT>

<PAGE>

                                                                    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").

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     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

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                 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

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          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,

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          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

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          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

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          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

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                 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)

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          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.

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     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

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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
<PAGE>

          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
<PAGE>

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
<PAGE>

          (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
<PAGE>

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
<PAGE>

          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
<PAGE>

     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
</TEXT>
</DOCUMENT>
