CELLSTAR CORP
DISTRIBUTION AGREEMENT DATED APRIL 15, 2000
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>DISTRIBUTION AGREEMENT DATED APRIL 15, 2000
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.29


               THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED,
              WHICH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
             SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS
             ARE INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED -
                      CONFIDENTIAL TREATMENT REQUESTED]."



[MOTOROLA LOGO]


                          [LATIN AMERICAN GROUP LOGO]



                            DISTRIBUTION AGREEMENT

                          ENTERED INTO BY AND BETWEEN

                                MOTOROLA, INC.

                              BY AND THROUGH ITS

                        PERSONAL COMMUNICATIONS SECTOR

                              LATIN AMERICA GROUP

                                      AND

                                CELLSTAR, LTD.



                                APRIL 15, 2000





                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                               INDEX OF CLAUSES



1.     APPOINTMENT AS EXPORT DISTRIBUTOR..............................  1
2.     TERM OF THIS AGREEMENT.........................................  2
3.     PARTY RELATIONSHIP.............................................  2
4.     DISTRIBUTOR RESPONSIBILITIES...................................  2
5.     PURCHASE OF PRODUCTS...........................................  2
6.     PAYMENT AND DELIVERY...........................................  3
7.     PRICE PROTECTION...............................................  4
8.     NO TRANSSHIPMENT...............................................  4
9.     VALUE ADDED SERVICES...........................................  5
10.    CATEGORY A. PROGRAMMING AND KITTING SERVICES...................  5
11.    CATEGORY B. KEY DISTRIBUTOR SUPPORT SERVICES...................  7
12.    CATEGORY C. VIRTUAL WAREHOUSE SERVICES.........................  8
13.    CATEGORY D. BONDED WAREHOUSE SERVICES..........................  8
14.    WARRANTY.......................................................  9
15.    PATENT AND COPYRIGHT INDEMNIFICATION...........................  9
16.    DISCLAIMER OF INTELLECTUAL PROPERTY LICENSE....................  9
17.    TAXES AND FEES................................................. 10
18.    LIMITATION OF LIABILITY........................................ 10
19.    FORCE MAJEURE.................................................. 10
20.    WAIVER......................................................... 10
21.    TERMINATION.................................................... 10
22.    GOVERNMENT SALES............................................... 11
23.    DISPUTE RESOLUTION............................................. 12
24.    EXPORT CONTROL................................................. 12
25.    COMPLIANCE WITH LAW............................................ 12
26.    ETHICAL STANDARDS.............................................. 12
27.    CONFIDENTIALITY................................................ 13
28.    GENERAL........................................................ 13

ATTACHMENT 1 - AUTHORIZED TERRITORY................................... 16
ATTACHMENT 2 - PRODUCTS............................................... 19
ATTACHMENTS 3. PROGRAMMING AND KITTING SERVICES....................... 20
ATTACHMENT 3A. AMOUNT TO BE CREDITED TO DISTRIBUTORFOR
  PROGRAMMING AND KITTING SERVICES.................................... 20
ATTACHMENT 3B. LOANED SOFTWARE, EQUIPMENT AND DOCUMENTS............... 22
ATTACHMENT 4. KEY DISTRIBUTORS........................................ 23
ATTACHMENT 5A STATEMENT OF LIMITED WARRANTY FOR CELLULAR
  TELEPHONES AND ACCOMPANYING ACCESSORIES............................. 25
ATTACHMENT 5B - STATEMENT OF LIMITED  WARRANTY FOR
  ACCESSORIES PROGRAM................................................. 28





                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                            DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this "Agreement") is entered into between MOTOROLA,
INC., a corporation duly organized and existing under the laws of the State of
Delaware, by and through its Personal Communications Sector, Latin America
Group, having a place of business at 600 North U.S. Highway 45, Libertyville,
Illinois 60048-1286, U.S.A. (hereinafter "Motorola"), and CellStar Ltd., a
company duly organized and existing under the laws of the State of Texas, having
its principal place of business at 2101 N.W. 82nd Avenue, Miami, Florida 33122
(hereinafter "Distributor"), effective as of April 15, 2000 ("Effective Date").

WHEREAS, Motorola manufactures communications equipment including, among others,
cellular telephones, two-way radios and messaging products and distributes them
directly to its customers and also through independent distributors;

WHEREAS, Motorola sells its communications equipment and accessories throughout
the world, including the country of Mexico and the regions of Central America,
South America and the Caribbean;

WHEREAS, Motorola wishes to continue selling its communications equipment and
accessories directly and also through independent distributors to customers in
Mexico, Central America, South America and the Caribbean, but Motorola also
wishes to expand its distribution system in Mexico, Central America, South
America and the Caribbean to include Distributor as a distributor; and

WHEREAS, Distributor wishes to become a distributor of the Motorola
communications equipment and accessories set forth in this Agreement in Mexico,
Central America, South America and the Caribbean.

NOW THEREFORE, the parties hereto hereby agree as follows:

1.   APPOINTMENT AS EXPORT DISTRIBUTOR

a.   Subject to the terms of this Agreement, Motorola hereby appoints
     Distributor, and Distributor hereby accepts the appointment, as an
     authorized non-exclusive distributor of models of the Motorola cellular
     telephone equipment, Motorola two-way radios, Motorola messaging products
     and Motorola accessories listed in Attachment 1 hereto (the "Products").
     Distributor is authorized to purchase Products directly from Motorola or
     from whom Motorola designates from time to time pursuant to purchase orders
     entered into in connection with this Agreement and resell such Products
     solely within and into the territory of Mexico, Central America, South
     America and the Caribbean that is described in Attachment 2 hereto
     (hereafter referred to as the "Territory"). Motorola may, from time to time
     and at its absolute discretion modify the list of Products or the
     Territory. From time to time, Motorola will provide price lists to
     Distributor for the Products which Distributor is authorized to distribute
     in the Territory.

b.   Distributor acknowledges and agrees that Motorola reserves the right to
     limit distribution of certain Motorola cellular telephone product lines to
     distributors who satisfy Motorola's qualification criteria for distribution
     of such product lines. Distributor hereby consents to the application of
     such criteria to its distribution in the Territory of Products purchased in
     connection with this Agreement.

c.   Distributor acknowledges and agrees that Motorola reserves the right to
     appoint other distributors within or for the Territory and that Motorola
     may, at its sole and unrestricted discretion, chose to use other agents,
     dealers, distributors, representatives and independent contractors, as well
     as its regularly employed sales force and that of its subsidiaries or
     affiliated companies, to promote the sale of Products within the Territory.

d.   Distributor acknowledges and agrees that Motorola reserves the right to
     restrict the distribution of specific models of Products to specific areas
     and/or customers within the Territory and Distributor agrees to limit its
     distribution of such models accordingly.




                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                          Page 2
--------------------------------------------------------------------------------


e.   In the event that a direct sale between Motorola, as the seller, and a
     third party located within the Territory as the buyer, takes place as a
     direct and immediate result of Distributor's efforts to promote such sale,
     Motorola may elect to compensate Distributor for its efforts by paying a
     commission calculated in accordance with and subject to terms and
     conditions of a separate written agreement between the parties.


2.   TERM OF THIS AGREEMENT

     The term of this Agreement shall commence on the Effective Date and shall
     continue for one year, unless terminated as permitted herein. At the end of
     the one-year term, this Agreement shall automatically renew for successive
     periods of one-year unless within thirty (30) days prior to any such
     scheduled renewal date one party notifies the other party that it will not
     renew this Agreement. The number of renewals notwithstanding, this
     Agreement is and shall always be interpreted as a fixed term agreement and
     not as an indefinite term agreement.


3.   PARTY RELATIONSHIP

     It is agreed that Distributor's relationship to Motorola is that of an
     independent contractor and no other relationship is intended to be created
     between the parties hereto. Nothing in this Agreement shall be construed so
     as to make Distributor or its employees or agents an employee of Motorola
     or an agent with the power to bind Motorola contractually. Distributor
     shall have no authority to bind, obligate or incur any liability on behalf
     of Motorola. This Agreement does not create any agency, joint venture or
     partnership between Distributor and Motorola.


4.   DISTRIBUTOR RESPONSIBILITIES

     In distributing Products Distributor shall perform the following services:

a.   Export the Products from the U.S. to the Territory.

b.   Sell, advertise and promote the sale and use of Products throughout the
     Territory.

c.   Maintain a sales organization adequate to effectively promote and market
     the Products in the Territory.

d.   Purchase the Products from Motorola in the manner described in Section 5.

e.   Furnish to Motorola information relating to orders, sales, service and
     inventory of Products and Product sales budgets and forecasts in such
     manner as Motorola may require.

f.   Furnish Motorola, upon Motorola's request, detailed market analyses and
     reports with respect to the Territory.

g.   Perform the value added services in the manner described in Section 9.


5.   PURCHASE OF PRODUCTS

a.   Under the terms and conditions of this Agreement, Distributor agrees to
     purchase at its own risk and for its own account, Products to be resold in
     the Territory, solely from Motorola's Personal Communications Sector, Latin
     America Group or any other supplier approved by the Latin America



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                          Page 3
--------------------------------------------------------------------------------


     Group. Distributor shall submit to Motorola for its acceptance purchase
     orders listing the model, quantity, shipment date, and price of the
     Products requested. Distributor may also include in the purchase order any
     of the programming specifications Motorola has for Latin America as
     Distributor may require. All other terms and conditions on Distributor's
     purchase order form are hereby rendered null, void, and of no effect, by
     the terms and conditions of this Agreement.

b.   Prices stated on Distributor's purchase orders shall conform to Motorola's
     then current price list, copies of which will be made available to
     Distributor.

c.   Motorola reserves the right in its sole discretion to accept or reject any
     order for Products received from Distributor without any further liability,
     including without limitation for the failure of Distributor to satisfy
     Motorola's distribution qualification requirements for distribution of the
     requested Product. No purchase order is binding on Motorola until accepted.
     A purchase order is accepted by Motorola when Product is shipped or when
     acceptance is acknowledged in writing by a duly authorized officer or
     employee of Motorola, whichever occurs first.

d.   Distributor shall submit firm processable purchase orders no less than
     thirty (30) days prior to the requested shipment date, unless otherwise
     agreed to by Motorola.

e.   Distributor may cancel orders placed in accordance with the terms and
     conditions of this Agreement upon payment of cancellation charges which
     shall include all costs incurred or committed for unless such costs are
     otherwise recoverable through the sale of the Product on a timely basis.
     Motorola agrees to divert completed material and work-in-process from
     canceled orders to other requirements wherever possible in order to
     minimize cancellation charges.

f.   Distributor shall provide Motorola on a monthly basis, not less than thirty
     (30) days prior to the start of the next month, a continuous usage forecast
     for the next six (6) calendar months (the "Forecast") to assist Motorola in
     maintaining an orderly production flow for the purpose of Distributors
     delivery requirements.  Distributor shall indicate the Product model number
     and project purchase volume by units for each month of the Forecast.
     Distributor's failure to provide such information may be considered cause
     for Motorola's excusable delivery delay.


6.   PAYMENT AND DELIVERY

a.   Unless otherwise approved in writing by Motorola, Distributor must pay for
     Products at any of the Motorola's bank accounts listed below, in U.S.
     currency by wire transfer within the thirty (30) days following the date of
     the invoice, which date shall be the same date of the shipment of the
     Products, from Motorola's manufacturing facility, corresponding to said
     invoice. The following is Motorola's banks information:

     Bank One
     One First National Plaza
     Chicago, IL 60670
     Motorola Account Number 57-51-551
     ABA 071000013

     Citibank
     399 Park Avenue
     New York, NY 10022
     Motorola Account Number 4057-1086

     ABA 021000089



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                          Page 4
--------------------------------------------------------------------------------


b.   All deliveries are FCA the applicable Motorola manufacturing facility in
     the U.S.A., as defined in INCOTERMS 2000. Title to the Products sold shall
     pass to Distributor at the FCA point.

c.   If Distributor should fail to pay any invoice for Products in accordance
     with its terms, or in the event that Motorola, in its sole discretion deems
     Distributor's financial condition inadequate or unsatisfactory, then in
     addition to its other rights herein, Motorola may repossess the unpaid
     Products, cancel any previously accepted purchase order for Products, or
     delay any further shipment of Products to Distributor, without incurring
     any liability for loss or damage of any kind occasioned by reason of any
     such cancellation or delay. Furthermore, such failure to pay may be deemed,
     at Motorola's option, a justified cause for termination of this Agreement.


7.   PRICE PROTECTION

a.   During the term of this Agreement, if Motorola reduces the price of a
     particular model of Product, then Motorola will credit Distributor's
     account an amount equal to the difference between the old and the new net
     purchase price (in each case, invoice price less rebate and any promotional
     amounts) multiplied by the number of such Product units purchased from
     Motorola which were shipped within thirty five (35) days prior to the new
     price effective date ("Eligible Products"). Eligible Products shall not
     include any close out products. Such amount will be credited within fifteen
     (15) days after the new price effective date, to apply to future orders of
     Products.


8.   NO TRANSSHIPMENT

a.   Distributor agrees to limit its distribution of the Products purchased
     hereunder to direct sale by Distributor to customers located in the
     Territory. Distributor may sell Products only from its address written
     above or such other location as is expressly authorized by Motorola.

b.   Distributor may not transship, sell or otherwise transfer Products
     purchased hereunder outside the Territory. Distributor shall incorporate
     this limitation into all of its agreements for the resale of Products
     purchased hereunder and Distributor shall enforce this restriction.

c.   Sales within the Territory without transshipment is a material condition to
     Distributor's rights under this Agreement, and it is agreed that any direct
     or indirect transfer, transshipment and/or sale of Products outside the
     Territory by Distributor or others purchasing through Distributor shall be
     a material breach of this Agreement and will result in substantial damage
     to Motorola which will be difficult to quantify. Accordingly, the parties
     agree that for every Motorola cellular telephone with electronic serial
     number traceable to purchases by Distributor from Motorola hereunder that
     is resold outside the Territory, Distributor will be subject, at Motorola's
     discretion, to pay Motorola as liquidated damages two times the FCA price
     per unit.

d.   In the event of any transshipment Motorola may immediately terminate this
     Agreement for cause; or Motorola may reject some or all purchase orders
     from Distributor for any model or models of Product and/or Motorola may
     cancel some or all purchase orders previously accepted, until Distributor
     can demonstrate that it has instituted policies and procedures to prevent
     any such occurrences in the future.  The foregoing are in addition to, and
     not in lieu of, the remedies that Motorola has at law or in equity.



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                          Page 5
--------------------------------------------------------------------------------


9.   VALUE ADDED SERVICES

a.   From time to time, Motorola may request Distributor to render on the
     Products sold any and/or all services encompassed in any of the four major
     categories listed below, that are described in the clauses below:

     Category A. Programming and Kitting Services. Category B. Key Distributor
     Support Services.
     Category C. Virtual Warehouse Services.
     Category D. Bonded Warehouse Services

b.   Motorola will request the rendering of the services via a Service Order
     that will contain (i) the category of services requested and (ii) any
     specifics of the services required, if necessary.

c.   Payment for each category of services will be made pursuant to the terms
     established in each case.

d.   The services shall be rendered on a non-exclusive basis. Motorola may
     request the services to be rendered by any other service provider Motorola
     chooses to use.

e.   Motorola and Distributor shall work together to create a Monthly Key
     Distributor Forecast. The Monthly Key Distributor Forecast shall be ready
     90 (ninety) days prior to the beginning of the corresponding month.

f.   Distributor shall carry a minimum 30 (thirty)-day inventory of each models
     of Products as forecasted in the corresponding Monthly Key Distributor
     Forecast or, 50 units in the event there is no forecast for the
     corresponding month. Purchase orders for Products included in the forecast
     shall be placed by Distributor to Motorola 30 (thirty) days prior to the
     beginning of the corresponding month. In the event that Distributors' sales
     of Products in a month is lower than the sales forecasted in the Monthly
     Key Distributor Forecast for that month, the purchase orders placed by
     Distributor with Motorola for the immediate following month shall be
     reduced in the same amount, without charge to Distributor.

g.   Motorola may give Distributor, at the request of Distributor, a written
     estimate of the percentage each Products model represents of the total
     sales for Latin America.

h.   In the event Motorola's manufacturing production is not enough to supply
     all purchase orders of its customers including those of Distributor,
     Motorola agrees to at least allocate some of the Products manufacture to
     Distributor, as long as such allocation does not violate any prior
     agreements entered into by Motorola or any applicable laws.


10.  CATEGORY A. PROGRAMMING AND KITTING SERVICES

a.   For purposes of this Agreement, Programming and Kitting Services shall mean
     the services described in Attachment 3 hereto.

b.   In the event that Programming and Kitting Services need to be rendered for
     the Products sold to Distributor, Motorola will credit on Distributor's
     account with Motorola, the amount per unit set forth in Attachment 3-A
     hereto, within the 30 days following Distributors notice to Motorola that
     the services have been completed.

c.   If the Programming and Kitting Services need to be rendered for products
     other than those sold to Distributor, Distributor shall invoice Motorola
     the amount per unit set forth in Attachment 3A hereto and Motorola shall
     pay such invoice within the 30 days following the date of the invoice.

d.   The amount to be credited to Distributor's account for the services set
     forth in Attachment 3A may be revised quarterly if requested by either
     party. The Parties agree that any request for review shall be based in
     changes to the process, time or costs.



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                          Page 6
--------------------------------------------------------------------------------


e.   Motorola shall:

     e.1. Provide Distributor with programming software and customer data
          necessary to perform the programming. Distributor shall treat these as
          Motorola Confidential Proprietary Information.

     e.2. Lend to Distributor the Equipment, Software and Documents set forth
          in Attachment 313, to enable Distributor to perform the Programming
          services, which Equipment, Software and Documents are Motorola
          Confidential Proprietary Information.

     e.3. Hereby grant to Distributor a revocable, personal, non-exclusive,
          nontransferable license to use the Software, and to use the Equipment
          and Documents under any intellectual property rights during the term
          of this Agreement and only for purposes of programming those Motorola
          cellular products requested by Motorola to be programmed pursuant to
          the conditions and limitations of this Agreement.

     e.4. Provide, at no cost to Distributor, the first two (2) sets of
          Motorola kits, cables and software commercially available.

     d.5. Provide, at no cost to Distributor, new product training and
          technical help desk support to Distributor.

     e.6. Provide, at no cost to Distributor, customer specific kit materials.

f.   Distributor shall:

     f.1. Procure any commercially available equipment, software and cables
          necessary to perform the Programming services.

     f.2. Keep the Equipment, Software and Documents set forth in Attachment 3B
          in its facility in Florida.

     f.3. Allow Motorola to conduct an audit of any Equipment, Software or
          Documents loaned to Distributor.

     f.4. Return the Equipment, Software and Documents to Motorola upon
          termination of this Agreement.

     f.5. Acquire and maintain equipment, including a computer, modem and any
          required software (i.e. internet, electronic mail, etc.), to enable
          communication with Motorola computers and access to Motorola
          databases.

     f.6. Not change any restrictive programming feature, which may prevent a
          customer from changing service providers in any Motorola product
          handled by Distributor for programming.

     f.7. Accept that Motorola shall not be responsible for support or field
          service under this Agreement.  Any provision of such maintenance by
          Motorola shall be by separate agreement on Motorola's then current
          terms and conditions therefor, and at Motorola's then current
          prevailing rates for such maintenance.

     f.8. ACCEPTS ALL THE EQUIPMENT, SOFTWARE AND DOCUMENTS "AS IS" AND AGREES
          THAT MOTOROLA EXTENDS NO WARRANTIES EXPRESS OR IMPLIED INCLUDING,
          WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                          Page 7
--------------------------------------------------------------------------------


          FITNESS FOR A PARTICULAR PURPOSE. MOTOROLA WILL PROVIDE NO INDEMNITY
          FOR INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT.


11.  CATEGORY B. KEY DISTRIBUTOR SUPPORT SERVICES

a.   The Parties agree that Distributor will sell Products to Motorola's Key
     Distributors pursuant to the terms set forth in this Section. For purposes
     of this Agreement, Key Distributors shall mean those Motorola customers
     listed in Attachment 4 hereto. The Parties further agree that Attachment 4
     may be revised and amended by Motorola from time to time by giving written
     notice to Distributor of such amendments.  Distributor agrees to support
     the new Key Distributors within twenty-four (24) hours of receipt of such
     notice.

b.   Distributor shall give the priority Motorola indicates to the fulfillment
     of purchase orders submitted by Key Distributors over any other purchase
     orders, except for those submitted by Motorola pursuant to this agreement.
     However, in the event Distributor does not have enough inventory to supply
     all purchase orders submitted by Key Distributors, Distributor shall
     consult with Motorola as to the best manner in which to allocate the
     available inventory among the Key Distributors.

c.   Distributor agrees to sell the Products to Key Distributors at a price that
     will be no higher than Distributor's "A" pricing scheme, regardless of the
     volume purchased by Key Distributors, so long as:  (1) the Products have
     the same or substantially similar (but not necessarily identical) features,
     functionality, size and weight as Products sold under Distributor's "A"
     pricing scheme; and (2) the terms and conditions of Distributor's sales of
     Products to Key Distributors are substantially similar to the terms and
     conditions of Distributor's sales of Products to its other customers under
     Distributor's "A" pricing scheme.

d.   If Key distributors request Programming Services from Distributor,
     Distributor agrees to give priority to the programming of Key Distributor's
     products over any other programming services requested from Distributor by
     other customers, except for those requested by Motorola; provided, however,
     that Key Distributors accept the terms and conditions of Distributor for
     the rendering of those services..

e.   In rendering Key Distributor Support Services, Distributor agrees to mapped
     customer territories as coordinated by Motorola's regional general
     managers. Distributor also agrees to follow Motorola regional suggested
     Service price ranges for distributors and retailers.

f.   All information received by distributor with respect to Key Distributor's
     business information obtained in the course of rendering Key Distributor
     Support Services shall be treated by Distributor as Motorola Confidential
     Proprietary Information.

g.   Distributor agrees to give Key Distributors price protection in the same
     terms and conditions set forth in Clause 7. hereof.

h.   Distributor shall maintain a minimum of 30 (thirty) days inventory or 50
     pieces, whichever is more for each current Product model.

i.   Motorola may request Distributor to render the services set forth in
     attachment 4A for Radiomovil DIPSA, S.A. de C.V.'s Amigo Kit program.
     Distributor shall render such services directly or through its subsidiary
     in Mexico Cellular Express, S.A. de C.V. as Distributor may deem most
     convenient. Motorola shall pay Distributor for these services the amount
     set forth in Attachment 4A.



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                          Page 8
--------------------------------------------------------------------------------


12.  CATEGORY C. VIRTUAL WAREHOUSE SERVICES

a.   Contingency Inventory for Motorola. Motorola may, from time to time, submit
     to Distributor purchase orders for products Distributor may have in
     inventory. In such event, Distributor agrees to give priority to Motorola's
     purchase. All purchase orders submitted by Motorola shall specify where and
     how the product will be shipped. All packing materials and packing lists
     shall omit any reference to Distributor.  The Parties agree that the price
     Motorola shall pay Distributor for the products purchased pursuant to this
     Section 12.a. shall be the lower of Distributor's "A" price or the net sale
     price given to Distributor by Motorola plus six percent (6%). Distributor
     shall invoice Motorola for the products purchase and Motorola shall pay
     Distributor within 30 days from the date of the invoice by wire transfer or
     account credit, as instructed by Distributor.

b.   Service for a Motorola Strategic Account. Motorola may, from time to time,
     request Distributor to supply product to some of Motorola's Strategic
     Accounts. In the event the products to be sold to Motorola Strategic
     Accounts require any Programming or Kitting Services, Motorola will pay for
     such services pursuant to the terms and conditions set forth in Section 10
     hereof. For purposes of this Section 12, Motorola Strategic Account shall
     mean those accounts to mediation of distributors or resellers.

c.   Web-based Services. Distributor agrees to help those customers,
     distributors and/or resellers of Motorola products in Latin America
     identified from time to time by Motorola, to develop web-based services to
     support their sales. Distributor's obligations under this Section shall be
     subject to acceptance by such customers, distributors and re-sellers of
     Distributor's terms and conditions.


13.  CATEGORY D. BONDED WAREHOUSE SERVICES

a.   The Parties agree that, if requested by Motorola, Distributor shall provide
     bonded warehouse services for receiving, storing, performing Programming
     and Kitting and other Services on products manufactured for or by Motorola
     outside of the United States of America, without those products having to
     be formally imported into the United States.

b.   Motorola and Distributor shall agree on a total service fee that Motorola
     will pay Distributor for Bonded Warehouse Services. In the event no
     agreement is reached for a total service fee, Motorola will pay Distributor
     pursuant to the following:

     b.1. The amount for the fixed cost for the facility (such as rent,
          utilities, facility capital equipment depreciation) corresponding to
          the cubic-foot storage volume used by Motorola in such facility; plus

     b.2. The amount for shipping/receiving and handling variable costs
          calculated by the number of shipments received/shipped per month by
          Motorola.

     b.3. The amounts corresponding to Programming and/or Kitting Services
          shall be calculated and paid pursuant to Section 11 hereof.

     b.4. The amounts referred to in Sections b. 1. and b.2. above shall be
          invoiced by Distributor to Motorola. Motorola shall pay on a monthly
          basis no later than on the fifth business day of each month.



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                          Page 9
--------------------------------------------------------------------------------


14.  WARRANTY

     If Motorola has sold to Distributor a cellular telephone with its
     accompanying accessories, then Motorola warrants that Product to the
     original subscriber buyer of such phone in accordance with the Limited
     Warranty attached to this Agreement as Attachment 5A. If Motorola has sold
     to Distributor an accessory (separate from the original cellular
     telephone), then Motorola warrants that Product to the original subscriber
     buyer of such accessory in accordance with the Limited Warranty attached to
     this Agreement as Attachment 5B. Motorola in its sole discretion may revise
     these warranties, and any such revision shall be applicable to units
     shipped by Motorola on or after the effective date of the revision.
     MOTOROLA MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
     IMPLIED. EXCEPT AS OTHERWISE PROVIDED IN THE LIMITED WARRANTIES, MOTOROLA
     SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
     FOR A PARTICULAR PURPOSE.


15.  PATENT AND COPYRIGHT INDEMNIFICATION

a.   Motorola agrees to defend, at its expense, any suits against Distributor
     and third parties purchasing Motorola products from Distributor based upon
     a claim that any Products furnished hereunder directly infringes a patent
     or copyright legally recognized and enforceable within the Territory.
     Subject to the conditions and limitations of liability stated in this
     Agreement, Motorola shall pay costs and damages finally awarded in any such
     suit, provided that Motorola is notified promptly in writing of the suit
     and at Motorola's request and at its expense is given control of said suit
     and all requested assistance for defense of same. If the use or sale of any
     Product(s) furnished hereunder is enjoined as a result of such suit,
     Motorola at its option and at no expense to Distributor, shall obtain for
     Distributor the right to use or sell said product(s) or shall substitute an
     equivalent product reasonably acceptable to Distributor and extend this
     indemnity thereto or shall accept the return of the Product(s) and
     reimburse Distributor the purchase price therefore, less a reasonable
     charge for reasonable wear and tear. This indemnity does not extend to any
     suit based upon any infringement or alleged infringement of any patent or
     copyright by the alteration of any products furnished by Motorola or by the
     combination of any Products(s) furnished by Motorola and other elements nor
     does it extend to any products(s) of Distributor's design or formula.  The
     foregoing states the entire liability of Motorola for patent or copyright
     infringement.

b.   IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
     DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS,
     TRADEMARKS OR COPYRIGHTS.


16.  DISCLAIMER OF INTELLECTUAL PROPERTY LICENSE

a.   Nothing contained herein shall be deemed to grant either directly or by
     implication, estoppel, or otherwise, any license under any patents,
     copyrights, trademarks or trade secrets of Motorola.

b.   In order that Motorola may protect its trademarks, trade names, corporate
     slogans, corporate logo, goodwill and product designations, Distributor,
     without the express written consent of Motorola, shall have no right to use
     any such marks, names, slogans or designations of Motorola in the sales or
     advertising of any Products or on any Product container, component part,
     business forms, sales, advertising or promotional materials or other
     business supplies or material, whether in writing, orally or otherwise.



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 10
--------------------------------------------------------------------------------


17.  TAXES AND FEES

     Distributor shall pay all applicable fees, custom duties, assessments or
     taxes which may be assessed or levied by the government of any applicable
     jurisdiction and any departments and subdivision thereof, as a result of
     Distributor's performance under this Agreement or against any of the
     Products ordered hereunder by Distributor, on the Software or its license
     or use, or on any amount payable or nay services furnished under this
     Agreement, exclusive of personal property taxes assessed on the Software
     and taxes based on Motorola net income.


18.  LIMITATION OF LIABILITY

     MOTOROLA'S TOTAL LIABILITY, WHETHER FOR BREACH OF CONTRACT, WARRANTY,
     NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE PRICE
     OF THE PARTICULAR PRODUCTS SOLD HEREUNDER WITH RESPECT TO WHICH LOSSES OR
     DAMAGES ARE CLAIMED. DISTRIBUTOR'S SOLE REMEDY IS TO REQUEST MOTOROLA AT
     MOTOROLA'S OPTION TO EITHER REFUND THE PURCHASE PRICE, REPAIR OR REPLACE
     PRODUCT(S) THAT ARE NOT AS WARRANTED. IN NO EVENT WILL MOTOROLA BE LIABLE
     FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST
     PROFITS OR SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL
     EXTENT SUCH MAY BE DISCLAIMED BY LAW. NO ACTION SHALL BE BROUGHT FOR ANY
     BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH
     CAUSE OF ACTION EXCEPT FOR MONEY DUE.


19.  FORCE MAJEURE

     Neither party shall be held liable for any delay or failure to perform due
     to any cause beyond its reasonable control except the obligation to pay
     money when due. The delivery schedule shall be considered extended by a
     period of time equal to the time lost because of any excusable delay.


20.  WAIVER

     The failure of either party to insist in any one or more instances, upon
     the performance of any of the terms or conditions herein or to exercise any
     right hereunder shall not be construed as a waiver or relinquishment of the
     future performance of any such terms or conditions or the future exercise
     of such right but the obligation of the other party with respect to such
     future performance shall continue in full force and effect.


21.  TERMINATION

a.   This Agreement may be terminated by either party without cause upon not
     less than thirty (30) days prior written notice to the other party.

b.   Motorola may terminate this Agreement immediately upon the occurrence of
     any of the following events: (i) a breach of Section 8, 22, 24, 25, 26 or
     27; (ii) a change in the control or management of Distributor which is
     unacceptable to Motorola; (iii) Distributor ceasing to function as a going
     concern, declaring bankruptcy, having a receiver appointed for it, or
     otherwise taking advantage of any insolvency law; or (iv) Distributor's
     failure to cure a breach of this Agreement other than a breach of Section
     8, 22, 24, 25, 26 or 27, within thirty (30) days after Motorola's
     notification to Distributor of such breach. The foregoing events shall,
     without limitation, be deemed to be just cause for termination by Motorola.



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 11
--------------------------------------------------------------------------------


c.   Neither termination nor expiration of this Agreement shall relieve or
     release either party from making payment which may be owing to the other
     party under the terms of this Agreement.

d.   Neither Motorola nor Distributor shall be liable by reason of termination,
     expiration or non-renewal of this Agreement to the other for compensation,
     reimbursement or damages on account of the loss of prospective profits on
     anticipated sales or on account of expenditures, investments, leases or
     commitments in connection with the business or good will of Motorola or
     Distributor or otherwise. Distributor represents to Motorola that, as of
     the date of this Agreement, Distributor had on hand a trained staff of
     personnel, facilities and equipment necessary to effectively distribute the
     Products in the Territory and that Distributor has incurred no extra
     expense in respect of the same upon entering into this Agreement.

e.   Upon termination of this Agreement Distributor shall return to Motorola all
     Product catalogues, sales literature, samples, demonstration equipment or
     other promotional materials. Also, within one (1) month after the date of
     termination of any license granted under this Agreement, Distributor will
     certify to Motorola that through Distributor's best efforts, and to the
     best of Distributor's knowledge, the Equipment, Software and Documents
     received from Motorola have been returned, and that all Software placed in
     any storage apparatus under Distributor's control has been rendered
     unusable.

f.   Upon termination of this Agreement Motorola shall have the option, but not
     the obligation, to repurchase all or any part of the remaining inventory of
     the Products remaining in Distributor's possession at the net price paid to
     Motorola for such inventory, less Motorola's cost or repairing, renewing or
     reconditioning such repurchased Products. Said option shall be exercisable
     upon written notice to Distributor within thirty (30) days following notice
     of termination of this Agreement. Upon exercise of said option to
     repurchase, Motorola and Distributor shall at Motorola's option take an
     inventory of all Products remaining in Distributor's possession. Motorola
     shall pay Distributor for the inventory of repurchased Products within
     sixty (60) days after receipt thereof by Motorola. Motorola shall have the
     right to offset against any Moines payable hereunder any Moines that are
     due and owing from Distributor to Motorola as of the date any such payment
     is due.


22.  GOVERNMENT SALES

     In the event that Distributor elects to sell Motorola products or services
     to the U.S. Government or any foreign, state, county, municipal or other
     governmental entity, or to a prime contractor selling to any such
     governmental entity within the Territory, Distributor remains solely and
     exclusively responsible for compliance with all statutes and regulations
     governing such sales. Motorola makes no representations, certifications or
     warranties whatsoever with respect to the ability of its goods, services or
     prices to satisfy any such statutes or regulations. Failure of Distributor
     to conduct any sales to such a governmental entity or to such a prime
     contractor in strict accordance with applicable laws and regulations shall
     constitute a material breach of this Agreement.


23.  DISPUTE RESOLUTION

     The parties agree that any claims or disputes will be submitted to non-
     binding mediation prior to initiation of any formal legal process. Costs of
     mediation will be shared equally. Disputes concerning the relationship
     between Motorola and Distributor shall be resolved in accordance with the
     laws of the State of Illinois, U.S.A. and any court actions shall be filed
     in a state or federal court of competent jurisdiction in the State of
     Illinois. Distributor hereby consents to exclusive jurisdiction by such
     courts. Distributor waives personal service of any process upon it and
     consents that all service of process shall be made by registered mail to it
     at the address set forth in the introductory paragraph of this Agreement.



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 12
--------------------------------------------------------------------------------


24.  EXPORT CONTROL

a.   Distributor shall be the exporter of record and shall be responsible for
     obtaining all export licenses that may be required to export the Products
     from the U.S. to the Territory.

b.   Distributor agrees to comply with all applicable export laws, regulations
     and orders. Specifically, but without limitation, Distributor agrees that
     it will not resell, reexport or ship, directly or indirectly, any Product
     or technical data in any form without obtaining appropriate export or
     reexport or ship, directly or indirectly, any Product or technical data in
     any form without obtaining appropriate export or reexport licenses from the
     United States Government. Distributor acknowledges that the applicable
     export laws, regulations and orders may differ from item to item and/or
     from time to time.


25.  COMPLIANCE WITH LAW

     Distributor shall at all times conduct its efforts hereunder in strict
     accordance with all applicable laws and regulations and with the highest
     commercial standards. Distributor shall effect or secure and maintain at
     its own cost all necessary governmental permits, licenses, approvals and
     registrations required in connection with the execution or performance of
     this Agreement and the importation and resale of the Products in the
     Territory. Specifically, it shall be Distributors responsibility to confirm
     that the Products comply with the applicable standards in the Territory for
     the operation of cellular telephones and to obtain any governmental
     approvals or licenses needed for such operation. Distributor shall
     indemnify and hold Motorola harmless for any losses, damages or other
     liabilities resulting from Distributor 's failure to comply with the
     provisions of this Section.


26.  ETHICAL STANDARDS

     Motorola has historically depended on product quality and superiority,
     combined with outstanding support capability, to sell its Products in all
     parts of the world. Motorola believes it can continue to grow and to
     prosper without succumbing to legally questionable or unethical demands.
     Motorola will not do business with any dealer, distributor, agent, customer
     or any other person where Motorola knows or suspects the existence of
     questionable practices. Distributor agrees with the Motorola policy stated
     in this Section and agrees that failure of Distributor or any other person
     under its responsibility to comply in all respects with said policy shall
     constitute just cause for immediate termination of this Agreement by
     Motorola without any liability.


27.  CONFIDENTIALITY

a.   All terms of this Agreement, including any Product pricing information
     delivered hereunder, are confidential.

b.   Distributor shall treat as confidential all Motorola business or technical
     information that Distributor learns in its conversations with Motorola
     concerning Distributor acting as a distributor of the Products or in
     performance of its responsibilities hereunder. Such information is
     collectively referred to as "Motorola Confidential Proprietary
     Information". The foregoing obligation of confidentiality shall commence on
     the first date that Motorola discloses to Distributor Motorola Confidential
     Proprietary Information and continue for a period of three years following
     termination of this Agreement. Distributor shall protect the
     confidentiality of Motorola Confidential Proprietary Information disclosed
     to it, using the same degree of care as Distributor uses to protect its own
     confidential proprietary



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 13
--------------------------------------------------------------------------------


     information of like kind (but in no event less than a reasonable standard
     of care). Distributor shall not use any Motorola Confidential/Proprietary
     Information, except as necessary for performance of its responsibilities
     hereunder.

c.   Distributor shall limit disclosure of Motorola Confidential Proprietary
     Information to only those of its employees, agents and representatives with
     a need to know for the purposes authorized herein, and who have signed
     written agreements containing provisions of confidentiality similar to
     those contained in this Section.

d.   Distributor shall not disclose any Motorola Confidential Proprietary
     Information to any third party without Motorola's prior written consent.

e.   Excluded from the obligations of confidentiality in this Section is
     information known or that becomes known to the general public without
     breach by Distributor of this Agreement.

f.   Upon termination of this Agreement, Distributor shall return to Motorola
     all copies of Motorola Confidential Proprietary Information in its
     possession or certify to Motorola in writing that all such copies have been
     destroyed. Notwithstanding the foregoing, Distributor may retain one copy
     of the Motorola Confidential Proprietary Information but only for purposes
     of ensuring that Distributor continues to maintain the confidentiality of
     the information contained therein for the survival period stated above in
     Section 27(a).

g.   In the event that prior to or after execution of this Agreement Distributor
     and Motorola have entered into or do enter into a separate non-disclosure
     agreement covering the same Motorola Confidential Proprietary Information,
     then that separate non-disclosure agreement shall continue to apply for the
     period stated therein and Section 27 of this Agreement shall also apply for
     the period herein.

h.   Distributor further agrees to maintain the confidentiality of the personal
     identification numbers (PINs) associated with the ACE cards required for
     access to Motorola Computers by allowing only a single employee of
     Distributor to possess the PIN number for an ACE card.


28.  GENERAL

a.   No alterations or modifications of this Agreement shall be binding upon
     either Distributor or Motorola unless made in writing and signed by an
     authorized representative of each party.

b.   If any term or condition of this Agreement shall to any extent be held by a
     court or other tribunal to be invalid, void or unenforceable, then that
     term or condition shall be inoperative and void insofar as it is in
     conflict with law, but the remaining rights and obligations of the parties
     shall be construed and enforced as if this Agreement did not contain the
     particular term or condition held to be invalid, void or unenforceable.

c.   No assignment of this Agreement or of any right granted herewith shall be
     made by Distributor without the prior written consent of Motorola.

d.   This Agreement shall be governed by the laws of the State of Illinois,
     U.S.A.

e.   This Agreement and its attachments set forth the entire understanding
     between the parties hereto and supersedes all prior agreements, including
     the Memorandum of Understanding dated March 23, 2000, arrangements and
     communications, whether oral or written, with respect to the subject matter
     hereof. No other agreements, representations, warranties or other matters,
     whether oral or written, shall be deemed to bind the parties hereto with
     respect to the subject matter hereof. Distributor acknowledges



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 14
--------------------------------------------------------------------------------


     that it is entering into this Agreement solely on the basis of the
     agreements and representations contained herein.



                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 15
--------------------------------------------------------------------------------

IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed by
their duly authorized representatives on the dates under their signatures below.


"MOTOROLA"                              "DISTRIBUTOR"
MOTOROLA, INQ.,                         CELLSTAR, LTD
By and through its Latin America        By National Auto Center, Inc.
Personal Communications Sector          As General Partner


By:    /s/ Paulino Barros               By:     /s/ Danny T. Bogar
Name:  Paulino Barros                   Name:   Danny T. Bogar
Title: Corporate Vice President and     Title:  Senior Vice President
       General Manager



Date: 6/27/00                           Date: 6/23/00


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 16
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                      ATTACHMENT 1 - AUTHORIZED TERRITORY
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Subject to the terms and conditions of this Agreement, Distributor is authorized
to sell certain Products in the following countries:
--------------------------------------------------------------------------------

     1.   MEXICO
     2.   VENEZUELA
     3.   PERU
     4.   BRAZIL
     5.   CHILE
     6.   ARGENTINA
     7.   BAHAMAS
     8.   BERMUDA
     9.   CURACAO
     10.  BARBADOS
     11.  VIRGIN ISLANDS
     12.  DOMINICAN REPUBLIC
     13.  SANTA LUCIA
     14.  GRENADA
     15.  ANTIGUA
     16.  URUGUAY
     17.  TRINIDAD
     18.  GUYANA
     19.  SURINAME
     20.  ECUADOR
     21.  COLOMBIA
     22.  HAITI
     23.  ARUBA
     24.  JAMAICA
     25.  FRENCH GUIANA
     26.  PUERTO RICO (only those retailers specified in writing by Motorola)
     27.  BELIZE
     28.  GUATEMALA
     29.  EL SALVADOR
     30.  HONDURAS
     31.  COSTA RICA
     32.  NICARGUA
     33.  PANAMA


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 17
--------------------------------------------------------------------------------

                           ATTACHMENT 1 - TERRITORY
                                    (Con't)

Furthermore, subject to the terms and conditions of this Agreement, Distributor
is authorized to sell the Products in Latin America (as defined in this
Agreement) to customers therein other than those customers of Motorola that are
listed below. This restriction shall not apply to discontinued Products.


CTI                                     -         Argentina
Movicom                                 -         Argentina
BGH                                     -         Argentina
Telefonica Argentina                    -         Argentina
Telecom Argentina                       -         Argentina
OHM                                     -         Belize
Equitel                                 -         Brazil
Ligare LTD                              -         Brazil
Ezcony                                  -         Brazil
Telefonica Celular                      -         Bolivia
Entel                                   -         Bolivia
Vitelco                                 -         Caribbean
Cable & Wireless                        -         Caribbean
France Telecom                          -         Caribbean
BellSouth Cellular                      -         Chile
Chile SaT                               -         Chile
Entel Telefonica Personal               -         Chile
Telecom                                 -         Chile
Cocelco                                 -         Colombia
Telemovil                               -         El Salvador
Comcel                                  -         Guatemala
Celtel                                  -         Honduras
All Cellular Band A Operators           -         Mexico
Sago Interamericana, S.A. de C.V.       -         Mexico
Telefonica Celular de Nicaragua         -         Nicaragua
Bell South                              -         Panama
Cellular S.A.                           -         Paraguay
Telecel                                 -         Paraguay
Masternet                               -         Peru
Advanced Cellular Systems               -         Puerto Rico
Abiatar                                 -         Uruguay
Antel*                                  -         Uruguay*
Bright Point de Venezuela, C.A.         -         Venezuela
Telcel, S.A.                            -         Venezuela

* (Carrier only - Distributor is authorized to sell to dealers and agents)


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 18
--------------------------------------------------------------------------------

In addition, Distributor is not authorized to solicit or furnish the Products to
any A or B band Carrier in Brazil without prior approval from Motorola.

As new cellular systems become operational in Latin America after the Effective
Date of this Agreement, Motorola reserves the right to add to the list of
exclusions listed above from the authorized Territory any of these new system
operators or their distributors. Accordingly, Distributor should seek Motorola's
express written approval before making any offers of sale or sales to operators
or distributors in these new countries.

Likewise, subject to the terms and conditions of this Agreement, Distributor is
not authorized to solicit or furnish, directly or indirectly the TalkAbout FRS
Radios model 250 in Argentina until after July 16, 2000.


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 19
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
 ATTACHMENT 2 - PRODUCTS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
     Subject to the terms and conditions of this Agreement, Distributor is
     authorized to sell the Following Products in the Territory
--------------------------------------------------------------------------------


                 Cellular Telephone Equipment and Accessories
                       Spirit and Family Two-Way Radios*
                              Cordless Telephones

*Distributor shall only be authorized to sell these Products in the countries of
   the Territory where the local government of the corresponding country has
                     authorized a frequency for their use.


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 20
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                ATTACHMENTS 3. PROGRAMMING AND KITTING SERVICES
--------------------------------------------------------------------------------
              ATTACHMENT 3A. AMOUNT TO BE CREDITED TO DISTRIBUTOR
                     FOR PROGRAMMING AND KITTING SERVICES
--------------------------------------------------------------------------------


1.   Programming Only (Units received packed in sales kit boxes)
     a.   Process:
          (1)  Pick bulk boxes with product from storage
          (2)  Remove product from its original sales kit box
          (3)  Program product (see b. programming info, below)
          (4)  Re-pack in its original sales kit box (must match)
          (5)  Mark/Label box to identify Programming SW Revision Used
          (6)  Pack product in bulk box
          (7)  Mark/Label bulk box to identify lot with Program SW Rev. Used
          (8)  Distribute electronic files to customer (incl. ESN, MIN, Sub-lock
               info)
          End--Rest of process is equal to normal product shipping

     b.   Programming info: Power-up screen, IRDB/PRL, SOC/SID, MIN, Sub-locks,
          etc., provided by Motorola or Customer via database, and specified in
          P.O. Motorola provides programming software. Max. time expected to
          program one unit per programming station is 5 minutes per unit.

     c.   Maximum Fee: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] per
          unit

2.   Programming & Kitting (Units received packed in bulk product boxes)
     a.   Process:
          (1)  Pick bulk boxes from storage (product and other sales kit items)
          (2)  Remove product from bulk box
          (3)  Program product (see 1b. programming info, above)
          (4)  Pack sales kit box items (typically: insert, battery, wall
               charger, literature)
          (5)  Pack product in sales kit box
          (6)  Mark/Label box to identify Programming SW Revision Used
          (7)  Pack product in bulk box
          (8)  Mark/Label bulk box to identify lot with Program SW Rev. Used
          (9)  Distribute electronic files to customer (incl. ESN, MIN, Sublock
               info)
          (10) Manage other sales kit item inventory for just-in-time
               re-stocking
          End--Rest of process is equal to normal product shipping

     a.   Collateral Material: For Motorola orders, Motorola will provide sales
          kit boxes, inserts, batteries, wall chargers, and literature to match
          quantities of phones shipped in bulk - making the

     b.   Maximum Fee: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] per
          unit

3.   Kitting Only
     a.   Process:
          (1)  Pick bulk boxes from storage (product and other sales kit items)
          (2)  Assemble sales kit box items (typically: insert, battery, wall
               charger, literature)
          (3)  Pack product in sales kit box
          (4)  Label sales kit box
          (5)  Pack product in bulk box
          (6)  Label bulk box to identify lot
          (7)  Distribute electronic files to customer (incl. ESN info)
          (8)  Manage kit inventory for just-in-time re-stocking
          End--Rest of process is equal to normal product shipping


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 21
--------------------------------------------------------------------------------


     b.   Collateral Material: Provided by Motorola or Customer.

     c.   Maximum Fee: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] per
          unit


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 22
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
            ATTACHMENT 3B. LOANED SOFTWARE, EQUIPMENT AND DOCUMENTS
--------------------------------------------------------------------------------

For purposes of the Agreement and this Attachment, Equipment shall mean all of
the equipment checked below:


     [ ]   1.2.1    SLN6626A         MCEL 2000
     [ ]   1.2.2    5113802DO7       MCEL Microprocessor Chip S#___________
     [ ]   1.2.3    RTL4228A         Portable Slide Adaptor
     [ ]   1.2.4    SLN6473A         DPC Test Fixture
     [ ]   1.2.5    SKN4625          DPC Test Cable
     [ ]   1.2.6    SLN9588A         Mobile Test Cable
     [ ]   1.2.7    SKN4659A         Ultra Classic 11 Adaptor
     [ ]   1.2.8    SKN4665A         Elite Adaptor
     [ ]   1.2.9    SLN3577B         EMM12
     [ ]   1.2.10   ?????            EMM12 Dongle S#_______________________
     [ ]   1.2.11   XA-CHASS2        Crib20
     [ ]   1.2.12   MC68HC05C8P      Crib20 Microprocessor Chip S#_________

For purposes of the Agreement and this Attachment, Software shall mean all of
the software checked below:

     [ ]   1.3.1    H.P. 8920 Software Card
     [ ]   1.3.2    ACE Security card      S#______________________________
     [ ]   1.3.3    Software utilized within the MCEL 2000 Interface box
     [ ]   1.3.4    Software utilized within the EMM12
     [ ]   1.3.5    Software utilized within the Crib20
     [ ]   1.3.6    Software utilized within the Gatesystems

For purposes of the Agreement and this Attachment, Documents shall mean of the
documents checked below:

     [ ]   1.4.1    ACT training manuals
     [ ]   1.4.2    Parts lists
     [ ]   1.4.3    Any other documentation provided


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 23
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        ATTACHMENT 4. KEY DISTRIBUTORS
--------------------------------------------------------------------------------


            BrightPoint Latin America Holdings, Inc., Miami, U.S.A
      BrightPoint Solutions de Mexico S.A. do C.V., Mexico, D.F., Mexico
            BrightPoint de Puerto Rico, Inc., San Juan, Puerto Rico
              BrightPoint de Venezuela, C.A., Caracas, Venezuela
                BrightStar Corp., Inc., Miami, Florida, U.S.A.
               BrightStar de Venezuela, C.A., Caracas, Venezuela
                BrightStar CHS Colombia Ltda., Bogota, Colombia
                   BrightStar Bolivia, S.A., La Paz, Bolivia
              BrightStar Puerto Rico Corp., San Juan, Puerto Rico
                    B&B Group, Inc., Miami, Florida, U.S.A.
              Marketronics Corp., Ft. Lauderdale, Florida, U.S.A.
                 Micel Wireless Corp., Miami, Florida, U.S.A.
                 Soporte Tecnico Global (STG), S.A., San Jose


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 24
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
     ATTACHMENT 4. SERVICES FOR RADIOMOVIL DIPSA, S.A. DE C.V.'S AMIGO KIT
--------------------------------------------------------------------------------


Receive product from Radiomovil DIPSA, S.A. de C.V.
Program telephone numbers in the products
Assemble sales kit box items
Pack product in sales kit box
Label sales kit box
Pack product in bulk box
Label bulk box to identify lot
Distribute electronic files to customer (incl. ESN info)
Manage kit inventory for just-in-time re-stocking

Fee:
ST3000: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] per unit
ST6500: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] per unit
M3097: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] per unit

Fee also includes:

 .    Transportation: from Mexico City to the 9 Radiomovil DIPSA, S.A. de C.V.
     regions.
 .    Custody: all the time the equipment is transported within the Mexican
     territory, it has to be in an armored vehicle with guards to repel any
     possible assault.
 .    Insurance: to cover any loss during transportation/warehousing


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 25
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                   ATTACHMENT 5-A (Translated from Spanish)
--------------------------------------------------------------------------------
    STATEMENT OF LIMITED WARRANTY FOR CELLULAR TELEPHONES AND ACCOMPANYING
                                  ACCESSORIES
--------------------------------------------------------------------------------

Through its own Service Centers and/or its Authorized Service Centers, Motorola
warrantees for a year this cellular phone and all its parts for any
manufacturing defect and malfunctioning, provided that same is used in normal
use conditions. The term of one year shall commence on the date on which the
cellular phone was acquired.

CONDITIONS

1.   To make this warranty effective against Motorola, present your equipment
with this warranty in the place where it was acquired or in any of Motorola's
Authorized Service Centers. If you require additional information, please
contact the corresponding Service Center:


--------------------------------------------------------------------------------
COUNTRY        ADDRESS                       TELEPHONE           FAX
--------------------------------------------------------------------------------
Brasil         Jaguariuna                    55-19-847-6042      55-19-847-6050
               Sao Paulo
--------------------------------------------------------------------------------
Mexico         Blvd. Manuel Avila            52-5-387-0500       52-5-257-6727
               Camacho #32
               Col. Lomas de Chapultepec
               Miguel Hidalgo
               Mexico, D.F.
--------------------------------------------------------------------------------
Colombia       Diagonal 127 A                571-615-5759        571-216-2429
               No 17-63
               Santa Fe de Bogota
--------------------------------------------------------------------------------
Venezuela      Ave. Francisco Miranda        582-901-4600        582-901-4700
               Centro Lido
               Torre A, Piso 15
               El Rosal 1060
               Caracas
--------------------------------------------------------------------------------
Puerto Rico    Edificio Telemundo #2         787-641-4100        787-641-4085
               Charlton Ave.
               San Juan
--------------------------------------------------------------------------------
Chile          Av. Nueva Tajamar 481         562-338-9075        562-338-9090
               Oficina 1702
               Torre Norte Las Condes
               Santiago
--------------------------------------------------------------------------------
Argentina      Maipu 1210,                   54-11-4317-5351     54-11-4317-5311
               Piso 6
               Buenos Aires
--------------------------------------------------------------------------------


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 26
--------------------------------------------------------------------------------

If the Cellular Telephone had been installed in an car, same shall be taken to a
Repair shop or Service Agency, since to evaluate certain problem it may be
required to analyze the installation made to the car. The installation of the
cellular phone to the car is not covered by this warranty.

2.   Motorola Inc. through its own Service Centers and/or its Authorized Service
Centers agrees to repair or replace the cellular phone, and all defective parts
and components without any cost or charge to the customer. This warranty covers
the shipping costs, if any, which are required to make this warranty effective.
Motorola Inc. through its own Service Centers and/or its Authorized Service
Centers, at its sole discretion, may, without any charge to the customer,
repair, replace or reimburse the purchase price of the cellular telephone that
results defective during the term of this warranty, provided that the equipment
is returned in accordance with the conditions of this warranty, to the Service
Centers and/or its Authorized Service Centers. All accessories, parts or
equipment of the cellular phone which by virtue of being defective are replaced
in compliance of this warranty, shall become Motorola's property.

3.   To receive the services of this warranty, present your equipment cellular
phone or equipment to any of the any of Motorola's own Service Centers and/or
its Authorized Service Centers together with the purchase receipt or equivalent
that indicates the acquisition date, series number and/or electronic series
number.

4.   The repair time shall in no event exceed 30 days starting from the date
when the equipment was received by any of the sites where this warranty may be
made effective.

5.   For the acquisition of parts, accessories and services not covered by this
warranty, the customer may use any of the service centers indicated above, or to
any of the Authorized Service Centers.

6.   This warranty will not be valid if:

a.   The defects or damages are caused by a not normal use of the product.
b.   The defects or damages are caused by misuse, accident or negligence.
c.   The defects or damages are caused from inappropriate testings, operation,
maintenance, installation and adjustments, o derived from any alteration or
modification of any kind.
d.   Braking and damages caused in the antennas, unless that same are caused by
defects of the materials or manufacturing.
e.   The cellular phone has been dismantled or repaired in such way that its
functioning has been affected or that impedes the proper revision or testing of
the product to verify any claim relating to this warranty.
f.   The cellular phones to which the series number has been erased or is
illegible.
g.   The defects or damages are the caused by spilling of liquids or food.
h.   When the Cables of the Control Unit have been modified or the modular has
been broken.
i.   All parts which have been exposed to the exterior are damaged by normal
use.
j.   For leather covers.
k.   The rented cellular phones.
l.   The product has been altered or repaired by any person not authorized by
Motorola.
m.   The product is not used in accordance the instructions manual.

The batteries ("Niquel-Cadmio") are warranted only if their capacity is reduced
in a 80% below their capacity or if same have energy wastes. This warranty will
not apply to any kind of batteries if:

a.   The batteries are re-charged by any other charger not authorized by
MOTOROLA for such purposes.
b.   The battery seals has been broken or affected.
c.   The batteries were used or installed in an equipment different from a
Motorola cellular phone.



Product:


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 27
--------------------------------------------------------------------------------

Brand: Motorola Modela:

Mechanic series number:

Electronic series number:

Distributor name:

Street and number:

Town and city area:

Municipality or Delegation:

Zip code, state and city:

Telephone:

Delivery or installation date:

MOTOROLA INC.
Cellular Subscriber Service Department
600 North U.S. Highway 45 68P09388A16-O
Libertyville, IL 60048 5/15/96-SGS


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 28
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
               ATTACHMENT 5B - STATEMENT OF LIMITED WARRANTY FOR
                 ACCESSORIES PROGRAM (Translated from Spanish)
--------------------------------------------------------------------------------


Motorola's Limited Warranty

MOTOROLA INC., through its own Service Centers and/or its Authorized Service
Centers,  warrantees for a year this cellular phone and all its parts for any
manufacturing defect and malfunctioning, provided that same is used in normal
use conditions. The term of one year shall commence on the date on which the
cellular phone was acquired.

General Conditions

To make this warranty effective against Motorola, present the product with this
warranty in the place where it was acquired or in any of MOTOROLA INC.'s
Authorized Service Centers. If you require additional information, please
contact our listed Service Center.

MOTOROLA INC. through its own Service Centers and/or its Authorized Service
Centers, at its sole discretion, may, without any charge to the customer,
repair, replace or reimburse the purchase price of the cellular telephone that
results defective during the term of this warranty, provided that the equipment
is returned in accordance with the conditions of this Warranty. All accessories,
parts or equipment of the cellular phone which by virtue of being defective are
replaced in compliance of this warranty, shall become MOTOROLA INC. property.

This warranty will not be valid if:

a.   The defects or damages are caused by a not normal use of the product,
accident or negligence.
b.   The defects or damages are caused from inappropriate testings, operation,
maintenance, installation and adjustments, o derived from any alteration or
modification of any kind, by any person not authorized by MOTOROLA.
c.   Breaking and damages caused in the antennas, unless that same are caused by
defects of the materials or manufacturing.
d.   The cellular phone has been dismantled or repaired in such way that its
functioning has been affected or that impedes the proper revision or testing of
the product to verify any claim relating to this warranty.
e.   The cellular phone to which the series number has been erased or is
illegible.
f.   The defects or damages are the caused by spilling of liquids or food.
g.   All parts which have been exposed to the exterior have been damaged after
the product has been acquired.
h.   The rented cellular phones.
i.   The product is not used in accordance the instructions manual.

Additional conditions for the batteries

The batteries ("Niquel-Cadmio") are warranted only if their capacity is reduced
in a 80% below their capacity or if same have energy wastes. This warranty will
not apply to any kind of batteries if:

a.   The batteries are re-charged by any other charger not authorized by
MOTOROLA for such purposes.
b.   Any of the battery seals has been broken or affected.
c.   The batteries were used or installed in an equipment different from a
MOTOROLA cellular phone.

For the acquisition of parts, accessories and services not covered by this
warranty, the customer may use any of its own Service Centers or to any
Authorized Service Centers.

Information and Help

For additional information, please contact our own Service Centers at:


                       MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE>

                                                   Master Distribution Agreement
                                                                  CellStar, Ltd.
                                                                  April 15, 2000
                                                                         Page 29
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
COUNTRY        ADRRESS                       TELEPHONE           FAX
--------------------------------------------------------------------------------

Brasil         Jaguariuna                    55-19-847-6042      55-19-847-6050
               Sao Paulo
--------------------------------------------------------------------------------
Mexico         Blvd. Manuel Avila            52-5-387-0500       52-5-257-6727
               Camacho #32
               Col. Lomas de
               Chapultepec
               Miguel Hidalgo
               Mexico, D.F.
--------------------------------------------------------------------------------
Colombia       Diagonal 127 A                571-615-5759        571-216-2429
               No 17-63
               Santa Fe de Bogota
--------------------------------------------------------------------------------
Venezuela      Ave. Francisco Miranda        582-901-4600        582-9014700
               Centro Lido
               Torre A, Piso 15
               El Rosal 1060
               Caracas
--------------------------------------------------------------------------------
Puerto Rico    Edificio Telemundo #2         787-6414100         787-6414085
               Charlon Ave.
               San Juan
--------------------------------------------------------------------------------
Chile          Av. Nueva Tajamar 481         562-338-9075        562-338-9090
               Oficina 1702
               Torre Norte Las Condes
               Santiago
--------------------------------------------------------------------------------
Argentina      Maipu 1210,                   54-11-4317-5351     54-11-4317-5311
               Piso 6
               Buenos Aires
--------------------------------------------------------------------------------


                       MOTOROLA CONFIDENTIAL PROPRIETARY
</TEXT>
</DOCUMENT>
