ASSET PURCHASE AGREEMENT

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                                                                     EXHIBIT-2.1

                                                               EXECUTION VERSION

                            ASSET PURCHASE AGREEMENT

                                       DATED

                                DECEMBER 18, 2006

                                  BY AND AMONG

                             2601 METROPOLIS CORP.,

                              CELLSTAR CORPORATION,

                           NATIONAL AUTO CENTER, INC.,

                                 CELLSTAR, LTD.

                                       AND

                           CELLSTAR FULFILLMENT, LTD.

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                                TABLE OF CONTENTS

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ARTICLE 1     DEFINITIONS.................................................      2
   1.01       Certain Definitions.........................................      2
   1.02       Other Definitions and Interpretative Provisions.............     10

ARTICLE 2     PURCHASE AND SALE...........................................     11
   2.01       [Intentionally omitted].....................................     11
   2.02       Purchase and Sale of the Purchased Assets...................     11
   2.03       Excluded Assets.............................................     13
   2.04       Assumed Liabilities.........................................     14
   2.05       Excluded Liabilities........................................     14
   2.06       Consent of Third Parties; Further Assurances................     16
   2.07       Purchase Price; Escrow......................................     17
   2.08       Closing.....................................................     17
   2.09       Net Working Capital and Net Other Assets and Liabilities
             Adjustments.................................................     18

ARTICLE 3     REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS........     21
   3.01       Corporate Existence and Power...............................     21
   3.02       Corporate Authorization.....................................     21
   3.03       Governmental Authorization..................................     22
   3.04       Noncontravention............................................     22
   3.05       Required Consents...........................................     22
   3.06       [Intentionally omitted].....................................     22
   3.07       Business Financial Statements...............................     23
   3.08       SEC Filings; Financial Statements; Disclosure Controls......     23
   3.09       Absence of Certain Changes..................................     25
   3.10       No Undisclosed Liabilities..................................     25
   3.11       Assets......................................................     25
    3.12       Personal Property...........................................     25
   3.13       Sufficiency of Purchased Assets.............................     25
   3.14       Material Contracts..........................................     25
   3.15       Solvency....................................................     28
   3.16       Change of Control...........................................     28
   3.17       Litigation..................................................     28
   3.18       No Violation of Law.........................................     29
   3.19       Governmental Approvals/Consents.............................     29
   3.20       Properties; Liens...........................................     30
   3.21       Inventories.................................................     31
   3.22       Intellectual Property.......................................     31
   3.23       Systems and Software........................................     32
   3.24       Banks; Powers of Attorney...................................     33
   3.25       Finders' Fees...............................................     33
   3.26       Employee Benefit Plans......................................     33
   3.27       Employee and Labor Matters..................................     35
    3.28       Environmental Matters.......................................     36
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                                TABLE OF CONTENTS
                                   (continued)

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   3.29        Insurance...................................................     37
   3.30       Customer and Supplier Relationships.........................     37
   3.31       Accounts Receivable.........................................     38
   3.32       Accounts Payable............................................     38
   3.33       Earn-Out Payments...........................................     38
   3.34       Related Party and Affiliate Transactions....................     39
   3.35       Business Records............................................     39
   3.36       Fairness Opinion............................................     39
   3.37       Foreign Authorized Agents...................................     39
   3.38       Product Warranty............................................     39

ARTICLE 4     REPRESENTATIONS AND WARRANTIES OF BUYER.....................     39
   4.01       Corporate Existence and Power...............................     39
   4.02       Corporate Authorization.....................................      40
   4.03       Governmental Authorization..................................     40
   4.04       Noncontravention............................................     40
   4.05       [Intentionally omitted].....................................     40
   4.06        Litigation..................................................     40
   4.07       Finder's Fees...............................................     40

ARTICLE 5     ADDITIONAL COVENANTS OF SELLERS.............................     41
   5.01       Seller Stockholders' Approval; Proxy Statement..............     41
   5.02       Conduct of Business; Notification of Certain Matters........     42
   5.03       No Solicitation of Transactions.............................     44
   5.04       Investigation...............................................     46
   5.05       Consents....................................................     48
   5.06       Notice to Customers and Vendors.............................     48
   5.07       Non-Competition.............................................     48
   5.08       Confidentiality.............................................     49
   5.09       CellStar, etc. Names........................................     49
   5.10       Insurance...................................................     49
   5.11       Intercompany Receivables and Payables.......................     49
   5.12       SEC Investigation...........................................     49
   5.13       Pre-Closing Tax Returns.....................................     49
   5.14        Form 8-K Obligations........................................     50
   5.15       Restrictions on Sellers' Liquidation and Dissolution and
             Other Actions...............................................     50
   5.16       Non-Competition and Confidentiality Covenants...............     51

ARTICLE 6     COVENANTS OF BUYER AND SELLERS..............................     51
   6.01       Reasonable Best Efforts; Further Assurance..................     51
   6.02       Certain Filings; Consents...................................     52
   6.03       Cooperation on Tax Matters..................................     52
   6.04       Public Announcements........................................     52
   6.05       Notices of Certain Events...................................     52
   6.06       WARN Act....................................................     53
   6.07       Non-Solicitation............................................     53
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                                 TABLE OF CONTENTS
                                   (continued)

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   6.08       Accounts Receivable, Mail, Checks, Etc......................     53
   6.09       No Obligation of Buyer to Maintain Plans, etc...............     54
   6.10       Information Supplied........................................     54

ARTICLE 7     TAX MATTERS.................................................     54
   7.01       Tax Matters.................................................     54
   7.02       Tax Reporting and Allocation of Consideration...............     55
   7.03       General.....................................................     56

ARTICLE 8     PERSONNEL MATTERS...........................................     57
   8.01       Business Employees..........................................     57
   8.02       Employee Communications.....................................     58
   8.03       Acknowledgement.............................................     58
   8.04       No Third-Party Beneficiaries................................     59

ARTICLE 9     CONDITIONS TO CLOSING.......................................     59
   9.01       Conditions to Obligations of Buyer and Sellers..............     59
   9.02       Conditions to Obligation of Buyer...........................      59
   9.03       Conditions to Obligation of Sellers.........................     62

ARTICLE 10    INDEMNIFICATION; SURVIVAL...................................     63
   10.01      Indemnification by Sellers..................................     63
   10.02       Indemnification by Buyer....................................     64
   10.03      Third Party Claims..........................................     64
   10.04      Assistance..................................................     65
   10.05      Survival of Representations, Warranties and Covenants.......     65
   10.06      Limitations on Indemnification..............................     65
   10.07      Matters Relating to Factoring Arrangements..................     66
   10.08      Exclusive Remedy............................................     66

ARTICLE 11    TERMINATION.................................................     66
   11.01      Termination.................................................     66
   11.02      Effect of Termination.......................................     67

ARTICLE 12    MISCELLANEOUS...............................................     68
   12.01      Notices.....................................................     68
   12.02      Amendments and Waivers......................................     69
   12.03      Expenses....................................................     69
   12.04      Successors and Assigns......................................     70
   12.05      Governing Law...............................................     70
   12.06      Counterparts; Effectiveness; No Third Party Beneficiaries...     70
   12.07      Entire Agreement............................................     70
   12.08      Bulk Sales Laws.............................................     71
   12.09      Severability................................................     71
   12.10      Specific Performance........................................     71
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                                  EXHIBIT LIST

EXHIBIT A                Form of Assignment and Assumption Agreement
EXHIBIT B-1              Form of License Agreement (Mexico)
EXHIBIT B-2              Form of License Agreement (Chile)
EXHIBIT C                Form of Escrow Agreement
EXHIBIT D                Form of Transition Services Agreement
EXHIBIT E                Form of Certification Statement
EXHIBIT F                Form of Opinion of Sellers' Counsel
EXHIBIT G                Form of Opinion of Buyer's Counsel

                                  SCHEDULE LIST

Schedule 1.01(a)(i)      Additional Employees
Schedule 1.01(a)(ii)     Business
Schedule 1.01(a)(iii)    Business Employees
Schedule 1.01(a)(iv)     Contract and Other Personnel
Schedule 1.01(a)(v)      Leased Real Property
Schedule 1.01(a)(vi)     Retained Businesses
Schedule 2.02            Purchased Assets
Schedule 2.02(b)         Personal Property
Schedule 2.02(d)         Contract Rights
Schedule 2.02(i)         Excluded Insurance
Schedule 2.02(p)         Other Assets
Schedule 2.03            Excluded Assets
Schedule 2.03(j)         Intercompany Receivables
Schedule 2.04            Assumed Liabilities
Schedule 2.05(a)         Other Excluded Liabilities
Schedule 2.05(f)         Certain Retained Employee Liabilities
Schedule 2.07            Purchase Price Allocation
Schedule 2.09(a)(i)      Excluded Payable for Net Working Capital
Schedule 2.09(a)(ii)     Net Working Capital Accounting Principles
Schedule 2.09(a)(iii)    Treatment of Certain Intercompany Balances
Schedule 2.09(a)(iv)     Net Working Capital Illustration
Schedule 2.09(b)         Estimated Net Working Capital
Schedule 2.09(c)(i)      Net Other Assets and Liabilities Accounting Principles
Schedule 2.09(c)(iii)    Net Other Assets and Liabilities Illustration
Schedule 3.01            Subsidiaries


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Schedule 3.04            Noncontravention
Schedule 3.05            Required Consents
Schedule 3.07            Business Financial Statements
Schedule 3.08(a)         Seller SEC Documents
Schedule 3.08(b)         Seller Financial Statements
Schedule 3.08(c)         Controls
Schedule 3.09            Absence of Certain Changes
Schedule 3.11            Assets
Schedule 3.14            Material Contracts
Schedule 3.15            Solvency
Schedule 3.16            Change of Control
Schedule 3.17            Litigation
Schedule 3.19            Governmental Approvals/Consents
Schedule 3.22            Intellectual Property
Schedule 3.23            Systems and Software
Schedule 3.24            Banks; Powers of Attorney
Schedule 3.26            Employee Benefit Plans
Schedule 3.27(b)         Employee and Labor Matters
Schedule 3.27(d)         COBRA and Related Matters
Schedule 3.28            Environmental Matters
Schedule 3.29            Insurance
Schedule 3.30            Customer and Supplier Relationships
Schedule 3.31            Accounts Receivable
Schedule 3.32            Accounts Payable
Schedule 3.33            Earn-Out Payments
Schedule 3.34            Related Party and Affiliate Transactions
Schedule 3.37            Foreign Authorized Agents
Schedule 3.38             Product Warranty
Section   5.02(ix)        Permitted Liquidations
Schedule 5.07            Non-Competition
Schedule 6.07            Employees - Non-Solicitation
Schedule 7.01            Tax Matters
Schedule 8.01(i)         Employee Liabilities (to be paid by CellStar)
Schedule 8.01(ii)        Employee Liabilities (to be paid by Buyer)
Schedule 9.01(b)         Governmental Approvals
Schedule 9.02(c)         Third Party Consents
Schedule 9.02(m)         Key Employees


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                            ASSET PURCHASE AGREEMENT

          AGREEMENT (this "AGREEMENT") dated December 18, 2006, by and among
2601 Metropolis Corp., an Indiana corporation ("BUYER"), CellStar Corporation, a
Delaware corporation ("CELLSTAR"), National Auto Center, Inc., a Delaware
corporation ("NAC"), CellStar, Ltd., a Texas limited partnership ("CELLSTAR,
LTD."), and CellStar Fulfillment, Ltd., a Texas limited partnership ("CELLSTAR
FULFILLMENT"; with each of CellStar, NAC, CellStar, Ltd. and CellStar
Fulfillment being herein referred to individually as a "SELLER" and collectively
as the "SELLERS"). Sellers and Buyer are herein referred to as a "PARTY" and,
collectively as the "PARTIES."

                                   WITNESSETH:

          WHEREAS, CellStar is, directly and indirectly through certain of its
Subsidiaries, engaged in the Business (as defined in Section 1.01);

          WHEREAS, it is the intention of the Parties that Buyer acquire (i) all
of the assets owned, directly or indirectly, by CellStar which are necessary or
appropriate for the operation of the Business and (ii) all of the intellectual
property rights owned, directly or indirectly, by CellStar;

          WHEREAS, CellStar owns 100% of the outstanding capital stock of NAC,
which in turn owns 100% of the outstanding capital stock of NAC Holdings, Inc.,
a Nevada corporation ("NAC HOLDINGS");

          WHEREAS, CellStar, Ltd. is a limited partnership, the general partner
of which is NAC and the limited partner of which is NAC Holdings;

          WHEREAS, CellStar Fulfillment is a limited partnership, the general
partner of which is CellStar Fulfillment, Inc. and the limited partner of which
is NAC Holdings;

          WHEREAS, CellStar, NAC, CellStar, Ltd. and CellStar Fulfillment (the
"ASSET SELLING ENTITIES") own, directly or indirectly, the Purchased Assets (as
defined in Section 2.02); and

          WHEREAS, the Parties desire that, at the Closing (as defined in
Section 1.01), each Asset Selling Entity shall sell and transfer to Buyer, and
Buyer shall purchase from each Asset Selling Entity, all of the Purchased Assets
owned by such Asset Selling Entity and shall assume only the Assumed Liabilities
(as defined in Section 2.04), upon such terms and conditions set forth herein.

          NOW THEREFORE, in consideration of the premises, representations,
warranties, covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the Parties agree as
follows:

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                                    ARTICLE 1
                                   DEFINITIONS

          1.01 Certain Definitions. (a) As used herein, the following terms have
the meanings set forth below:

               "ADDITIONAL EMPLOYEES" means the employees of CellStar and
certain of its Subsidiaries whose primary job responsibilities are not related
to the operation of the Business and who are named in SCHEDULE 1.01(A)(I)
annexed hereto.

               "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such other Person. For purposes hereof, (i) "CONTROL" when used with respect to
any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms "CONTROLLING" and "CONTROLLED" have
correlative meanings, (ii) each officer and director of CellStar and/or any of
its Subsidiaries shall be deemed an Affiliate of CellStar and (iii) an owner of
5% or more of the outstanding shares of common stock of CellStar shall be deemed
an Affiliate hereunder if such owner is, and has for the past 12 months been,
otherwise affiliated with CellStar under clause (ii) above.

               "APPLICABLE LAW" means, with respect to any Person, any federal,
state, local or foreign law (statutory, common or otherwise), constitution,
treaty, convention, ordinance, code, rule, regulation, order, injunction,
judgment, determination, decree, ruling or other similar requirement enacted,
adopted, promulgated or applied by a Governmental Authority that is binding upon
or applicable to such Person, as amended (unless expressly specified otherwise).

               "ASSIGNMENT AND ASSUMPTION AGREEMENT" means an Assignment and
Assumption Agreement in substantially the form attached hereto as EXHIBIT A with
such changes as Buyer and CellStar may agree upon.

                "BALANCE SHEET DATE" means November 30, 2005.

               "BUSINESS" means the North American and Miami business described
on SCHEDULE 1.01(A)(II) annexed hereto, it being acknowledged that, for the
purpose of this Agreement, however, the Business shall be deemed to not include:
(i) the business conducted by CellStar and its Subsidiaries in Mexico and Chile,
(ii) CellStar's corporate headquarters operations, (iii) CellStar's and any of
its Subsidiaries' discontinued operations or (iv) CellStar's 19% ownership in
CellStar de Colombia Ltda. (other than the Technical Service Agreement and the
Supply Agreement).

               "BUSINESS DAY" means any day, other than Saturday, Sunday or
other day on which commercial banks in New York, New York are authorized or
required by Applicable Law to close.

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               "BUSINESS EMPLOYEE" means any employee of NAC or CellStar, Ltd.,
whose primary job responsibilities are related to the Business; for the
avoidance of doubt, the individuals named in SCHEDULE 1.01(A)(III) annexed
hereto (with such Schedule to be updated as of a date within ten (10) days prior
to the Closing Date) comprise all of the Business Employees, and the individuals
named in SCHEDULE 1.01(A)(IV) annexed hereto are not Business Employees.

               "CLOSING DATE" means the date on which the Closing occurs. The
"CLOSING" shall be deemed to occur at 12:01 a.m. on the date that is the Closing
Date. The Closing shall be held at the offices of Blank Rome LLP, 405 Lexington
Avenue, New York, New York.

               "CODE" means the Internal Revenue Code of 1986, as amended.

               "COMPETITION LAWS" means statutes, rules, regulations, orders,
decrees, administrative and judicial doctrines, and other laws, in all
applicable jurisdictions, that are designed or intended to prohibit, restrict or
regulate actions having the purpose or effect of monopolization, lessening of
competition or restraint of trade.

               "CONSENT" means any authorization, approval, order, license,
qualification, permit, franchise, certification, waiver or other consent of any
third Person or any Governmental Authority.

               "CONTRACT" means any written or binding oral note, bond,
mortgage, indenture, guaranty, agreement, contract, sub-contract, or lease
(which, for the avoidance of doubt, does not include any employee benefit or
health or welfare arrangement).

               "DGCL" means the Delaware General Corporation Law.

                "EMPLOYEE PLAN" means any "employee benefit plan", as defined in
Section 3(3) of ERISA, any "voluntary employees' beneficiary association" within
the meaning of Section 501(c)(9) of the Code, and any employment, severance or
similar contract, plan, arrangement or policy and each other plan or arrangement
providing for cash or equity compensation, profit-sharing, incentive or deferred
compensation, vacation benefits, insurance (including any self-insured
arrangements), health or medical benefits, disability or sick leave benefits and
post-employment or retirement, or other benefits, in each case which is
maintained, sponsored, administered, contributed to or to which there is an
obligation to contribute by CellStar or any Subsidiary of CellStar (or any ERISA
Affiliate of CellStar or any Subsidiary of CellStar) and covers any current or
former employee.

               "ENVIRONMENTAL LAWS" means any and all Applicable Laws relating
to (i) the environment; (ii) the use, handling, manufacture, generation,
transportation, treatment, release, disposal or presence of, or exposure to,
pollutants, contaminants, wastes, chemicals or chemical containing substances or
materials; or (iii) to public or workplace health or safety.

               "ENVIRONMENTAL LIABILITIES" means any and all Liabilities or
commitments of CellStar and its Subsidiaries or any Person for whose conduct
CellStar or its Subsidiaries is or may be held responsible, including those
arising in connection with or relating


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to the Business (as currently or previously conducted), the Purchased Assets, or
any activities or operations occurring or conducted at the Real Property, or any
other real property formerly owned, leased or operated, including real property
owned or leased by any former direct or indirect Subsidiary or any Person for
whose conduct they are or may be held responsible, which arise under or relate
to any Environmental Law, including without limitation a contractual undertaking
relating to environmental matters.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations promulgated thereunder.

               "ERISA AFFILIATE" of any entity means any other entity which,
together with such entity, would be treated as a single employer under Section
414 of the Code.

               "ESCROW AGREEMENT" means an Escrow Agreement between Buyer and
CellStar in substantially the form attached hereto as EXHIBIT C with such
changes as Buyer and CellStar may agree upon.

               "ESTIMATED NET WORKING CAPITAL ADJUSTMENT AMOUNT" shall mean and
be equal to the difference between the Estimated Net Working Capital and the
Baseline Net Working Capital, whether such difference is a positive or a
negative number.

               "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

               "GAAP" means generally accepted accounting principles in the
United States.

               "GOVERNMENTAL AUTHORITY" means any transnational, domestic or
foreign federal, state or local, governmental authority, department, court,
tribunal, agency or official, including any political subdivision thereof and
any arbitral body the decrees of which have the force of law.

               "HAZARDOUS MATERIALS" means any and all materials, pollutants,
contaminants, wastes, chemicals or substances listed, defined, designated,
classified, considered or regulated as dangerous, special, hazardous, toxic or
radioactive under any Environmental Law, including petroleum and any derivative
or by-product thereof, asbestos and asbestos-containing materials and PCBs.

               "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.

               "INDEBTEDNESS" means (i) all obligations for borrowed money, (ii)
all obligations evidenced by notes, bonds, debentures or other instruments,
(iii) all obligations under any hedging or swap obligation or other similar
arrangement, (iv) all obligations secured by a Lien on Purchased Assets, (v) all
obligations for the deferred purchase price of property or services (other than
current liabilities incurred in the ordinary course of business), (vi) all
commitments by which a Person assures a creditor against loss (including
contingent reimbursement obligations regarding letters of credit), (vii) all
obligations under capitalized


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leases, (viii) all guarantees (other than product warranties made in the
ordinary course of business), including guarantees of any items set forth in
clauses (i) through (vii), (ix) all outstanding prepayment premiums, if any, and
accrued interest and fees; (x) all obligations arising out of or relating to
consignment agreements or other arrangements involving CellStar or any
Subsidiary thereof; and (xi) all obligations for the deferred purchase price of
products or services and expenses related to any of the items set forth in
clauses (i) through (x).

               "INTELLECTUAL PROPERTY RIGHTS" means any and all intellectual
property rights and industrial property rights (throughout the universe, in all
media, now existing or created in the future, and for the entire duration of
such rights) arising under statutory or common law, contract, or otherwise, and
whether or not perfected, including all (a) rights associated with Patents,
including all priority rights resulting from Patent applications, (b) rights
associated with works of authorship, including copyrights, moral rights, and
rights to prepare derivative works, and rights in copyright registrations and
applications, (c) rights relating to the protection of trade secrets and
confidential information, (d) rights in trademarks, service marks, trade names,
logos, symbols, certification marks, collective membership marks, and the like
and registrations and applications therefor, and (e) rights analogous to those
set forth in this definition and any and all other proprietary rights relating
to intangible property.

               "IRS" means the United States Internal Revenue Service.

               "KAISER EMPLOYMENT AGREEMENT" means the Amended and Restated
Employment Agreement effective as of May 1, 2004, by and between CellStar, Ltd.,
CellStar and Robert A. Kaiser, as amended by the First Amendment to Amended and
Restated Employment Agreement dated May 2, 2005.

               "KNOWLEDGE OF SELLERS," "SELLERS' KNOWLEDGE" or any other similar
knowledge qualification in this Agreement means to the actual knowledge of
Robert A. Kaiser, Michael J. Farrell, Raymond L. Durham, Elaine Flud Rodriguez,
Ana Lusia Marmol, Maria Hernandez, Efrain Vega Morales or Juan Martinez. With
respect to the actual knowledge of Ana Lusia Marmol, Maria Hernandez, Efrain
Vega Morales or Juan Martinez, it is acknowledged by the Parties that the
knowledge of any such individual shall not be imputed to any other individual.

               "LEASED REAL PROPERTY" means all of CellStar's and its
Subsidiaries' right, title and interest in all leases, subleases, licenses,
concessions and other agreements (the "LEASES"), pursuant to which CellStar or
one of its Subsidiaries holds a leasehold or subleasehold estate in, or is
granted the right to use or occupy, any land, buildings, structures,
improvements, fixtures or other interest in real property used or held for use
by the Business, including the right to all security deposits and other amounts
and instruments deposited by or on behalf of CellStar or one of its Subsidiaries
thereunder, all of which is described on SCHEDULE 1.01(A)(V) annexed hereto.

               "LEASEHOLD IMPROVEMENTS" means all buildings, structures,
improvements and fixtures located on any Leased Real Property which are owned by
CellStar or one of its Subsidiaries, regardless of whether title to such
buildings, structures, improvements or


                                      -5-

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fixtures are subject to reversion to the landlord or other third party upon the
expiration or termination of the Lease for such Leased Real Property.

               "LIABILITY" means any liability, debt or obligation of any kind,
character, or description, and whether known or unknown, accrued or unaccrued,
absolute or contingent, disputed or undisputed, liquidated or unliquidated,
secured or unsecured or otherwise, and regardless of when asserted or by whom
and whether or not the same is required to be accrued in the financial
statements.

               "LICENSE AGREEMENT (CHILE)" means the License Agreement in the
form attached hereto as EXHIBIT B-2.

               "LICENSE AGREEMENT (MEXICO)" means the License Agreement in the
form attached hereto as EXHIBIT B-1.

               "LIEN" means, with respect to any property or asset, any
mortgage, deed of trust, lien, pledge, hypothecation, charge, claim, judgment,
decree, order, stipulation, assessment, use, condition, restriction, security
interest, option, right of first refusal, right of first offer or encumbrance of
any kind in respect of such property or asset.

               "MATERIAL ADVERSE EFFECT" means any change, effect or
circumstance that is materially adverse to the Business, Purchased Assets,
Liabilities, obligations, operations, condition (financial or otherwise) or
results of operations or the conduct of the Business, except for any such
change, effect or circumstances (x) to the extent relating solely to any
Excluded Asset or Excluded Liability and for which Buyer and its Subsidiaries
will have no Liability following the Closing in accordance with the terms of
this Agreement or (y) results from or arises in connection with (A) changes,
effects or circumstances affecting generally the industries in which the
Business operates or (B) changes in economic, regulatory or political conditions
generally, laws, GAAP, the accounting rules and regulations of the SEC or
publicly announced general interpretations thereof after the date hereof;
provided that the changes or effects described in clauses (A) and (B) shall be
disregarded only to the extent that the effect or change is not
disproportionately adverse to the Business compared to other Persons operating
in the industries in which the Business operates. For purposes hereof, (i) a
criminal indictment or criminal information or similar proceeding against
CellStar or any of its Subsidiaries or any of their respective officers or
directors, (ii) an SEC enforcement action in respect of CellStar, any of its
Subsidiaries or any of their respective officers or directors relating to
actions within the scope of the Business, (iii) receipt by CellStar or any of
its Subsidiaries or any of their respective officers or directors of a Wells
Notice, or other similar document indicating or threatening the initiation or
recommendation by any Governmental Authority of a proceeding against any such
Person who is named in this Agreement as being an individual whose knowledge is
treated as "Sellers' Knowledge" for purposes hereof, or is a Business Employee
or Additional Employee, for violation of securities laws, or (iv) any
restatement of earnings, accounting fraud or internal investigation of possible
accounting fraud involving CellStar or any of its Subsidiaries, or any public
announcement that it is or may be contemplating any action in respect thereof,
will in each case be deemed to constitute a Material Adverse Effect, if it is
materially adverse to the Business, Purchased Assets, Liabilities, obligations,
operations, condition (financial or otherwise) or results of operations or the
conduct of the Business.


                                       -6-

<PAGE>

               "MATERIAL CONTRACTS" means the Contracts required to be set forth
in SCHEDULE 3.14 annexed hereto in accordance with Section 3.14(a) hereof.

               "OWNED REAL PROPERTY" means all land, together with all
buildings, structures, improvements and fixtures located thereon, and all
easements and other rights and interests appurtenant thereto owned by CellStar
or one of its Subsidiaries and used or held for use by the Business or subject
to contract or commitment to purchase.

               "PATENTS" means any and all U.S. and non-U.S. patents, patent
applications, and industrial design applications, together with any and all
continuations, continuations in-part reissues, renewals, re-examinations, or
divisional applications thereof, and all patents and industrial design
registrations issuing thereon.

               "PERSON" means an individual, corporation, partnership, limited
liability company, association, joint venture, trust or other entity or
organization, including a Governmental Authority.

               "PRE-CLOSING TAX PERIOD" means (i) any Tax period ending on or
before the Closing Date and (ii) with respect to a Tax period that commences
before but ends after the Closing Date, the portion of such period up to and
including the Closing Date.

               "REPRESENTATIVE" means, with respect to any Person, such Person's
directors, officers, employees, counsel, financial advisors, auditors, agents
and other authorized representatives.

                "RETAINED BUSINESSES" means the businesses as set forth on
SCHEDULE 1.01(A)(VI) annexed hereto which includes the name, business purpose
and location of each such Retained Business.

               "SEC" means the United States Securities and Exchange Commission.

               "SEC INVESTIGATION" means the matters relating to or arising
under the investigation commenced by the SEC which investigation was publicly
disclosed by CellStar in its Quarterly Report on Form 10-Q filed on April 10,
2006.

                "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

               "SUBSIDIARY" with respect to any Person, means any other Person,
with respect to whom 50% of more of the equity interest (or debt or other
interest convertible into an equity interest) is owned directly or indirectly by
such Person.

               "SUPPLY AGREEMENT" means the Supply Agreement by and between NAC
and Mobile Technologies Services, S.A., dated May 2004 and any successor or
subsequent similar agreement or arrangement in respect of Sellers' Colombia
business.

               "TAX" means (a) any foreign, federal, state or local income,
earnings, profits, gross receipts, franchise, capital stock, net worth, sales,
use, value added, occupancy,


                                      -7-

<PAGE>

general property, real property, personal property, intangible property,
transfer, fuel, excise, escheat, unclaimed property, payroll, withholding,
unemployment compensation, social security, retirement, environmental (including
any Taxes imposed under Section 59A of the Code) or other tax of any nature; (b)
any foreign, federal, state or local organization fee, qualification fee, annual
report fee, filing fee, occupation fee, assessment, sewer rent or other fee or
charges of any nature; or (c) any deficiency, interest or penalty imposed with
respect to any of the foregoing.

          "TAX LAW" means a statute, regulation or administrative rule or
judicial opinion enacted, issued or promulgated for the determination,
imposition, assessment or collection of any Tax.

          "TAX RETURN" means any return (including any information return),
report, statement, schedule, notice, form, declaration, claim for refund or
other document or information filed with or submitted to, or required to be
filed with or submitted to, any governmental body in connection with the
determination, assessment, collection or payment of any Tax or in connection
with the administration, implementation or enforcement of or compliance with any
law relating to any Tax, including any amendment thereto.

          "TAXING AUTHORITY" shall mean any domestic, foreign, federal,
national, state, county or municipal or other local government, any subdivision,
agency, commission or authority thereof, or any quasi-governmental body
exercising tax regulatory authority.

          "TECHNICAL SERVICE AGREEMENT" shall mean the Technical Service
Agreement by and between NAC and Mobile Technologies Services S.A. and any
successor or subsequent similar agreement or arrangement in respect of Sellers'
Colombia business.

          "TRANSACTION DOCUMENTS" means this Agreement, the Schedules and
Exhibits hereto, the Escrow Agreement, the Assignment and Assumption Agreement,
the License Agreement (Mexico), License Agreement (Chile) and the Transition
Services Agreement, and the Guaranty, dated the date hereof, by Brightpoint,
Inc. in favor of CellStar, and all other documents to be executed and delivered
pursuant to this Agreement.

          "TRANSITION SERVICES AGREEMENT" means a Transition Services Agreement
in substantially the form attached hereto as EXHIBIT D with such changes as
Buyer and CellStar may agree upon.

          "TREASURY REGULATIONS" shall mean the income tax regulations issued
under the Code.

          For purposes of this Agreement, any references to the "United States"
used herein in connection with the Sellers' Business or financial information
shall mean "North American".

               (b) Each of the following additional terms is defined in the
Section set forth opposite such term:


                                      -8-

<PAGE>

<TABLE>
<CAPTION>
TERM                                                                      SECTION
----                                                                      --------
<S>                                                                      <C>
Acceptance Notice....................................................    2.09(e)
Acquisition Proposal.................................................    5.03(c)
Agreement............................................................    Preamble
Applicable Period....................................................    5.15(a)
Asset Selling Entities...............................................    Preamble
Asset Selling Entities Inventory.....................................    3.21
Assumed Liabilities..................................................    2.04
Auditors.............................................................     5.14
Baseline Net Working Capital.........................................    2.09(a)
Basket...............................................................    10.06
Business Covered Employees...........................................    6.07(a)
Business Financial Statements........................................    3.07
Buyer................................................................    Preamble
Buyer Indemnified Parties............................................    10.01
Buyer Net Working Capital and Net Other Assets and Liabilities.......    2.09(d)
CellStar Employer Payment Obligations................................    9.02(t)
CellStar, Ltd........................................................    Preamble
Closing..............................................................    2.08(a)
Confidentiality Agreement............................................    5.04(a)
Environmental Permits................................................    3.28(b)
Employee Liabilities.................................................    8.01
Escrow Account.......................................................    2.07
Escrow Amount........................................................    2.07
Estimated Net Working Capital........................................    2.09(b)
Excluded Assets......................................................    2.03
Excluded Foreign Intangibles.........................................    2.03(f)
Excluded Liabilities.................................................    2.05
Factoring Arrangements...............................................    3.31
Indemnity Cap........................................................    10.06
Independent Accounting Firm..........................................    2.09(e)
Insolvent............................................................    3.15(a)
Insurance Policies...................................................    3.29
Intellectual Property................................................    3.22
Interest.............................................................    2.09(f)
Losses...............................................................    10.01
Material Seller Intangibles..........................................    3.22
Material Seller Intellectual Property................................    3.22
Minimum Cash.........................................................    5.15
NAC Holdings.........................................................    Preamble
Net Other Assets and Liabilities.....................................    2.09(c)
Net Other Assets and Liabilities Accounting Principles...............    2.09(c)
Net Other Assets and Liabilities Adjustment Amount...................    2.09(c)
Net Working Capital..................................................    2.09(a)
Non-Assignable Assets................................................    2.06(a)
Net Working Capital Accounting Principles............................    2.09(a)
</TABLE>

                                       -9-
<PAGE>

<TABLE>
<CAPTION>
TERM                                                                       SECTION
----                                                                     --------
<S>                                                                      <C>
Net Working Capital Adjustment Amount................................    2.09(a)
Objection Notice.....................................................    2.09(e)
Participate In.......................................................    5.07
Parties..............................................................    Preamble
Party................................................................    Preamble
Permitted Liens......................................................    3.20(d)
Proceedings..........................................................    3.22
Proposed Regulations.................................................    3.26(i)
Proxy Statement......................................................    5.01(b)
Purchase Price.......................................................    2.07
Purchased Assets.....................................................    2.02
Real Property........................................................    3.20(a)
Registrations........................................................    3.22
Required Consents....................................................    3.05
Retention Program....................................................    9.02(n)
Sarbanes-Oxley Act...................................................    2.05(l)
Sellers..............................................................    Preamble
Seller Board.........................................................    5.03(a)
Seller Financial Statements..........................................    3.08(b)
Seller Intangibles...................................................    3.22
Seller Recommendation................................................    5.01(a)
Seller SEC Documents.................................................    3.08(a)
Seller Stockholders' Approval........................................    5.01(a)
Seller Stockholders' Meeting.........................................    5.01(a)
Seller Web Site......................................................    3.23
Settlement Date......................................................    2.09(c)
Specified Policy.....................................................    5.10
Statement of Allocation..............................................    7.02(a)
Stockholder Payments.................................................    5.15(a)
Superior Proposal....................................................    5.03(d)
Survival Period......................................................    10.05
Systems..............................................................    3.23
System Lease.........................................................    3.23
Termination Fee......................................................    11.02(a)
Transferred Employees................................................    8.01
Transferred Employees (U.S.).........................................    8.01
User Information.....................................................    3.23
WARN Act.............................................................    6.06
Web..................................................................    3.23
</TABLE>

               1.02 Other Definitions and Interpretative Provisions. The words
"HEREOF", "HEREIN" and "HEREUNDER" and words of like import used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof. References to Articles, Sections, Exhibits and Schedules are to
Articles,


                                      -10-

<PAGE>

Sections, Exhibits and Schedules of or to this Agreement unless otherwise
specified. All Schedules annexed hereto or referred to herein are hereby
incorporated in and made a part of this Agreement as if set forth in full
herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise
defined therein, shall have the meaning as defined in this Agreement. Any
singular term in this Agreement shall be deemed to include the plural, and any
plural term the singular. Whenever the words "INCLUDE", "INCLUDES" or
"INCLUDING" are used in this Agreement, they shall be deemed to be followed by
the words "WITHOUT LIMITATION", whether or not they are in fact followed by
those words or words of like import. When the words "NOT TO BE UNREASONABLY
WITHHELD" are used in this Agreement, they shall be deemed to be followed by the
phrase, "CONDITIONED OR DELAYED", whether or not they are in fact followed by
that phrase or a phrase of like import. "WRITING", "WRITTEN" and comparable
terms refer to printing, typing and other means of reproducing words (including
electronic media) in a visible form. References to any agreement or contract are
to that agreement or contract as amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof. References to any Person
include the successors and permitted assigns of that Person. References from or
through any date mean, unless otherwise specified, from and including or through
and including, respectively. References to "LAW" or "LAWS" shall be deemed to
include any and all Applicable Law.

                                     ARTICLE 2
                                PURCHASE AND SALE

          2.01 [Intentionally omitted]

          2.02 Purchase and Sale of the Purchased Assets. Except as otherwise
provided below, upon the terms and subject to the conditions of this Agreement,
CellStar agrees to cause each Asset Selling Entity to, and each Asset Selling
Entity shall, sell, convey, assign, deliver and transfer to Buyer (or one or
more of its permitted assignees), and Buyer shall (or shall cause one or more of
its permitted assignees to) purchase, acquire and accept from each Asset Selling
Entity, free and clear of all Liens (except in favor of Raymond Leasing
Corporation and Wells Fargo Financial Leasing Inc. in respect of leased
equipment referred to SCHEDULE 3.11), all of such Asset Selling Entity's right,
title and interest in, to and under all of the assets, rights, properties and
business, of every kind and description, owned, held or used in the conduct of
the Business by the Asset Selling Entities as the same shall exist on the
Closing Date, except for the Excluded Assets (the "PURCHASED ASSETS"). SCHEDULE
2.02 (including, for purposes hereof, all subschedules annexed hereto which
include references to "2.02" in the captions thereof) sets forth a list of the
Purchased Assets, including the name of the applicable Seller, location and book
value as of a recent practicable date. The Purchased Assets include the Seller
Intangibles, Registrations and Intellectual Property Rights of the Sellers,
except as otherwise provided in Section 2.03(f) in respect of the Excluded
Foreign Intangibles; and all right, title and interest of Sellers to and under
the following that are owned, held or used in the conduct of the Business:

               (a) the Leased Real Property (including all right and interest,
if any, in and to all Leasehold Improvements thereon) listed in SCHEDULE
1.01(A)(V) annexed hereto;

               (b) all personal property and interests therein (including
machinery, equipment, tools, spare parts, furniture, office furnishings and
vehicles) located at (i) the Leased


                                      -11-

<PAGE>

Real Property described in clause (a) above or (ii) that portion of any facility
used by the Business other than such Leased Real Property, all as set forth in
SCHEDULE 2.02(B);

               (c) all raw materials, work-in-process, finished goods, supplies,
spare parts, packaging and other inventories, wherever located including
inventories in transit to Sellers' facilities or otherwise;

               (d) all rights (including rights in respect of non-performance or
breach) under all Contracts relating primarily to the Business, including all
purchase orders of the Asset Selling Entities relating primarily to the
Business, including, for the avoidance of doubt, all rights of NAC under the
Technical Service Agreement and the Supply Agreement, and all rights of the
Sellers to sell and distribute products and services into Colombia on the same
terms and conditions as are applicable to Sellers on the date hereof (with all
of the Contracts that individually (or, if related, in the aggregate) involve
the payment, to or from CellStar or any of its Subsidiaries, of in excess of
$50,000 since November 30, 2005 being identified as such on SCHEDULE 2.02(D)
annexed hereto);

               (e) all third party trade accounts or notes receivable and other
receivables and all schedules, records and other documentation related to such
receivables;

               (f) all prepaid assets and claims for refunds or deposits;

               (g) all licenses, permits, qualifications or other governmental
authorizations transferable without consent of any Governmental Authority and
such other licenses, permits, qualifications, or other governmental
authorizations for which consent to transfer is obtained on or prior to (or,
pursuant to Section 2.06, after) the Closing Date;

               (h) all books, records, files and papers, whether in hard copy or
computer format, including any information relating to any Tax imposed on the
Purchased Assets;

               (i) except as set forth on SCHEDULE 2.02(I), all insurance
benefits, including rights and proceeds payable on or after the Closing Date;

               (j) goodwill associated with the Purchased Assets, including the
Registrations, the Seller Intangibles (whether or not material to the Business
as presently conducted or as proposed to be conducted), and the Business;

               (k) all rights and claims under any and all transferable
warranties extended by suppliers, vendors, contractors, manufacturers and
licensors in relation to any of the equipment, Seller Intangibles and the
software and hardware assets described in this Section 2.02;

               (l) to the extent permitted by Applicable Law, the personnel
records (including all human resources and other records) of Transferred
Employees;


                                      -12-

<PAGE>

               (m) advertising, sales and promotional literature, other sales
and marketing-related materials and customer, vendor, supplier, contractor and
service provider lists relating to the Business;

               (n) all claims, causes of action, judgments, reimbursements and
demands, whether known or unknown, contingent or otherwise related to either (i)
the Purchased Assets, including the right to sue for past infringement of any
Seller Intangibles or Intellectual Property Rights, or (ii) Assumed Liabilities;

               (o) [Intentionally omitted];

               (p) all other assets listed on SCHEDULE 2.02(P); and

               (q) all assets, including without limitation ideas, concepts,
methods, processes, discoveries, software or other intangible assets of any
nature, directly and indirectly relating to any business or prospective
business, including without limitation CellStar Financo, Inc. involving the
lease or sale of equipment (other than handsets and accessories), and/or the
modification of handsets and related devices.

          2.03 Excluded Assets. Notwithstanding any provision of this Agreement
to the contrary, Buyer expressly understands and agrees that the following
assets and properties of CellStar and its Subsidiaries (the "EXCLUDED ASSETS"),
all of which are described on SCHEDULE 2.03 (including, for purposes hereof, all
subschedules annexed hereto which include references to "2.03" in the captions
thereof) annexed hereto, shall be excluded from the Purchased Assets:

               (a) all of CellStar's and its Subsidiaries' cash and cash
equivalents on hand and in banks;

               (b) the Tax records (including Tax Returns and supporting work
papers) covering any period or transaction of any Asset Selling Entity occurring
prior to the Closing Date (provided that Buyer shall be entitled to copies of
any such Tax Returns and other documents to the extent specifically provided in
Article 8 hereof);

               (c) Sellers' Mexico operations that reside exclusively within
Mexico and Sellers' Chile operations that reside exclusively within Chile;

               (d) CellStar's 19% ownership interest in CellStar Colombia Ltda.
(excluding the Technical Service Agreement and the Supply Agreement);

               (e) the promissory notes held by CellStar in connection with the
sale of its Asia, Peru and Colombia operations;

               (f) Sellers' right, title, and interest in and to the (i)
trademarks and/or service marks (including stylized and design marks) "Celular
Express", "Celular Express Mucho Mas Que Telefonia Celular", "Inovacion y
Tecnologia Movil", "Celex" and "Pin Virtual", and all registrations and
applications therefor; (ii) the domain names "celularexpress.com.mx" and
"celex.com.mx"; and (iii) the company names "Celular Express S.A. de C.V.",
"Communicacion


                                      -13-

<PAGE>

Inalambrica Inteligente, S.A. de C.V.", and "Celular Express Management S.A. de
C.V." in Mexico ("EXCLUDED FOREIGN INTANGIBLES");

               (g) any claims which may exist against third parties related to
CellStar's Asia operations;

                (h) all rights of CellStar or any of its Subsidiaries arising
under the Transaction Documents or the transactions contemplated thereby;

               (i) the right to use Suite 172 at Texas Stadium in Irving, Texas
and all related rights in respect thereof;

               (j) all intercompany receivables listed on SCHEDULE 2.03(J) ; and

               (k) any rights of CellStar under that certain Stock Purchase
Agreement dated November 11, 2004, and associated Deed of Option dated November
19, 2004, in respect of CellStar's former Singapore operations.

          2.04 Assumed Liabilities. Upon the terms and subject to the conditions
of this Agreement, Buyer agrees, effective at the time of the Closing, to assume
only the Liabilities of CellStar or any of its Subsidiaries exclusively relating
to or arising out of the Purchased Assets or the conduct of the Business (the
"ASSUMED LIABILITIES") which are listed on SCHEDULE 2.04 (including, for
purposes hereof, all subschedules annexed hereto which include references to
"2.04" in the captions thereof), which Schedule shall be updated with respect to
the amount of such Liabilities by mutual written agreement of the Parties within
ten (10) days prior to the Closing Date.

          2.05 Excluded Liabilities. Buyer is assuming only the Assumed
Liabilities from CellStar and its Subsidiaries and is not assuming any other
Liability of CellStar or any of its Subsidiaries of whatever nature, whether
presently in existence or arising hereafter. All such other Liabilities of
CellStar or its Subsidiaries shall be retained by and remain Liabilities of
CellStar or its Subsidiaries, as applicable (all such Liabilities of CellStar or
its Subsidiaries not being assumed being herein referred to as the "EXCLUDED
LIABILITIES"), including without limitation, the following (which shall be
Excluded Liabilities):

               (a) all Liabilities to the extent arising out of or relating to
the operation or conduct by CellStar or any of its Subsidiaries of any Retained
Businesses, including, without limitation, any outstanding checks of CellStar or
any of its Subsidiaries, and those Liabilities set forth on SCHEDULE 2.05(A);

               (b) all Liabilities to the extent arising out of or relating to
any Excluded Asset;

                (c) all Liabilities and commitments of CellStar and its
Subsidiaries in respect of Taxes, other than those Liabilities and commitments
for which Buyer is responsible pursuant to Section 7.02;


                                      -14-
<PAGE>

               (d) any compensation or benefits payable to present or past
employees of CellStar or any of its Subsidiaries, including without limitation,
any Liabilities arising under any Employee Plan or other employee benefit plan
and any of CellStar's or its Subsidiaries' obligations for vacation, holiday or
sick pay, including obligations thereof for vacation or holiday pay accrued
prior to Closing for employees who are not Transferred Employees;

               (e) subject to the provisions of Article 8 hereof (including
SCHEDULE 8.01(I) and SCHEDULE 8.01(II)), any obligations under any employment,
consulting or non-competition agreement, change of control agreement, indemnity
agreement, any retention or performance-based bonus or other compensation
agreement, and any similar agreements, whether written or oral, and any
liabilities or obligations arising out of the termination by CellStar of any of
its employees in anticipation or as a consequence of, or following, consummation
of the transactions contemplated by the Transaction Documents;

               (f) except as otherwise provided in Article 8 hereof (including
SCHEDULE 8.01(I) and SCHEDULE 8.01(II)), all Liabilities and commitments
relating to (i) current or former employees of CellStar or any of its
Subsidiaries, (ii) current or former employees (A) that are expressly retained
by CellStar pursuant to Article 8 or SCHEDULE 2.05(F) annexed hereto or (B) for
which a specific prepaid asset (e.g., an insurance policy), if any, is not sold,
conveyed, transferred, assigned or delivered to Buyer, subject to the terms and
conditions of the applicable Employee Plan (in the case of a Liability or
commitment relating to an Employee Plan); (iii) employees who, as of the Closing
Date, are on a leave of absence resulting from a reduction in force or a
"bridging" of age and/or service credit for purposes of an Employee Plan; (iv)
compensation deferred by employees prior to the Closing Date; and (v) stock
option and other equity-based compensation plans of CellStar;

               (g) all Indebtedness and capital lease obligations of CellStar
and its Affiliates and Subsidiaries;

               (h) all obligations to any broker, finder or agent for any
investment banking or brokerage fees, finders fees or commission relating to the
transactions contemplated by this Agreement and any other fees and expenses for
which CellStar is responsible pursuant to Section 12.03;

               (i) all indemnification obligations owed to any Person who is or
was an officer or director of CellStar or any Subsidiary prior to the Closing in
respect of actions or omissions occurring prior to the Closing; (j) all
Environmental Liabilities including with respect to any release of Hazardous
Materials after the Closing Date to the extent said Environmental Liabilities
arise from or in connection with conditions, events or circumstances occurring
on or before the Closing Date, including without limitation the migration of
Hazardous Materials which were released on or prior to the Closing Date;

               (k) all Liabilities arising out of intentional violations of
Applicable Law that are punishable by a material criminal fine or imprisonment;


                                      -15-

<PAGE>

               (l) any Liabilities of CellStar or any of its Affiliates relating
to or arising out of state and federal securities laws, rules, and regulations,
fiduciary duties, the Sarbanes-Oxley Act of 2002, as amended (the
"SARBANES-OXLEY ACT"), the listing requirements of the over-the-counter market,
Pink Sheets or other national securities exchange or other automated interdealer
quotation system on which the shares or debt securities of CellStar or any
Subsidiary thereof are or have been listed, or in connection with any
investigation by the National Association of Securities Dealers, Inc. or any
criminal investigation by any state, federal or foreign authority;

               (m) any Liabilities of CellStar, its Subsidiaries or current or
former Affiliates thereof, if any, other than the Assumed Liabilities;

               (n) all Liabilities to the extent arising out of or relating to
any right, title, or interest in or to (i) the trademarks and/or service marks
(including stylized and design marks) "Celular Express", "Celular Express Mucho
Mas Que Telefonia Celular", "Inovacion y Tecnologia Movil", "Celex" and "Pin
Virtual", and all registrations and applications therefor; (ii) the domain names
"celularexpress.com.mx" and "celex.com.mx"; and (iii) the company names "Celular
Express S.A. de C.V.", "Celular Express Management S.A. de C.V.", "Communicacion
Inalambrica Inteligente, S.A. de C.V."; and

               (o) all Liabilities which are indicated on a Schedule hereto as
being excluded liabilities.

          2.06 Consent of Third Parties; Further Assurances.

               (a) Sellers and Buyer shall execute and deliver, or cause to be
executed and delivered by their respective Subsidiaries and Affiliates, such
additional instruments of conveyance and transfer as Buyer or Sellers may
reasonably request or as may be otherwise necessary to fully convey or transfer
to, and vest in, Buyer and put Buyer in possession of, the Purchased Assets and
for Buyer to assume any part of the Assumed Liabilities and for Buyer to succeed
to the Business. Nothing in this Agreement shall be construed as an attempt or
agreement to assign any asset, Contract, permit, license or other right or
obligation which would otherwise be included in the Purchased Assets or Assumed
Liabilities, as appropriate, but which is by its terms or by law non-assignable
without the consent of the other party or parties thereto or any Governmental
Authority unless such consent shall have been given, or as to which all the
remedies for the enforcement thereof enjoyed by any Seller or the Business would
not, as a matter of law, pass to Buyer as an incident of the assignments
provided for by this Agreement (the "NON-ASSIGNABLE ASSETS"). Prior to Closing,
and, if Buyer determines in its sole discretion to waive the condition to
Closing set forth in SECTION 9.02(C) with respect to any such Non-Assignable
Asset, then for a one (1) year period after the Closing (or such shorter period
as specified elsewhere in this Agreement with respect to specific types of
Purchased Assets or Assumed Liabilities or, if earlier, the liquidation or
dissolution of CellStar), Sellers agree to use their reasonable best efforts to
obtain any such consents promptly. At such time as any Non-Assignable Asset is
properly assigned to Buyer, such Non-Assignable Asset shall cease to be a
Non-Assignable Asset and become a Purchased Asset.


                                      -16-

<PAGE>

               (b) Following the Closing for an indefinite period and until such
time as such Non-Assignable Assets may be properly assigned to Buyer, or, if
earlier, the liquidation or dissolution of CellStar, such Non-Assignable Assets
shall be held by CellStar (or the related Subsidiary or Affiliate of CellStar)
in trust for Buyer and the covenants and obligations thereunder shall be
performed by Buyer in the name of CellStar (or the related Subsidiary or
Affiliate of CellStar) and all benefits and obligations existing thereunder
shall be for the account of Buyer. During such period, Sellers shall take or
cause to be taken such action in their name or otherwise as Buyer may reasonably
request so as to provide Buyer with the benefits of the Non-Assignable Assets
and to effect collection of money or other consideration to become due and
payable under the Non-Assignable Assets, and Sellers shall promptly pay over to
Buyer all money or other consideration received by them (or their Affiliates or
Subsidiaries) in respect of all Non-Assignable Assets. Following the Closing,
Sellers shall be deemed to have authorized Buyer to the extent permitted by
Applicable Law and the terms of the Non-Assignable Assets, to perform all of the
obligations and receive all of the benefits under the Non-Assignable Assets and
hereby appoints Buyer its attorney-in-fact to act in their name on their behalf
(and on behalf of its Subsidiaries and Affiliates) with respect thereto.

          2.07 Purchase Price; Escrow. (a) In consideration of the sale and
transfer of the Purchased Assets and the assumption of the Assumed Liabilities,
Buyer agrees to purchase the Purchased Assets from Sellers for the aggregate
purchase price (the "PURCHASE PRICE") of $88,000,000 (Eighty Eight Million
Dollars). The Purchase Price shall be paid in cash as provided in Section
2.08(b) and shall be subject to adjustment as provided in Sections 2.08 and
2.09. CellStar shall be treated as receiving a portion of the Purchase Price as
agent for its Affiliates actually selling the Purchased Assets consistent with
the allocation of the Purchase Price agreed to by CellStar and Buyer prior to
the Closing Date in accordance with SCHEDULE 2.07 annexed hereto, which Schedule
shall set forth the allocations in respect of the respective Sellers.

               (b) At the Closing, Buyer shall deposit $8,800,000 (Eight Million
Eight Hundred Thousand Dollars) of the Purchase Price amount (the "ESCROW
AMOUNT") into an Escrow Account (the "ESCROW ACCOUNT"), pursuant to the terms of
the Escrow Agreement as security for the indemnification obligations of CellStar
pursuant to Section 10.01 for a period of six months from the Closing Date
("ESCROW PERIOD"). The Escrow Amount shall be held and disbursed from the Escrow
Account in the manner set forth in the Escrow Agreement, it being acknowledged
by the Parties that the escrow arrangements contemplated hereby, including the
Escrow Agreement, shall be available as a non-exclusive remedy for any claim for
a breach of the representations, warranties and covenants contained in this
Agreement, including any claim under Article 10 hereof.

          2.08 Closing. (a) The closing (the "CLOSING") of the purchase and sale
of the Purchased Assets and the assumption of the Assumed Liabilities hereunder
shall take place at the offices of Blank Rome LLP, 405 Lexington Avenue, New
York, New York, as soon as possible, but in no event later than five (5)
Business Days, after satisfaction (or, to the extent permitted by Applicable
Law, waiver) of the conditions set forth in Article 9 (other than those
conditions that by their nature are to be satisfied at the Closing, but subject
to the fulfillment or, to the extent permitted by Applicable Law, waiver of
those conditions), or at such other time or place as Buyer and CellStar may
agree.


                                      -17-

<PAGE>

               (b) At the Closing:

                     (i) Buyer shall deliver to CellStar, in immediately
available funds by wire transfer to an account or accounts designated by
CellStar by notice to Buyer (such notice to be delivered to Buyer not later than
two (2) Business Days prior to the Closing Date), an amount equal to the
Purchase Price, minus the Escrow Amount, (A) plus the Estimated Net Working
Capital Adjustment Amount, as an adjustment to the Purchase Price, if Estimated
Net Working Capital exceeds Baseline Net Working Capital, or (B) minus the
Estimated Net Working Capital Adjustment Amount, as an adjustment to the
Purchase Price, if Baseline Net Working Capital exceeds Estimated Net Working
Capital;

                    (ii) The Sellers and Buyer shall enter into the Transaction
Documents such Parties are to be a party thereto (other than this Agreement);

                    (iii) The Sellers shall deliver certificates, in form and
substance reasonably satisfactory to Buyer, from CellStar and its relevant
Subsidiaries, duly executed and acknowledged, certifying that the transactions
contemplated by this Agreement are exempt from withholding under Section 1445 of
the Code;

                    (iv) The Sellers shall deliver to Buyer such deeds, bills of
sale, assignments of all Seller Intangibles (including all Intellectual Property
Rights in respect thereof but not including the Excluded Foreign Intangibles),
endorsements, Consents, assignments and other good and sufficient instruments of
conveyance and assignment in form and substance reasonably satisfactory to
Buyer, as the Parties and their respective counsel shall deem reasonably
necessary to vest in Buyer all right, title and interest in, to and under the
Purchased Assets and to evidence Buyer's assumption of the Assumed Liabilities
free and clear of all Liens, other than Permitted Liens; and

                    (v) Buyer and CellStar shall deliver or shall cause to be
delivered such other documents as may be required pursuant to Article 9 hereof.

          2.09 Net Working Capital and Net Other Assets and Liabilities
Adjustments. The Purchase Price shall be subject to adjustment as determined
pursuant to this Section 2.09.

               (a) If Net Working Capital exceeds the Estimated Net Working
Capital, then Buyer shall pay to CellStar an amount equal to the Net Working
Capital Adjustment Amount (as defined below) in accordance with the provisions
of this Section 2.09. If Net Working Capital is less than the Estimated Net
Working Capital, then CellStar shall pay to Buyer the Net Working Capital
Adjustment Amount in accordance with the provisions of this Section 2.09. "NET
WORKING CAPITAL" shall mean and be, with respect to the Business and reflected
in the Business Financial Statements as of the Closing Date, (x) the value of
the accounts receivable and inventories, less (y) the accounts payable
(excluding that certain payable referred to on SCHEDULE 2.09(A)(I)) and deferred
revenue (to the extent that deferred revenue is in excess of $350,000 (Three
Hundred Fifty Thousand Dollars)), of the Asset Selling Entities. Net Working
Capital (and its components) will: (a) be determined in accordance with GAAP,
consistently applied, as modified by, and otherwise prepared in accordance with,
the net working capital accounting principles set forth on SCHEDULE 2.09(A)(II)
(the "NET WORKING CAPITAL


                                      -18-

<PAGE>

ACCOUNTING PRINCIPLES"), (b) be calculated separately for the United States and
Miami businesses, (c) exclude all intercompany balances outstanding between
CellStar and its Affiliates and Subsidiaries and (d) exclude all Excluded Assets
and Excluded Liabilities. For purposes hereof, (i) "BASELINE NET WORKING
CAPITAL" shall be $36,350,000 (Thirty Six Million Three Hundred Fifty Thousand
Dollars), as such amount may be reduced in accordance with Section 9.02(o)
hereof and (ii) "NET WORKING CAPITAL ADJUSTMENT AMOUNT" shall mean and be equal
to the difference between Net Working Capital and the Estimated Net Working
Capital, whether such difference is a positive or a negative number. SCHEDULE
2.09(A)(IV) annexed hereto sets forth, for illustrative purposes only, an
example of the calculation of Net Working Capital as of September 30, 2006.

               (b) Within five (5) Business Days prior to the Closing, but in no
event less than two (2) days prior to the Closing, CellStar shall deliver to
Buyer a statement, certified (in the form annexed hereto as EXHIBIT E) by the
chief administrative officer and the chief financial officer of CellStar (in
their executive capacities on behalf of CellStar but not in their individual
capacities), reflecting CellStar's good faith best estimate of Net Working
Capital as of the Closing Date (the "ESTIMATED NET WORKING CAPITAL"), and the
basis for such calculation, prepared in accordance with GAAP, consistently
applied, as modified by, and otherwise prepared in accordance with, the Net
Working Capital Accounting Principles, which Estimated Net Working Capital and
statement shall be subject to the approval of Buyer in its sole and absolute
discretion. The Schedule reflecting the agreed upon Estimated Net Working
Capital shall be attached hereto as SCHEDULE 2.09(B). Sellers shall (i) provide
Buyer and its Representatives reasonable access during normal business hours to
all relevant work papers, trial balances, employees, internal and external
accountants and auditors, plants, offices, warehouses and other facilities, all
books and records and other financial information to the extent necessary or
useful to complete their analysis of Estimated Net Working Capital and the
statement in respect thereof, (ii) cause CellStar and its Subsidiaries' officers
and advisors (including counsel, financial advisors and auditors) to furnish
Buyer's Representatives with such financial and operating data and other
information with respect to the Business, properties and personnel of Sellers
and their Subsidiaries as Buyer's Representatives may from time to time
reasonably request and (iii) cooperate with Buyer's Representatives' reasonable
requests with respect to the review of Estimated Net Working Capital and the
statement in respect thereof.

               (c) If Net Other Assets and Liabilities is a net liability of
more than $3,000,000 (Three Million Dollars), then CellStar shall pay Buyer the
amount by which the Net Other Assets and Liabilities is a net liability in
excess of $3,000,000 (Three Million Dollars) (the "NET OTHER ASSETS AND
LIABILITIES ADJUSTMENT AMOUNT") in accordance with the provisions of this
Section 2.09. If Net Other Assets and Liabilities is either a net asset or a net
liability of less than $3,000,000 (Three Million Dollars), there shall be no Net
Other Assets and Liabilities Adjustment Amount. "NET OTHER ASSETS AND
LIABILITIES" shall mean and be, with respect to the Business and reflected in
the Business Financial Statements as of the Closing Date, (x) the value of all
prepaid assets (referred to in the Business Financial Statements as Prepaid
Expense which include Prepaid Value Added Tax and prepaid Other Expenses, plus
net property and equipment (referred to in the Business Financial Statements as
Net Fixed Assets), plus other non-current assets (referred to in the Business
Financial Statements as Other Non-Current Assets) plus Seller's corporate fixed
assets as identified in SCHEDULE 2.02(B) less (y) accrued expenses of the Asset
Selling Entities (referred to in the Business Financial Statements as


                                      -19-

<PAGE>

Accrued Other Expenses) and Seller's corporate accrued expenses assumed by Buyer
as set forth in SCHEDULE 2.05(A). Net Other Assets and Liabilities (and its
components) will: (a) be determined in accordance with GAAP, consistently
applied, as modified by, and otherwise prepared in accordance with, the net
other assets and liabilities principles set forth on SCHEDULE 2.09(C)(I) (the
"NET OTHER ASSETS AND LIABILITIES ACCOUNTING PRINCIPLES"), (b) be calculated
separately for the United States, Miami and Seller's corporate operations, (c)
exclude all intercompany balances outstanding between CellStar and its
Affiliates and Subsidiaries, and (d) exclude all Excluded Assets and Excluded
Liabilities. SCHEDULE 2.09(C)(III) annexed hereto sets forth, for illustrative
purposes only, an example of the calculation of Net Other Assets and Liabilities
and the Net Other Assets and Liabilities Adjustment Amount as of September 30,
2006.

               (d) As promptly as practicable after the Closing, Buyer shall
deliver to CellStar a statement setting forth the calculation of Net Working
Capital and Net Other Assets and Liabilities, which statement shall be audited
by Ernst & Young LLP (or another independent registered public accounting firm
retained by Buyer) and certified, in the manner contemplated by Section 2.09(b)
hereof, by the chief financial officer of Buyer (in his executive capacity on
behalf of Buyer but not in his individual capacity), as of the close of business
New York City time on the day immediately preceding the Closing Date (the "BUYER
NET WORKING CAPITAL AND NET OTHER ASSETS AND LIABILITIES") and the basis for
such calculation prepared in accordance with GAAP, consistently applied, as
modified by, and otherwise prepared in accordance with, the Net Working Capital
Accounting Principles (such date of delivery, the "SETTLEMENT DATE").

               (e) As promptly as practicable, but in no event after thirty (30)
days following the Settlement Date, CellStar shall deliver to Buyer a notice of
acceptance (an "ACCEPTANCE NOTICE") or a notice of objection (an "OBJECTION
NOTICE") with respect to Buyer Net Working Capital and Net Other Assets and
Liabilities. If an Acceptance Notice is delivered to Buyer or if no Objection
Notice is delivered to Buyer within such thirty (30) day period, such Buyer Net
Working Capital and Net Other Assets and Liabilities shall be final and binding
on the Parties as Net Working Capital and Net Other Assets and Liabilities and
shall be used to calculate the Net Working Capital Adjustment Amount and the Net
Other Assets and Liabilities Adjustment Amount, if any. Any Objection Notice
shall specify in reasonable detail the items in Buyer Net Working Capital and
Net Other Assets and Liabilities disputed by CellStar and shall describe in
reasonable detail the basis for the objection and all information in the
possession of CellStar which forms the basis therefor, as well as the amount in
dispute. If an Objection Notice is given in accordance herewith, Buyer and
CellStar shall consult with each other with respect to the objection and use
their respective reasonable best efforts to reach agreement on the disputed
items and amounts in order to agree on a calculation of Net Working Capital and
Net Other Assets and Liabilities. If Buyer and CellStar are unable to reach
agreement within thirty (30) days after an Objection Notice has been given, and
all unresolved disputed items shall be promptly referred to
PricewaterhouseCoopers LLP or such other independent registered public
accounting firm as shall be mutually agreed upon by the Parties (the
"INDEPENDENT ACCOUNTING FIRM"). Each Party agrees to execute, if requested by
the Independent Accounting Firm, a reasonable engagement letter. The Independent
Accounting Firm shall act as an arbitrator to determine, based solely on the
provisions of this Section 2.09, and the presentations by Sellers' and Buyer's
respective Representatives, and not by independent review, only those issues
still in dispute. The Independent Accounting Firm's determination shall be made
within thirty (30) days


                                       -20-

<PAGE>

of the dispute being submitted for their determination, shall be set forth in a
written statement delivered to Sellers and Buyer. Any resolution hereunder,
whether by the parties, or the Independent Accounting Firm, as set forth above,
shall be final, non-appealable and binding on the Parties hereto, absent actual
fraud, intentional misrepresentation or manifest error. A judgment of a court of
competent jurisdiction may be entered upon the Independent Accounting Firm's
determination. The Independent Accounting Firm shall have exclusive jurisdiction
over, and resort to the Independent Accounting Firm provided in this Section
2.09 shall be the only recourse and remedy of the Parties against one another
with respect to, any disputes arising out of or relating to the adjustments
pursuant to this Section 2.09. The fees, costs and expenses of the Independent
Accounting Firm shall be borne by the Sellers, on the one hand and the Buyer, on
the other, based upon the percentage which the portion of the contested amount
not awarded to each Party bears to the amount actually contested by such Party.

               (f) The Net Working Capital Adjustment Amount and the Net Other
Assets and Liabilities Adjustment Amount, if any, shall be paid by the
appropriate Party in accordance with Section 2.09 within five (5) Business Days
following the final determination of Net Working Capital and Net Other Assets
and Liabilities by wire transfer of immediately available funds to a bank
account designated in writing by the recipient prior thereto, together with
interest thereon at an annual rate of ten percent (10%), based on a three
hundred sixty (360) day year, from and including the day immediately following
the Closing Date, and up to, but not including, the date of payment
("INTEREST").

               (g) Buyer and CellStar agree that they will, and agree to cause
their respective independent accountants to, reasonably cooperate and assist in
the calculation of Net Working Capital and Net Other Assets and Liabilities and
in the conduct of the procedures referred to in this Section 2.09, including
without limitation, making available to the extent reasonably necessary books,
records, work papers, trial balances, other financial information and personnel,
including the execution of customary release or indemnification letters required
by the Independent Accounting Firm or taking of physical inventory.

                                    ARTICLE 3
              REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS

     Sellers jointly and severally represent and warrant to, and covenant with,
Buyer, as of the date hereof and as of the Closing, that:

          3.01 Corporate Existence and Power. Each Seller is a corporation duly
incorporated or organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has all corporate powers and all
governmental licenses, authorizations, permits, consents and approvals required
to carry on the Business as now conducted and to own or lease and operate its
properties in the places where the Business is now conducted and such properties
are now owned, leased or operated. True, complete and correct copies of the
formation documents, bylaws and other governance documents of each Seller have
been delivered to Buyer prior to the date hereof. SCHEDULE 3.01 annexed hereto
sets forth the name, outstanding equity ownership and business and other
activities of each Subsidiary of CellStar.

          3.02 Corporate Authorization. The execution, delivery and performance
by each Seller of the Transaction Documents to which it is a party and the
consummation of the


                                      -21-

<PAGE>

transactions contemplated thereby are within such Seller's corporate powers and
authority and have been duly authorized by all necessary corporate action on the
part of such Seller, other than the Seller Stockholders' Approval. This
Agreement and the other Transaction Documents to which the Sellers are a party,
and the transaction contemplated hereby, and thereby have been approved by the
unanimous vote of the Board of Directors of each Seller. No other proceedings on
the part of such Seller are necessary to approve or authorize the execution and
delivery of the Transaction Documents, the performance of such Seller's
obligations thereunder or the consummation of the transactions contemplated
thereunder, other than the Seller Stockholders' Approval. This Agreement has
been duly and validly executed and delivered by each Seller and constitutes a
valid and binding agreement of each Seller. Each other Transaction Document will
be duly and validly executed by each Seller party thereto at or prior to the
Closing and, upon such execution and delivery by such Seller and the due and
valid execution and delivery of such Transaction Document by each other party
thereto, will constitute a valid and binding agreement of such Seller,
enforceable against such Seller in accordance with its terms.

          3.03 Governmental Authorization. The execution, delivery and
performance by each Seller of the Transaction Documents to which it is a party
and the consummation of the transactions contemplated thereby require no action
by or in respect of, or filing with, any Governmental Authority other than
compliance with any applicable requirements of the HSR Act, any other
Competition Laws and the Exchange Act.

          3.04 Noncontravention. Except (i) as disclosed on SCHEDULE 3.04
annexed hereto or (ii) as disclosed in writing to Buyer concurrently with the
execution and delivery of this Agreement, the execution, delivery and
performance by each Seller of the Transaction Documents to which it is a party
and the consummation of the transactions contemplated thereby do not and will
not (i) violate the certificate of incorporation or bylaws or other governing
document of such Seller or any Subsidiary, (ii) result in a violation of any
Applicable Law, (iii) violate or result in a breach of or constitute a default
under or give rise to any right of termination, cancellation or acceleration of
any right or obligation or to a loss of any benefit relating to the Business to
which such Seller or any of its Subsidiaries is entitled under any provision of
any agreement or other instrument binding upon such Seller or any of its
Subsidiaries, or (iv) result in the creation or imposition of any Lien on any
Purchased Asset, except for Permitted Liens.

          3.05 Required Consents. SCHEDULE 3.05 annexed hereto sets forth each
agreement required to be set forth in SCHEDULE 3.14 OR SCHEDULE 2.02(D)
requiring a consent, approval, authorization, notice, payment or other action by
any Person as a result of the execution, delivery and performance of this
Agreement (the "REQUIRED CONSENTS"). No other filing with or notice to and no
Consent is necessary for the execution and delivery by Sellers of this
Agreement, the performance of Sellers' obligations hereunder, or the
consummation of the transactions contemplated by the Transaction Documents,
other than the Seller Stockholders' Approval and compliance with any applicable
requirements of the HSR Act, any other Competition Laws and the Exchange Act.

          3.06 [Intentionally omitted]


                                      -22-

<PAGE>

          3.07 Business Financial Statements. SCHEDULE 3.07 annexed hereto sets
forth a true, correct and complete copy of the unaudited statement of assets and
liabilities of the Business as of November 30, 2005 and the related unaudited
statement of revenue and expenses for the year ended November 30, 2005, and the
unaudited interim statement of assets and liabilities as of September 30, 2006
and October 31, 2006 and the related unaudited interim statement of revenue and
expenses for the ten (10) months ended September 30, 2006 and eleven (11) months
ended October 31, 2006, respectively, for the Business (collectively, the
"BUSINESS FINANCIAL STATEMENTS"). The Business Financial Statements include
separate financial statements in respect of the United States and Miami
businesses. The Business Financial Statements are derived from the books and
records of CellStar and its Subsidiaries and the audited consolidated financial
statements of CellStar and its Subsidiaries (which were prepared in accordance
with GAAP) and fairly present the assets and liabilities of the Business as of
the dates thereof, and the results of operations of the Business for the periods
then ended. The Business Financial Statements do not contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained therein not misleading.

          3.08 SEC Filings; Financial Statements; Disclosure Controls.

               (a) Except as set forth on SCHEDULE 3.08(A) annexed hereto,
CellStar has timely filed with the SEC all forms, reports, schedules, statements
and other documents required to be filed by it since January 1, 2003 under the
Exchange Act or the Securities Act, including all such documents filed after the
date hereof and prior to the Closing Date (as such documents have been amended
since the time of their filing and all documents incorporated by reference
therein, collectively, the "SELLER SEC DOCUMENTS"). None of CellStar's
Subsidiaries is required to file any form, report, schedule, statement or other
document with the SEC. As of their respective dates and if amended prior to the
date hereof, as of the date of the last such amendment, Seller SEC Documents (i)
did not, and all documents filed by CellStar with the SEC under the Exchange Act
or the Securities Act between the date of this Agreement and the Closing Date
will not, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were or
will be made, not misleading, and (ii) complied, and all documents filed by
CellStar with the SEC under the Exchange Act or the Securities Act between the
date of this Agreement and the Closing Date will comply, in all material
respects with the applicable requirements of the Exchange Act and the Securities
Act, as the case may be, at such time of filing. As used in this Section 3.08,
the term "file" shall be broadly construed to include any manner in which a
document or information is furnished, supplied or otherwise made available to
the SEC.

               (b) Except as set forth on SCHEDULE 3.08(B) annexed hereto,
CellStar's financial statements (including in each case, any related notes
thereto), contained or reflected in Seller SEC Documents (the "SELLER FINANCIAL
STATEMENTS") (i) were, and all Seller Financial Statements contained or
reflected in documents filed by CellStar with the SEC under the Exchange Act or
the Securities Act between the date of this Agreement and the Closing Date will
be, prepared from the books and records of CellStar and its Subsidiaries; (ii)
was, and all Seller Financial Statements contained or reflected in documents
filed by CellStar with the SEC under the Exchange Act or the Securities Act
between the date of this Agreement and the Closing Date will be, prepared in
accordance with GAAP throughout the periods involved


                                      -23-

<PAGE>

(except as may be indicated therein or in the notes thereto or, in the case of
unaudited statements, except that such unaudited statements do not contain
footnotes as permitted by Form 10-Q under the Exchange Act); (iii) complied in
all material respects with all applicable accounting requirements and with the
published rules and regulations of the SEC with respect thereto as in effect on
the date of filing; (iv) except with respect to the unaudited Seller Financial
Statements contained in the Seller SEC Documents filed on Form 10-Q under the
Exchange Act, was accompanied by unqualified reports from the independent
auditor opining on the same as to the Seller Financial Statements contained
therein; and (v) fairly present, and all Seller Financial Statements contained
or reflected in documents filed by CellStar with the SEC under the Exchange Act
or the Securities Act between the date of this Agreement and the Closing Date
will fairly present, in all material respects, the consolidated financial
position of CellStar and its Subsidiaries as of their respective dates and the
consolidated results of their respective operations and cash flows for the
periods indicated therein, except that the unaudited interim Seller Financial
Statements were or will be subject to normal year end audit adjustments which
were not and will not be expected to be material in the aggregate.

               (c) Except as set forth in SCHEDULE 3.08(C), (I) CellStar
maintains a system of internal accounting controls sufficient to provide
reasonable assurance in all material respects that (i) transactions are executed
in accordance with management's general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, and
(iii) access to assets is permitted only in accordance with management's general
or specific authorization. CellStar and each of its Subsidiaries, officers and
directors are in compliance with, and have complied, in all material respects
with the applicable provisions of the Sarbanes-Oxley Act and the related rules
and regulations promulgated under such act and the Exchange Act; and (II)
CellStar has (i) implemented disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) to ensure that material information
relating to CellStar and its Subsidiaries is made known to the management of
CellStar by others within such entities, and (ii) disclosed, based on its most
recent evaluation, to CellStar's outside auditors, the audit committee of the
Seller Board (as defined in Section 5.03(a)), and Buyer (A) all significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act) that are reasonably likely to materially affect CellStar's ability
to record, process, summarize and report financial data, and (B) any fraud,
whether or not material, known to management that involves management or other
employees who, in each case, have a significant role in CellStar's internal
control over financial reporting. Except as set forth in CellStar's Annual
Report on Form 10-K for the year ended November 30, 2005 and the Quarterly
Reports on Form 10-Q thereafter filed by CellStar with the SEC, there have been
no material changes in CellStar's internal controls or in other factors that
could significantly affect CellStar's internal controls, or any significant
deficiencies or material weaknesses in such internal controls. CellStar has
conducted its business in accordance with the terms of its internal accounting
controls and procedures and has otherwise operated in compliance with the
requirements under Rules 13a-15 and 15d-15 of the Exchange Act. CellStar has
made available to Buyer complete and correct copies of all written policies,
manuals and other documents promulgating such internal accounting controls.

               (d) Except as disclosed in the Seller SEC Documents relating to
the accounts receivable and revenue issues in CellStar's Asia-Pacific region
described in


                                       -24-

<PAGE>

CellStar's Annual Report on Form 10-K for the fiscal year ended November 30,
2004, none of CellStar, its Subsidiaries nor, to the Knowledge of Sellers, any
of their respective auditors, accountants or representatives have received or
otherwise had or obtained knowledge of any complaint, allegation, assertion or
claim, whether written or, to the Knowledge of Sellers, oral, regarding the
accounting or auditing practices, procedures, methodologies or methods of
CellStar or any of its Subsidiaries or their respective internal accounting
controls, including any complaint, allegation, assertion or claim that CellStar
or any of its Subsidiaries has engaged in questionable accounting or auditing
practices.

          3.09 Absence of Certain Changes. Except as disclosed on SCHEDULE 3.09
annexed hereto, since the Balance Sheet Date, (a) the Business has been
conducted in the ordinary course consistent with past practices; (b) there has
not been any event, occurrence or development which, individually or in the
aggregate, has had or would have a Material Adverse Effect; and (c) none of
CellStar or any of its Subsidiaries has taken any of the actions listed in
Section 5.02(a)(i) through Section 5.02(a)(xvi) as if such Sections had applied
since the Balance Sheet Date.

          3.10 No Undisclosed Liabilities. There are no Liabilities of CellStar
or its Subsidiaries relating to or arising out of the Purchased Assets, or the
conduct of the Business, that in each case could constitute Assumed Liabilities
at the Closing, of any kind, other than (a) Liabilities disclosed and/or
reserved against in the Business Financial Statements, (b) Liabilities set forth
in SCHEDULE 2.04 or (c) Liabilities incurred since October 31, 2006 in the
ordinary course of business consistent with past practices.

          3.11 Assets. Except as disclosed on SCHEDULE 3.11 annexed hereto, (a)
each of the Asset Selling Entities have good and marketable title to and is the
sole lawful owner in every respect of, or has a valid leasehold interest in, all
of the tangible Purchased Assets that it is selling hereunder, free and clear of
any Liens (except for Permitted Liens), and, upon consummation of the
transactions contemplated by this Agreement, Buyer will have good and marketable
title to and be the sole lawful owner in every respect of, or have a valid
leasehold interest in, all of the tangible Purchased Assets, free and clear of
any Liens (other than the Non-Assignable Assets), except for the Permitted Liens
and (b) each party assigning a Contract pursuant to this Agreement has good and
marketable title to and is the sole owner of the associated right, title and
interest in and to each such Contract.

          3.12 Personal Property. Each item of tangible personal property
included in the Purchased Assets is in good operating condition, free of any
defects (except those resulting from normal wear and operation), and is suitable
for the purposes for which it is presently being used.

          3.13 Sufficiency of Purchased Assets. The Purchased Assets constitute
all of the property and assets (tangible and intangible) used or held for use in
the conduct of the Business as it is conducted as of the date hereof except for
the Excluded Assets and are adequate for Buyer to conduct the Business as it is
currently being conducted.

          3.14 Material Contracts. (a) Except as set forth on SCHEDULE 3.14
annexed hereto (including, for purposes hereof, all subschedules annexed hereto
which include references


                                       -25-

<PAGE>

to "3.14" in the captions thereof), with respect to the Business, no Asset
Selling Entity is a party to or bound by any of the following types of
Contracts, whether oral or written:

                    (i) any lease (whether of real or personal property)
requiring (A) annual rentals of $100,000 or more or (B) aggregate payments by or
to any Asset Selling Entity of $50,000 or more, in the case of each of clauses
(A) and (B) that cannot be terminated on not more than 120 days' notice without
payment by or on behalf of any Asset Selling Entity of any penalty;

                    (ii) any lease or agreement under which any Asset Selling
Entity is the lessor or permits any third party to hold or operate any personal
property owned or controlled by any Asset Selling Entity;

                    (iii) any agreement for the purchase of materials, supplies,
goods, services, equipment or other assets, or any other agreement under which
either (A) since January 1, 2006 there have been payments or other financial
obligations (or requirements of payments or other financial obligations) to, by
or on behalf of any Asset Selling Entity of $50,000 or more or (B) aggregate
payments to or by any Asset Selling Entity of $50,000 or more are required, in
each case that cannot be terminated on not more than 120 days' notice without
payment by any Asset Selling Entity of any penalty;

                    (iv) any sales, distribution or other similar agreement
providing for the sale to or by any Asset Selling Entity of materials, supplies,
goods, services, equipment or other assets under which since January 1, 2006
there have been payments by, to or on behalf of any Asset Selling Entity of
$50,000 or more;

                    (v) any partnership, joint venture or other similar
agreement or arrangement;

                    (vi) any contract under which CellStar or any of its
Subsidiaries has advanced or loaned any other Person any amount, other than
trade credit extended in the ordinary course of business;

                     (vii) any agreement relating to the acquisition or
disposition of any business (whether by merger, sale of stock, sale of assets or
otherwise) or any assets involving consideration in excess of $50,000, except
for purchases of inventory, capital expenditures or sales of inventory or
obsolete equipment, in each case in the ordinary course of business consistent
with past practices;

                    (viii) any agreement relating to the incurrence of
Indebtedness in excess of $25,000;

                     (ix) guaranty of any obligation in excess of $25,000;

                    (x) any agreement relating to the Business between CellStar
or any of its Affiliates on the one hand, and CellStar or any of its Affiliates,
of CellStar, on the other hand, that will not be terminated at or prior to the
Closing;


                                      -26-
<PAGE>

                    (xi) any employment, deferred compensation, severance,
retirement or other similar agreement entered into with any employee except that
severance agreements entered into with former employees prior to January 1, 2006
need not be included on SCHEDULE 3.14 if no payments or other financial
obligations are required to be made or committed to thereunder;

                    (xii) any agreement relating to the requirement to extend
credit or the making of loans to, or the making of an equity investment in, any
Person, other than the creation of accounts receivable in the ordinary course of
business;

                    (xiii) any agreement that limits in any respect the freedom
of the Business to compete in any line of business or with any Person or in any
area;

                    (xiv) any agreement that relates to any System Lease that is
material to the Business as currently conducted or that relates to any Material
Seller Intellectual Property; or

                    (xv) any other agreement not required to be disclosed
pursuant to clauses (i) through (xiv) above the termination or lapse of which
would have a Material Adverse Effect.

               (b) Each Material Contract is valid, binding and enforceable
against each Asset Selling Entity party thereto and, to the Knowledge of
Sellers, against the other parties to the Material Contracts in accordance with
their respective terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors' rights, and as limited by general principles of equity
that restrict the availability of equitable remedies. CellStar and its
Subsidiaries have performed all obligations required to be performed by them and
are neither in default under nor in breach of nor in receipt of any claim of
default or breach under any Material Contract, except as disclosed in writing to
Buyer concurrently with the execution and delivery of this Agreement. No event
has occurred which with the passage of time or the giving of notice or both
would result in a default, breach or event of noncompliance by the Asset Selling
Entities or, to the Knowledge of Sellers, any other party under any Material
Contract. No Asset Selling Entity has received written notice of the intention
of any party to cancel or terminate any Material Contract and, to the Knowledge
of Sellers, there has not been any breach or anticipated breach by the other
parties to any Material Contract.

               (c) CellStar has made available to Buyer a true and correct copy
of all written Contracts which are disclosed on SCHEDULE 3.14 OR SCHEDULE
2.02(D) annexed hereto, in each case together with all amendments, waivers, or
other changes thereto (all of which are disclosed on SCHEDULE 3.14 OR SCHEDULE
2.02(D)). SCHEDULE 3.14 OR SCHEDULE 2.02(D) annexed hereto contains an accurate
and complete description of all material terms of all oral Contracts referred to
therein.

               (d) All of the Contracts that individually (or, if related, in
the aggregate) involve the payment, to or from CellStar or any of its
Subsidiaries, of in excess of $50,000 in any twelve month period are identified
as such on SCHEDULE 2.02(D) annexed hereto.


                                      -27-

<PAGE>

          3.15 Solvency. (a) Neither CellStar nor its Subsidiaries is now
insolvent (as defined below), and will not be rendered insolvent by any of the
transactions contemplated by the Transaction Documents, except for the
Subsidiaries listed on SCHEDULE 3.15 which are deemed insolvent for purposes
hereof only as a result of the intercompany liabilities and indebtedness to
third parties described on SCHEDULE 3.15. As used herein, "INSOLVENT" means that
the sum of each of CellStar's and its Subsidiaries' debts and other probable
liabilities exceeds the present fair saleable value of the assets thereof.
Immediately after giving effect to the consummation of the transactions
contemplated hereby, (i) CellStar and each of its Subsidiaries will be able to
pay its liabilities as they become due in the usual course of CellStar's or such
Subsidiary's business and will not incur debts that would be beyond CellStar's
and its Subsidiaries' ability to pay such debts as they mature, (ii) neither
CellStar nor any of its Subsidiaries will have unreasonably small capital with
which to conduct its present or proposed business, (iii) CellStar and each of
its Subsidiaries will have assets (calculated at fair market value) that exceed
their liabilities, and (iv) taking into account all pending and threatened
litigation, final judgments against CellStar or its Subsidiaries in actions for
money damages are not reasonably anticipated to be rendered at a time when, or
in amounts such that, CellStar or any of its Subsidiaries will be unable to
satisfy any such judgments promptly in accordance with their terms (taking into
account the maximum probable amount of such judgments in any such actions and
the earliest reasonable time at which such judgments might be rendered) as well
as all other obligations of CellStar and its Subsidiaries. The cash available to
CellStar and each of its Subsidiaries, after taking into account all other
anticipated uses of the cash, will be sufficient to pay all such debts and
judgments promptly in accordance with their terms.

          3.16 Change of Control. SCHEDULE 3.16 annexed hereto sets forth (i)
all Contracts with any Seller, including but not limited to, severance plans,
bonus plans, employment agreements, change of control agreements, indemnity
agreements or other similar agreements, with respect to any retention or
performance-based bonus or other compensation arrangement, pursuant to which a
Liability is due or will become payable, in whole or in part, directly or
indirectly as a result of the consummation of any of the transactions
contemplated hereby, and (ii) the amount of any compensation, remuneration or
other amounts which are or may be due or payable by any Seller as a result of
the transactions contemplated hereby under such Contracts (including any such
Liabilities which are or may be due or payable by any Seller assuming that each
employee of any Seller that is a party to such Contract is terminated without
cause immediately following the consummation of the transactions contemplated
hereby).

          3.17 Litigation. Except as set forth on SCHEDULE 3.17 annexed hereto,
there are no claims, actions,