FOURTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT

Exhibit 10.1

FOURTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT

This FOURTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (this “ Amendment ”) is dated as of October 7, 2005, by and among CELLSTAR CORPORATION , a Delaware corporation (“ Parent ”), each of Parent’s Subsidiaries signatory hereto (together with Parent, each an individual “ Borrower ”, and collectively, the “ Borrowers ”), the lenders signatory hereto (the “ Lenders ”) and WELLS FARGO FOOTHILL, INC. , in its capacity as agent for the Lenders (the “ Agent ”).

WITNESSETH:

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

WHEREAS, the Borrowers have requested that the Agent and the Lenders amend and waive certain terms of the Loan Agreement; and

WHEREAS, the Agent and the Lenders have agreed to the requested amendments and waivers on the terms and conditions set forth herein.

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

1. Amendments to Section 7.20 of the Loan Agreement . Section 7.20 of the Loan Agreement, “ Financial Covenants ”, is hereby modified and amended by deleting such Section in its entirety and inserting the following definition in substitution thereof:

7.20 Financial Covenants .

(a) Minimum EBITDA. Parent and its Subsidiaries, taken as a whole, shall not permit EBITDA, measured on a quarter-end basis, to be less than the required amount set forth in the following table for the applicable period set forth opposite thereto:

(b) Fixed Charge Coverage Ratio . Parent and its Subsidiaries, taken as a whole, shall fail to maintain a Fixed Charge Coverage Ratio of at least the required ratio set forth in the following table as of the last day of each fiscal quarter for the applicable period set forth opposite thereto:

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(c) Capital Expenditures . Make capital expenditures in any fiscal year in excess of the amount set forth in the following table for the applicable period:

2. Waivers . Subject to the terms and conditions set forth herein, the Agent and the Lenders hereby waive compliance with, and waive the Defaults and Events of Default arising under the Loan Agreement, applicable to:

(a) Borrowers’ failure to maintain the required Consolidated Tangible Net Worth for the quarters ended May 31, 2005 and August 31, 2005 as required under Section 7.20(a) of the Loan Agreement;

(b) Borrowers’ failure to maintain the Fixed Charge Coverage Ratios for the quarters ended February 28, 2005, May 31, 2005 and August 31, 2005 as required under Sections 7.20 (b) and (c) of the Loan Agreement;

provided , further that in no event shall such waivers waive any other requirement or hinder, restrict or otherwise modify the rights and remedies of the Agent and the Lenders following the occurrence of any other failure to comply with Section 7.20, or the occurrence of any Default or Even