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                                                                   EXHIBIT 10.38

                             CELLSTAR CORPORATION

               1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
               --------------------------------------------------
                (as amended and restated through March 22, 1996)

          This Plan amends and restates the CellStar Corporation 1993 Stock
Option Plan, as previously amended and restated, which first became effective on
December 3, 1993.  Capitalized terms used herein are defined in Article 2
hereof.

          To the extent permitted under Rule 16b-3, Sections 162(m) and 422 of
the Code, and any other applicable law or regulation, the Committee shall have
the power, in its sole discretion, to apply any or all of the amendments
effected hereby to outstanding Stock Options previously granted under the Plan;
provided that, to the extent that the application of any such amendment to an
outstanding Stock Option shall have an Adverse Consequence for the Company
and/or a Participant, such amendment shall not apply unless it is specifically
approved by the Committee and consented to by the Participant.

          This Plan shall be effective as of March 22, 1996, subject to
stockholder approval of the amendments effected hereby; provided that any
Discretionary Amendment shall not be subject to stockholder approval.


                                   ARTICLE 1
                                    PURPOSE
                                    -------

          The purpose of the Plan is to attract and retain key Employees,
Nonemployee Directors and Advisors of the Company and its Subsidiaries and to
provide such persons with a proprietary interest in the Company through the
granting of Stock Options, Stock Appreciation Rights, Restricted Stock, and/or
Cash Awards, whether granted singly, in combination, or in tandem.  The Plan is
designed to

               (a) increase the interest of such persons inthe welfare of the
                   Company and its Subsidiaries;

               (b) furnish an incentive to such persons to continue their
                   services for the Company and/or its Subsidiaries; and

               (c) provide a means through which the Company and its
                   Subsidiaries may attract able persons to enter their employ
                   or serve as Advisors.

          With respect to Reporting Participants, the Plan and all transactions
under the Plan (other than transactions specifically permitted by the Committee
pursuant to Sections 6.9 and 8.8 of the Plan) are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and void ab
initio, to the extent permitted by law and deemed advisable by the Committee.


                                   ARTICLE 2
                                  DEFINITIONS
                                  -----------

          For purposes of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:

                2.1  "Adverse Consequence" means (i) the loss of qualification
          of a Stock Option for special treatment under Rule 16b-3 or the
          commencement of a new holding period under such rule; (ii) the
          disqualification of a Stock Option as an Incentive Stock Option or the
          repricing of such Stock Option; or (iii) the Company's inability to
          claim the Section 162(m) Exception with respect to a Stock Option or
          the repricing of such Stock Option.
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                2.2  "Advisor" means any person performing advisory or
          consulting services for the Company or any Subsidiary, with or without
          compensation, to whom the Company chooses to grant an Award in
          accordance with the Plan, provided that bona fide services must be
          rendered by such person and such services shall not be rendered in
          connection with the offer or sale of securities in a capital raising
          transaction.

                2.3  "Award" means the grant under the Plan of any Stock
          Options, Stock Appreciation Rights, shares of Restricted Stock, or
          Cash Award, whether granted singly, in combination, or in tandem
          (sometimes individually referred to herein as an "Incentive").

                2.4  "Award Agreement" means a written agreement between a
          Participant and the Company that sets out the terms of the grant of an
          Award.

                2.5  "Award Period" means the period during
          which one or more Incentives granted under an Award may be exercised.

                2.6  "Board" means the Board of Directors of
          the Company.

                2.7  "Cash Award" means an Award granted
          pursuant to Article 9 of the Plan.

                2.8  "Change of Control" means any of the following:  (i) any
          consolidation or merger of the Company in which the Company is not the
          continuing or surviving corporation or pursuant to which shares of the
          Company's Common Stock would be converted into cash, securities or
          other property, other than a merger of the Company in which the
          holders of the Company's Common Stock immediately prior to the merger
          have the same proportionate ownership of the surviving corporation
          immediately after the merger; (ii) any sale, lease, exchange or other
          transfer (in one transaction or a series of related transactions) of
          all or substantially all of the assets of the Company; (iii) approval
          by the stockholders of the Company of any plan or proposal for the
          liquidation or dissolution of the Company; (iv) the cessation of
          control (by virtue of their not constituting a majority of directors)
          of the Board by the individuals (the "Continuing Directors") who (x)
          at the effective date of this Plan were directors or (y) become
          directors after the effective date of this Plan and whose election or
          nomination for election by the Company's stockholders was approved by
          a vote of at least two-thirds of the directors then in office who were
          directors at the effective date of this Plan or whose election or
          nomination for election was previously so approved; (v) in a Title 11
          bankruptcy proceeding, the appointment of a trustee or the conversion
          of a case involving the Company to a case under Chapter 7; or (vi) the
          acquisition of beneficial ownership (within the meaning of Rule 13d-3
          under the Exchange Act) of an aggregate of 15% or more of the voting
          power of the Company's outstanding voting securities by any person or
          persons acting as a group (within the meaning of Rule 13d-5 under the
          Exchange Act) who beneficially owned less than 10% of the voting power
          of the Company's outstanding voting securities on the effective date
          of this Plan, or the acquisition of beneficial ownership of an
          additional 5% of the voting power of the Company's outstanding voting
          securities by any person or group who beneficially owned at least 10%
          of the voting power of the Company's outstanding voting securities on
          the effective date of this Plan; provided, however, that,
                                           --------  -------
          notwithstanding the foregoing, an acquisition shall not constitute a
          Change of Control hereunder if the acquiror is (v) Alan H. Goldfield
          ("Goldfield"), (w) a trustee or other fiduciary holding securities
          under an employee benefit plan of the Company and acting in such
          capacity, (x) a corporation owned, directly or indirectly, by the
          stockholders of the Company in substantially the same proportions as
          their ownership of voting securities of the Company; (y) a person or
          group meeting the requirements of clauses (i) and (ii) of Rule 13d-
          1(b)(1) under the Exchange Act; or (z) any other person whose
          acquisition of shares of voting securities is approved in advance by a
          majority of the Continuing Directors; and provided further that no
          Change of Control shall be deemed to have occurred from a transfer of
          the Company's voting securities by Goldfield to (v) a member of
          Goldfield's immediate family (within the meaning of Rule 16a-1(e) of
          the Exchange Act) either during Goldfield's lifetime or by will or the
          laws of descent and distribution; (w) any trust as to which Goldfield
          or a member (or members) of his immediate family is the beneficiary;
          (x) any trust as to which Goldfield is the settlor with sole power to
          revoke; (y) any entity over which Goldfield has the power, directly or
          indirectly, to direct or cause the direction of the management and
          policies of the entity, whether through the ownership of voting
          securities, by contract or

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          otherwise; or (z) any charitable trust, foundation or corporation
          under Section 501(c)(3) of the Code that is funded by Goldfield. To
          the extent that a Participant's Employment Agreement differs from the
          Plan with respect to the meaning of "Change of Control," if such
          Employment Agreement has been approved by the Compensation Committee
          of the Board of Directors, the definition included in such Employment
          Agreement shall govern.

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

                2.10  "Committee" means the committee(s) appointed or designated
          by the Board to administer the Plan in accordance with Article 3 of
          this Plan.

                2.11  "Common Stock" means the Common Stock, par value, $.01 per
          share, of the Company or, in the event that the outstanding shares of
          such Common Stock are hereafter changed into or exchanged for shares
          of a different stock or security of the Company or another
          corporation, such other stock or security.

                2.12  "Company" means CellStar Corporation, a Delaware
          corporation.

                2.13  "Date of Grant" means the effective date on which an Award
          is made to a Participant as set forth in the applicable Award
          Agreement.

                2.14  "Discretionary Amendment" means any amendment to the Plan
          that does not require stockholder approval.

                2.15  "Employee" means any employee (including any employee who
          is also a director and/or officer) of the Company or its Subsidiaries.

                2.16  "Employment Agreement" means an agreement between the
          Company or any Subsidiary and a Participant, setting forth the terms
          and conditions of the Participant's employment by the Company or such
          Subsidiary. For purposes of the Plan, such term shall also be deemed
          to include any agreement between the Company or any Subsidiary and an
          Advisor, setting forth the terms and conditions of the Advisor's
          services for the Company or such Subsidiary.

                2.17  "ERISA" means the Employee Retirement Income Security Act
          of 1974, as amended.

                2.18  "Exchange Act" means the Securities Exchange Act of 1934,
          as amended.

                2.19  "Fair Market Value" of a share of Common Stock means such
          value as is determined by the Committee on the basis of such factors
          as it deems appropriate; provided that, if the Common Stock is traded
          on a national securities exchange or transactions in the Common Stock
          are quoted on the NASDAQ National Market System, such value shall be
          determined by the Committee on the basis of the last reported sale
          price for the Common Stock on the date for which such determination is
          relevant, as reported on the national securities exchange or the
          NASDAQ National Market System, as the case may be. If the Common Stock
          is not listed and traded upon a recognized securities exchange or in
          the NASDAQ National Market System, the Committee shall make a
          determination of Fair Market Value on the basis of the closing bid and
          asked quotations for such stock on the date for which such
          determination is relevant (as reported by a recognized stock quotation
          service) or, in the event that there are no bid or asked quotations
          for such stock on the date for which such determination is relevant,
          then on the basis of the mean between the closing bid and asked
          quotations on the date nearest preceding the date for which such
          determination is relevant for which such bid and asked quotations were
          available. In no event shall "Fair Market Value" be less than the par
          value of the Common Stock.

                2.20  "Incentive" shall have the meaning given it in Section 2.3
          above.

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                2.21  "Incentive Stock Option" or "ISO" means a Stock Option
          that by its terms is intended to be treated as an "incentive stock
          option" within the meaning of Section 422 of the Code.

                2.22  "Nonemployee Director" means a member of the Board of
          Directors of the Company or any Subsidiary who is not an Employee.

                2.23  "Non-qualified Stock Option" means any Stock Option that
          does not qualify as an Incentive Stock Option.

                2.24  "Option Exercise Price" means the price that must be paid
          by a Participant upon exercise of a Stock Option to purchase a share
          of Common Stock.

                2.25  "Option Period" means the period during which a Stock
          Option may be exercised.

                2.26  "Participant" shall mean an Employee, Nonemployee Director
          or Advisor to whom an Award is granted under this Plan.

                2.27  "Plan" means this CellStar Corporation 1993 Amended and
          Restated Long-Term Incentive Plan, as amended from time to time.

                2.28  "Reporting Participant" means a Participant who is subject
          to the reporting requirements of Section 16 of the Exchange Act.

                2.29  "Restricted Stock" means shares of Common Stock issued or
          transferred to a Participant pursuant to this Plan, which shares are
          subject to the restrictions or limitations set forth in Article 7 of
          this Plan and in the related Restricted Stock Agreement.

                2.30  "Restricted Stock Agreement" means a written agreement
          between the Company and a Participant with respect to an Award of
          Restricted Stock.

                2.31  "Retirement" means Termination of Service at or after the
          Company's established retirement age, unless otherwise defined in a
          particular Award Agreement. To the extent that a Participant's
          Employment Agreement differs from the Plan with respect to the meaning
          of "Retirement," if such Employment Agreement has been approved by the
          Compensation Committee of the Board of Directors, the definition
          included in such Employment Agreement shall govern.

                2.32  "Rule 16b-3" means Rule 16b-3 promulgated under the
          Exchange Act, as amended from time to time.

                2.33  "SAR Price" means the price that must be paid by a
          Participant upon exercise of an SAR, which shall be at least the Fair
          Market Value of each share of Common Stock covered by the SAR,
          determined on the Date of Grant of the SAR.

                2.34  "Section 162(m)" means Section 162(m) of the Code and the
          regulations promulgated thereunder from time to time.

                2.35  "Section 162(m) Exception" means the exception under
          Section 162(m) for "qualified performance-based compensation."

                2.36  "Stock Appreciation Right" or "SAR" means the right to
          receive a payment equal to the excess of the Fair Market Value of a
          specified number of shares of Common Stock on the date the SAR is
          exercised over the SAR Price for such shares.

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                2.37  "Stock Appreciation Right Agreement" means an agreement
          between the Company and a Participant setting forth the terms and
          conditions of an Award of Stock Appreciation Rights.

                2.38  "Stock Option" means a Non-qualified Stock Option or an
          Incentive Stock Option to purchase Common Stock.

                2.39  "Stock Option Agreement" means a written agreement between
          the Company and a Participant setting forth the terms and conditions
          of an Award of Stock Options.

                2.40  "Subsidiary" means a subsidiary corporation of the
          Company, within the meaning of Section 424(f) of the Code; provided
          that, with respect to any Awards under the Plan other than Incentive
          Stock Options, the term "Subsidiary" shall be deemed to include (i)
          any limited partnership, if the Company or any subsidiary corporation
          owns a majority of the general partnership interest and a majority of
          the limited partnership interests entitled to vote on the removal and
          replacement of the general partner, and (ii) any partnership, if the
          partners thereof are composed only of the Company, any subsidiary
          corporation, or any limited partnership listed in item (i) above. 2.41
          "Ten Percent Owner" means a person who owns, or is deemed within the
          meaning of Section 422(b)(6) of the Code to own, stock possessing more
          than 10% of the total combined voting power of all classes of stock of
          the Company (or its parent (within the meaning of Section 424(e) of
          the Code) or Subsidiaries). Whether a person is a Ten Percent Owner
          shall be determined with respect to a Stock Option based on the facts
          existing immediately prior to the Date of Grant of such Stock Option.

                2.42  "Termination of Service" occurs when a Participant who is
          an Employee, Nonemployee Director or Advisor shall cease to serve in
          any such capacity for any reason.

                2.43  "Total and Permanent Disability" of a Participant means
          that the Participant is qualified for long-term disability benefits
          under the Company's disability plan or insurance policy; or, if no
          such plan or policy is then in existence, that the Participant,
          because of ill health, physical or mental disability or any other
          reason beyond his or her control, is unable to perform his or her
          duties of employment for a period of six (6) continuous months, as
          determined in good faith by the Committee; provided that, with respect
                                                     -------------
          to any Incentive Stock Option, Total and Permanent Disability shall
          have the meaning given it under the rules governing Incentive Stock
          Options under the Code. With respect to any Award other than an
          Incentive Stock Option, to the extent that a Participant's Employment
          Agreement differs from the Plan with respect to the meaning of "Total
          and Permanent Disability," if such Employment Agreement has been
          approved by the Compensation Committee of the Board of Directors, the
          definition included in such Employment Agreement shall govern.


                                   ARTICLE 3
                                ADMINISTRATION
                                --------------

          The Plan shall be administered by a committee appointed by the Board,
     consisting of at least two members of the Board; provided that, (i) with
     respect to any Award that is granted to a Reporting Participant, such
     committee shall consist of at least such number of directors as are
     required from time to time by Rule 16b-3, and each such committee member
     shall qualify as a "disinterested person" under Rule 16b-3, if so required;
     and (ii) with respect to any Award that is also intended to satisfy the
     requirements of the Section 162(m) Exception, such committee shall consist
     of at least such number of directors as are required from time to time to
     satisfy the Section 162(m) Exception, and each such committee member shall
     qualify as an "outside director" within the meaning of Section 162(m). Any
     member of the Committee may be removed at any time, with or without cause,
     by resolution of the Board. Any vacancy occurring in the membership of the
     Committee may be filled by appointment by the Board.

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          The Committee shall select one of its members to act as its Chairman.
     A majority of the Committee shall constitute a quorum, and the act of a
     majority of the members of the Committee present at a meeting at which a
     quorum is present shall be the act of the Committee.

          Subject to the provisions of the Plan, the Committee shall have the
     sole discretion and authority to determine and designate from time to time
     the eligible persons to whom Awards will be granted and to determine and
     interpret the terms and provisions of each Award Agreement, including
     without limitation the Award Period, the Date of Grant, and such other
     terms, provisions, limitations, and performance requirements, as are
     approved by the Committee. The Committee shall determine whether an Award
     shall include one type of Incentive, two or more Incentives granted in
     combination, or two or more Incentives granted in tandem (that is, a joint
     grant where exercise of one Incentive results in cancellation of all or a
     portion of the other Incentive).

          Subject to the provisions of the Plan, the Committee shall also have
     sole discretion and authority to (i) interpret the Plan; (ii) prescribe,
     amend, and rescind any rules and regulations necessary or appropriate for
     the administration of the Plan; (iii) modify or amend any Award Agreement
     or waive any conditions or restrictions applicable to any Stock Option or
     SAR (or the exercise thereof) or to any shares of Restricted Stock; and
     (iv) make such other determinations and take such other action as it deems
     necessary or advisable in the administration of the Plan. Any
     interpretation, determination, or other action made or taken by the
     Committee shall be final, binding, and conclusive on all interested
     parties.

          With respect to restrictions ("mandated restrictions") in the Plan
     that are based on the requirements of Rule 16b-3, Section 422 of the Code,
     the Section 162(m) Exception, the rules of any exchange upon which the
     Company's securities are listed, or any other applicable law, rule or
     restriction (collectively, "applicable law"), to the extent that any such
     mandated restrictions are no longer required by applicable law, the
     Committee shall have the sole discretion and authority to grant Awards that
     are not subject to such mandated restrictions and/or to waive any such
     mandated restrictions with respect to outstanding Awards.


                                   ARTICLE 4
                                  ELIGIBILITY
                                  -----------

          Any Employee, Nonemployee Director, or Advisor whose judgment,
     initiative, and efforts contributed or may be expected to contribute to the
     successful performance of the Company is eligible to participate in the
     Plan; provided that only Employees shall be eligible to receive Incentive
     Stock Options; and provided further that no member of the Committee shall
     be eligible to participate in the Plan. The Committee, upon its own action,
     may grant, but shall not be required to grant, an Award to any Employee,
     Nonemployee Director, or Advisor. Awards may be granted by the Committee at
     any time and from time to time to new Participants, or to then
     Participants, or to a greater or lesser number of Participants, and may
     include or exclude previous Participants, as the Committee shall determine;
     provided that no Participant may receive during any fiscal year of the
     Company Awards in the form of shares of Common Stock, including Stock
     Options, SARs or Restricted Stock, the aggregate of which shall exceed
     250,000 shares of Common Stock. Except as required by this Plan, Awards
     granted at different times need not contain similar provisions. The
     Committee's determinations under the Plan (including without limitation
     determinations of which persons, if any, are to receive Awards, the form,
     amount and timing of such Awards, the terms and provisions of such Awards
     and the agreements evidencing same) need not be uniform and may be made by
     it selectively among Employees, Nonemployee Directors and/or Advisors who
     receive, or are eligible to receive, Awards under the Plan.


                                   ARTICLE 5
                            SHARES SUBJECT TO PLAN
                            ----------------------

          The number of shares of Common Stock that may be issued pursuant to
     Awards granted under the Plan is 1,500,000 (as may be adjusted in
     accordance with Articles 12 and 13 hereof). Such shares of Common Stock may
     be made available from either authorized but unissued Common Stock or
     Common Stock held by the Company in its

                                       6
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     treasury. To the extent permitted by the stockholder approval requirements
     of Rule 16b-3, Sections 162(m) and 422 of the Code, and any other
     applicable law or regulation, shares of Common Stock previously subject to
     Awards which are forfeited, terminated, settled in cash in lieu of Common
     Stock, or exchanged for Awards that do not involve Common Stock, or that
     are subject to expired and unexercised Stock Options or SARs, shall
     immediately become available for Awards under the Plan.

          During the term of this Plan, the Company will at all times reserve
     and keep available a number of shares of Common Stock sufficient to satisfy
     the requirements of this Plan.

                                   ARTICLE 6
                                 STOCK OPTIONS
                                 -------------

          6.1  GRANT OF STOCK OPTIONS. The Committee may, in its sole
     discretion, grant Stock Options in accordance with the terms and conditions
     set forth in the Plan. The grant of a Stock Option shall be evidenced by a
     Stock Option Agreement setting forth the Date of Grant, the total number of
     shares purchasable pursuant to the Stock Option, the Option Period, the
     vesting schedule (if any), and such other terms and provisions as are
     consistent with the Plan.

          6.2  OPTION EXERCISE PRICE. The Option Exercise Price for any Stock
     Option shall be determined by the Committee and shall be no less than One
     Hundred Percent (100%) of the Fair Market Value per share of Common Stock
     on the Date of Grant; provided that, with respect to any Incentive Stock
     Option that is granted to a Ten Percent Owner, the Option Exercise Price
     shall be at least 110% of the Fair Market Value of the Common Stock on the
     Date of Grant.

          6.3  OPTION PERIOD. The Option Period for any Stock Option shall be
     determined by the Committee; provided that no portion of any Stock Option
     may be exercised after the expiration of ten (10) years from its Date of
     Grant; and provided further that, with respect to any Incentive Stock
     Option that is granted to a Ten Percent Owner, the term of such Incentive
     Stock Option (to the extent required by the Code at the time of grant)
     shall be no more than five (5) years from the Date of Grant.

          6.4  MAXIMUM ISO GRANTS. The Committee may not grant Incentive Stock
     Options under the Plan to any Employee which would permit the aggregate
     Fair Market Value (determined on the Date of Grant) of the Common Stock
     with respect to which Incentive Stock Options (under this and any other
     plan of the Company and its Subsidiaries or parent) are exercisable for the
     first time by such Employee during any calendar year to exceed $100,000. To
     the extent that any Stock Option is granted under the Plan that is first
     exercisable in excess of the foregoing limitations, such Stock Option shall
     be deemed to be a Non-qualified Stock Option.

          6.5  EXERCISE OF STOCK OPTIONS. Subject to the terms, conditions, and
     restrictions of the Plan, each Stock Option may be exercised in accordance
     with the terms of the Stock Option Agreement pursuant to which the Stock
     Option is granted. If the Committee imposes conditions upon exercise of any
     Stock Option, the Committee may, in its sole discretion, accelerate the
     date on which all or any portion of the Stock Option may be exercised;
     provided that, the Committee shall not, without the Participant's consent,
     accelerate any Incentive Stock Option if such acceleration would disqualify
     such Stock Option as an Incentive Stock Option. Notwithstanding anything in
     the Plan to the contrary, to the extent required by Rule 16b-3, a Reporting
     Participant may not exercise a Stock Option or Stock Appreciation Right
     until at least six month have expired from the "date of grant" (within the
     meaning of Rule 16b-3).

          Subject to such administrative regulations as the Committee may from
     time to time adopt, a Stock Option will be deemed exercised for purposes of
     the Plan when (i) written notice of exercise has been received by the
     Company at its principal office (which notice shall set forth the number of
     shares of Common Stock with respect to which the Stock Option is to be
     exercised and the date of exercise thereof, which shall be at least three
     (3) days after giving such notice, unless an earlier time shall have been
     mutually agreed upon) and (ii) payment of the Option Exercise Price is
     received by the Company in accordance with Section 6.6 below; provided
     that, with respect to a cashless exercise of any Stock Option (in
     accordance with clause (c) of Section 6.6 below), such Stock Option will

                                       7
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     be deemed exercised for purposes of the Plan on the date of sale of the
     shares of Common Stock received upon exercise. No Stock Option may be
     exercised for a fractional share of Common Stock.

          6.6  PAYMENT OF OPTION EXERCISE PRICE.  The Option Exercise Price may
     be paid as follows: (a) in cash or by certified check, bank draft, or money
     order payable to the order of the Company, (b) with Common Stock (including
     Restricted Stock), valued at its Fair Market Value on the date of exercise,
     (c) by delivery (including by FAX) to the Company or its designated agent
     of an executed irrevocable option exercise form together with irrevocable
     instructions from the Participant to a broker or dealer, reasonably
     acceptable to the Company, to sell certain of the shares of Common Stock
     purchased upon exercise of the Stock Option or to pledge such shares as
     collateral for a loan and promptly deliver to the Company the amount of
     sale or loan proceeds necessary to pay such purchase price, and/or (d) in
     any other form of valid consideration that is acceptable to the Committee
     in its sole discretion. In the event that shares of Restricted Stock are
     tendered as consideration for the exercise of a Stock Option, a number of
     shares of Common Stock issued upon the exercise of the Stock Option, equal
     to the number of shares of Restricted Stock used as consideration therefor,
     shall be subject to the same restrictions as the Restricted Stock so
     submitted.

          Upon payment of all amounts due from the Participant, the Company
     shall cause certificates for the Common Stock then being purchased to be
     delivered to the Participant (or the person exercising the Participant's
     Stock Option in the event of his death) at its principal business office
     within ten (10) business days after the exercise.

          If the Participant fails to pay for any of the Common Stock specified
     in such notice or fails to accept delivery thereof, the Participant's right
     to purchase such Common Stock may be terminated by the Company.

          6.7  LIMITATION ON INCENTIVE STOCK OPTION CHARACTERIZATION. To the
     extent that any Stock Option fails to qualify as an Incentive Stock Option,
     such Stock Option will be considered a Non-qualified Stock Option.

          6.8  TERMINATION OF EMPLOYMENT OR SERVICE.

          Unless otherwise permitted by the Committee, in its sole discretion,
     in the event of Termination of Service of a Participant, any Stock Options
     held by such Participant shall be exercisable as follows:

               (a) Termination Due to Death or Total and Permanent Disability.
          In the event of a Participant's Termination of Service due to death or
          Total and Permanent Disability, such Participant's Stock Options may
          be exercised, to the extent such Stock Options could have been
          exercised by the Participant on the date of the Participant's death or
          Total and Permanent Disability (as applicable), for a period of twelve
          (12) months after the Participant's death or Total and Permanent
          Disability (as applicable) or until the expiration of the original
          Option Period (if sooner).

               (b) Termination Due to Retirement. In the event of a
          Participant's Termination of Service due to Retirement, such
          Participant's Stock Options may be exercised, to the extent such Stock
          Options could have been exercised by the Participant on the date of
          the Participant's Retirement, for a period of three (3) months after
          the date of the Participant's Retirement or until the expiration of
          the original Option Period (if sooner).

               (c) Termination for Reasons Other than Death, Total and Permanent
          Disability, or Retirement. In the event of a Participant's Termination
          of Service for any reason other than death, Total and Permanent
          Disability, or Retirement, such Participant's Stock Options may be
          exercised, to the extent such Stock Options could have been exercised
          by the Participant on the date of such Termination of Service, for a
          period of thirty (30) days after the date of such Termination of
          Service or until the expiration of the original Option Period (if
          sooner).
 
          6.9  TRANSFERABILITY OF STOCK OPTIONS.

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               (a) Incentive Stock Options. Incentive Stock Options may not be
          transferred or assigned other than by will or the laws of descent and
          distribution and may be exercised during the lifetime of the
          Participant only by the Participant or the Participant's legally
          authorized representative, and each Stock Option Agreement in respect
          of an Incentive Stock Option shall so provide. The designation by a
          Participant of a beneficiary will not constitute a transfer of the
          Stock Option.

               The Committee may waive or modify any limitation contained in
          this Section 6.9(a) that is not required for compliance with Section
          422 of the Code.

               (b)  Non-qualified Stock Options.

                    (1)  Participants Other Than Reporting Participants. With
               respect to Non-qualified Stock Options granted hereunder to any
               Participant who is not a Reporting Participant, the Committee
               may, in its sole discretion, provide in any Stock Option
               Agreement (or in an amendment to any existing Stock Option
               Agreement) such provisions regarding transferability of the Non-
               qualified Stock Options as the Committee, in its sole discretion,
               deems appropriate.

                    (2)  Reporting Participants. Except as may be specified by
               the Committee in accordance with the following paragraph, a Non-
               qualified Stock Option granted to a Reporting Participant may not
               be transferred or assigned other than by will or the laws of
               descent and distribution or pursuant to the terms of a qualified
               domestic relations order, as defined by the Code or Title I of
               ERISA, or the rules thereunder. The designation by a Reporting
               Participant of a beneficiary will not constitute a transfer of
               the Stock Option.

                    The Committee may, in its sole discretion, provide in any
               Stock Option Agreement (or in an amendment to any existing Stock
               Option Agreement) that Non-qualified Stock Options granted
               hereunder to a Reporting Participant may be transferred to
               members of the Reporting Participant's immediate family, trusts
               for the benefit of such immediate family members and partnerships
               in which such immediate family members are the only partners,
               provided that there cannot be any consideration for the transfer.

                    The Committee may waive or modify any limitation contained
               in this Section 6.9(b)(2) that is not required from compliance
               with Rule 16b-3.


                                   ARTICLE 7
                               RESTRICTED STOCK
                               ----------------

               7.1  GRANT OF RESTRICTED STOCK. The Committee may, in its sole
     discretion, grant Restricted Stock Awards in accordance with the terms and
     conditions set forth in the Plan. The grant of an Award of Restricted Stock
     shall be evidenced by a Restricted Stock Agreement setting forth (i) the
     Date of Grant, (ii) the number of shares of Restricted Stock awarded, (iii)
     the price, if any, to be paid by the Participant for such Restricted Stock,
     (iv) the time or times within which such Award may be subject to
     forfeiture, (v) specified performance goals, or other criteria, if any,
     that the Committee determines must be met in order to remove any
     restrictions (including vesting) on such Award, and (vi) such other terms
     and provisions as are consistent with the Plan. The provisions of
     Restricted Stock Awards need not be the same with respect to each
     Participant.

               7.2  RESTRICTIONS AND CONDITIONS. Each Restricted Stock Award
     shall confer upon the recipient thereof the right to receive a specified
     number of shares of Common Stock in accordance with the terms and
     conditions of each Participant's Restricted Stock Agreement and the
     restrictions and conditions set forth below:

               (a) The shares of Common Stock awarded hereunder to a Participant
          shall be restricted for a period of time (the "Restriction Period") to
          be determined by the Committee for each Participant at the time of the
          Award. The restrictions shall prohibit the sale, transfer, pledge,
          assignment or other encumbrance

                                       9
<PAGE>
 
     of such shares and shall provide for possible reversion thereof to the
     Company in accordance with subparagraph (f) during the Restriction Period.
     The Restriction Period shall commence on the Date of Grant and, unless
     otherwise established by the Committee in the Restricted Stock Agreement,
     shall expire upon satisfaction of the conditions set forth in the Award
     Agreement, which conditions may provide for vesting based on (i) length of
     continuous service, (ii) achievement of specific business objectives, (iii)
     increases in specified indices, (iv) attainment of specified growth rates,
     or (v) any other factor, as determined by the Committee in its sole
     discretion. The Committee may, in its sole discretion, remove any or all of
     the restrictions on such Restricted Stock whenever it may determine that,
     by reason of changes in applicable laws or other changes in circumstances
     arising after the date of the Award, such action is appropriate.

          (b) From the Date of Grant of a Restricted Stock Award, the
     Participant shall have, with respect to his or her shares of Restricted
     Stock, all of the rights of a stockholder of the Company, including the
     right to vote the shares, and the right to receive any dividends thereon,
     subject to forfeiture of such rights, as provided in subparagraph (f)
     below.

          (c) Each Participant who is awarded Restricted Stock shall be issued a
     stock certificate or certificates in respect of such shares of Common
     Stock, which shall be registered in the name of the Participant, but shall
     be delivered by the Participant to the Company together with a stock power
     endorsed in blank. Each such certificate shall be registered in the name of
     the Participant, and shall bear an appropriate legend referring to the
     terms, conditions, and restrictions applicable to such Restricted Stock,
     substantially in the following form:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE,
          RESTRICTIONS ON TRANSFER AND CERTAIN OTHER TERMS AND CONDITIONS SET
          FORTH IN THE CELLSTAR CORPORATION 1993 AMENDED AND RESTATED LONG-TERM
          INCENTIVE PLAN AND IN A RELATED AWARD AGREEMENT ENTERED INTO BETWEEN
          THE REGISTERED OWNER AND CELLSTAR CORPORATION.  COPIES OF SUCH PLAN
          AND AGREEMENT ARE ON FILE AT THE PRINCIPAL PLACE OF BUSINESS OR
          REGISTERED OFFICE OF, AND WILL BE FURNISHED WITHOUT CHARGE UPON
          WRITTEN REQUEST BY THE RECORD HOLDER, TO CELLSTAR CORPORATION, 1730
          BRIERCROFT COURT, CARROLLTON, TEXAS 75006.

          Each Restricted Stock Agreement shall require that (i) each
     Participant, by his or her acceptance of Restricted Stock, shall
     irrevocably grant to the Company a power of attorney to transfer any shares
     so forfeited to the Company and agrees to execute any documents requested
     by the Company in connection with such forfeiture and transfer, and (ii)
     such provisions regarding returns and transfers of stock certificates with
     respect to forfeited shares of Common Stock shall be specifically
     performable by the Company in a court of equity or law.

          (d) Upon the lapse of a Restriction Period, the Company will return
     the stock certificates representing shares of Common Stock with respect to
     which the restrictions have lapsed to the Participant or his or her legal
     representative, and pursuant to the instruction of the Participant or his
     or her legal representative will issue a certificate for such shares that
     does not bear the legend set forth in subparagraph (c) above.

          (e) Any other securities or assets (other than ordinary cash
     dividends) that are received by a Participant with respect to shares of
     Restricted Stock awarded to such Participant, which shares are still
     subject to restrictions established in accordance with subparagraph (a)
     above, will be subject to the same restrictions and will be delivered by
     the Participant to the Company as provided in subparagraph (c) above.

                                       10
<PAGE>
 
          (f) Subject to the provisions of the particular Award Agreement, and
     unless otherwise permitted by the Committee in its sole discretion, upon
     Termination of Service for any reason during the Restriction Period, any
     nonvested shares of Restricted Stock held by such Participant shall be
     forfeited by the Participant. In the event a Participant has paid any
     consideration to the Company for forfeited Restricted Stock, the Company
     shall, as soon as practicable after the event causing forfeiture (but in
     any event within 5 business days), pay to the Participant, in cash, an
     amount equal to the total consideration paid by the Participant for such
     forfeited shares. Upon any forfeiture, all rights of a Participant with
     respect to the forfeited shares of Restricted Stock shall cease and
     terminate, without any further obligation on the part of the Company.

     7.3  NOTICE TO COMPANY OF SECTION 83(B) ELECTION.  Any Participant who
exercises an election under Section 83(b) of the Code to have his or her receipt
of shares of Restricted Stock taxed currently, without regard to restrictions,
must give notice to the Company of such election immediately upon making such
election.  Any such election must be made within 30 days after the effective
date of issuance and cannot be revoked except with the consent of the Internal
Revenue Service.


                                   ARTICLE 8
                           STOCK APPRECIATION RIGHTS
                           -------------------------

     8.1  GRANTS OF SARS.  The Committee may, in its sole discretion, grant
Stock Appreciation Rights in accordance with the terms and conditions set forth
in the Plan.  Each SAR Agreement may contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as are determined by
the Committee in its sole discretion.  An SAR may be granted in combination
with, in addition to, or completely independent of, a Stock Option or any other
Award.  An SAR shall entitle a Participant to surrender to the Company all or a
portion of the SAR in exchange for an amount equal to the excess of the Fair
Market Value of a share of Common Stock on the date of exercise over the SAR
Price, multiplied by the total number of shares of Common Stock with respect to
which the SAR shall have been exercised.

     8.2  SAR PRICE.  The SAR Price for any share of Common Stock subject to an
SAR shall be no less than One Hundred Percent (100%) of the Fair Market Value of
the share on the Date of Grant.

     8.3  AWARD PERIOD.  Subject to Section 8.9 below, the Award Period for any
Stock Appreciation Right shall be determined by the Committee; provided that no
portion of any Stock Appreciation Right may be exercised after the expiration of
ten (10) years from its Date of Grant

     8.4  FORM OF PAYMENT.  In the discretion of the Committee, the Company may
satisfy its payment obligation upon a Participant's exercise of an SAR (i) in
cash, (b) in shares of Common Stock valued at their Fair Market Value on the
date of exercise, or (c) in part with cash and in part with shares of Common
Stock.

     8.5  EXERCISE OF SARS.  Subject to the following paragraph, each Stock
Appreciation Right shall be exercisable in accordance with the terms of the
Stock Appreciation Rights Agreement pursuant to which the Stock Appreciation
Right is granted.  Subject to the conditions of this Section 8.5 and such
administrative regulations as the Committee may from time to time adopt, an SAR
may be exercised by the delivery of written notice to the Committee setting
forth the number of shares of Common Stock with respect to which the SAR is to
be exercised and the date of exercise thereof, which shall be at least three (3)
days after giving such notice unless an earlier time shall have been mutually
agreed upon. On the date of exercise, the Participant shall receive from the
Company in exchange therefor payment in an amount equal to the excess (if any)
of the Fair Market Value (as of the date of the exercise of the SAR) of one
share of Common Stock over the SAR Price per share specified in such SAR,
multiplied by the total number of shares of Common Stock of the SAR being
surrendered.

     A transaction under the Plan involving the exercise of an SAR and the
receipt of cash in complete or partial settlement of the SAR by a Reporting
Participant shall be subject to the satisfaction of all of the following
conditions:

                                       11
<PAGE>
 
          (a)  the Company shall have been subject to and complied with the
     reporting requirements of Section 13(a) of the Exchange Act for at least
     one year prior to the exercise of the SAR;

          (b)  the Company regularly releases for publication quarterly and
     annual summary statements of sales and earnings;

          (c)  any election by the Reporting Participant to receive cash in full
     or partial settlement of the SAR, as well as the exercise by the insider of
     the SAR for cash, shall have been made during the period beginning on the
     third business day following the date of release of the financial data
     specified in clause (ii) of this sentence and ending on the twelfth day
     following such date, unless the exercise by the participant of the SAR is
     for cash and the date of exercise is automatic or fixed in advance under
     the Plan and is outside the control of the participant, in which case the
     condition in this subparagraph (c) shall not be applicable; and

          (d)  The SAR must be held for six months from the date of acquisition
     to the date of cash settlement.

     If the conditions to the exercise of an SAR by a Reporting Participant
contained in Rule 16b-3 are subsequently modified, the foregoing conditions
shall automatically be deemed amended to incorporate such modifications.
Furthermore, the Committee may waive any limitation contained in this Section
that is not required for compliance with Rule 16b-3.

     8.6  EFFECT ON STOCK OPTIONS AND VICE-VERSA.  Whenever a Stock Appreciation
Right is granted in relation to a Stock Option and the exercise of one affects
the right to exercise the other, the number of shares of Stock available under
the Stock Option to which the Stock Appreciation Right relates will decrease by
a number equal to the number of shares of Common Stock for which the Stock
Appreciation Right is exercised.  Upon the exercise of a Stock Option, any
related SAR will terminate as to any number of shares of Common Stock subject to
such Stock Appreciation Right that exceeds the total number of shares of Common
Stock for which the Stock Option remains unexercised.

     8.7  TERMINATION OF EMPLOYMENT OR SERVICE.  Unless otherwise permitted by
the Committee, in its sole discretion, in the event of Termination of Service of
a Participant, any Stock Appreciation Rights held by such Participant shall be
exercisable as set forth below; provided that, whenever a Stock Appreciation
Right is granted in relation to a Stock Option and the exercise of one affects
the right to exercise the other, the Stock Appreciation Right may be exercised
only during the period, if any, within which the Stock Option to which it
relates may be exercised.

          (a) Termination Due to Death or Total and Permanent Disability. In the
     event of a Participant's Termination of Service due to death or Total and
     Permanent Disability, such Participant's Stock Appreciation Rights may be
     exercised, to the extent such Stock Appreciation Rights could have been
     exercised by the Participant on the date of the Participant's death or
     Total and Permanent Disability (as applicable), for a period of twelve (12)
     months after the Participant's death or Total and Permanent Disability (as
     applicable) or until the expiration of the original Award Period (if
     sooner).

          (b) Termination Due to Retirement. In the event of a Participant's
     Termination of Service due to Retirement, such Participant's Stock
     Appreciation Rights may be exercised, to the extent such Stock Appreciation
     Rights could have been exercised by the Participant on the date of the
     Participant's Retirement, for a period of three (3) months after the date
     of the Participant's Retirement or until the expiration of the original
     Award Period (if sooner).

          (c) Termination for Reasons Other than Death, Total and Permanent
     Disability, or Retirement. In the event of a Participant's Termination of
     Service for any reason other than death, Total and Permanent Disability, or
     Retirement, such Participant's Stock Appreciation Rights may be exercised,
     to the extent such Stock Appreciation Rights could have been exercised on
     the date of such Termination of Service, for a period of thirty (30) days
     after the date of such Termination of Service or until the expiration of
     the original Award Period (if sooner).

                                       12
<PAGE>
 
     8.8  TRANSFERABILITY OF STOCK APPRECIATION RIGHTS.

          (a)  Participants Other Than Reporting Participants. Subject to
     Section 8.9 below, with respect to SARs granted hereunder to any
     Participant who is not a Reporting Participant, the Committee may, in its
     sole discretion, provide in any Stock Appreciation Rights Agreement (or in
     an amendment to any existing Stock Appreciation Rights Agreement) such
     provisions regarding transferability of the SARs as the Committee, in its
     sole discretion, deems appropriate.

          (b)  Reporting Participants. Subject to Section 8.9 below, and except
     as may be specified by the Committee in accordance with the following
     paragraph, a Stock Appreciation Right granted to a Reporting Participant
     may not be transferred or assigned other than by will or the laws of
     descent and distribution or pursuant to the terms of a qualified domestic
     relations order, as defined by the Code or Title I of ERISA, or the rules
     thereunder. The designation by a Reporting Participant of a beneficiary
     will not constitute a transfer of the SAR.

          Subject to Section 8.9 below, the Committee may, in its sole
     discretion, provide in any Stock Appreciation Rights Agreement (or in an
     amendment to any existing Stock Appreciation Rights Agreement) that Stock
     Appreciation Rights granted hereunder to a Reporting Participant may be
     transferred to members of the Reporting Participant's immediate family,
     trusts for the benefit of such immediate family members and partnerships in
     which such immediate family members are the only partners, provided that
     there cannot be any consideration for the transfer.

          The Committee may waive or modify any limitation contained in this
     Section 8.8(b) that is not required from compliance with Rule 16b-3.

     8.9  TANDEM INCENTIVE STOCK OPTION - STOCK APPRECIATION RIGHT.  Whenever an
Incentive Stock Option and a Stock Appreciation Right are granted together and
the exercise of one affects the right to exercise the other, the following
requirements shall apply:

          (a) The Stock Appreciation Right shall expire no later than the
     expiration of the underlying Incentive Stock Option;

          (b) The Stock Appreciation Right may be for no more than the
     difference between the Stock Option Exercise Price of the underlying
     Incentive Stock Option and the Fair Market Value of the Common Stock
     subject to the underlying Incentive Stock Option at the time the SAR is
     exercised;

          (c) The Stock Appreciation Right is transferable only when the
     underlying Incentive Stock Option is transferable, and under the same
     conditions;

          (d) The Stock Appreciation Right may be exercised only when the
     underlying Incentive Stock Option is eligible to be exercised; and

          (e) The Stock Appreciation Right may be exercised only when the Fair
     Market Value of the Common Stock subject to the underlying Incentive Stock
     Option exceeds the Option Exercise Price of the underlying Incentive Stock
     Option.


                                   ARTICLE 9
                                  CASH AWARDS
                                  -----------

     9.1  GRANT OF CASH AWARDS.  The Committee may, in its sole discretion,
grant Cash Awards in accordance with the terms and conditions set forth in the
Plan.  Each related Award Agreement shall set forth (i) the amount of the Cash
Award, (ii) the time or times within which such Award may be subject to
forfeiture, if any, (iii) specified performance goals, or other criteria, if
any, as the Committee may determine must be met in order to

                                       13
<PAGE>
 
remove any restrictions (including vesting) on such Award, and (iv) any other
terms, limitations, restrictions, and conditions of the Incentive that are
consistent with this Plan.

     The Award Agreement shall also set forth the vesting period for the Cash
Award, if any, which shall commence on the Date of Grant and, unless otherwise
established by the Committee in the Award Agreement, shall expire upon
satisfaction of the conditions set forth in the Award Agreement; such conditions
may provide for vesting based on (i) length of continuous service, (ii)
achievement of specific business objectives, (iii) increases in specified
indices, (iv) attainment of specified growth rates, or (v) other comparable
measurements of Company performance, as may be determined by the Committee in
its sole discretion.

     9.2  TERMINATION OF SERVICE.  Subject to the provisions of the particular
Award Agreement, and unless otherwise permitted by the Committee, in its sole
discretion, upon Termination of Service for any reason during a vesting period
(if any), the nonvested portion of a Cash Award shall be forfeited by the
Participant.  Upon any forfeiture, all rights of a Participant with respect to
the forfeited Cash Award shall cease and terminate, without any further
obligation on the part of the Company.

     9.3  FORM OF PAYMENT.  In the sole discretion of the Committee, the Company
may satisfy its obligation under a Cash Award by the distribution of that number
of shares of Common Stock, Stock Options, or Restricted Stock, or any
combination thereof, having an aggregate Fair Market Value (as of the date of
payment) equal to the amount of cash otherwise payable to the Participant, with
a cash settlement to be made for any fractional share interests, or the Company
may settle such obligation in part with shares of Common Stock and in part with
cash.  If required by Rule 16b-3 at the time of distribution, any shares of
Common Stock distributed to a Reporting Participant must be held by such
Participant for at least six months from the date of distribution.


                                 ARTICLE 10
                          AMENDMENT OR DISCONTINUANCE
                          ---------------------------

     The Plan may be amended or discontinued by the Board, or, if the Board
has specifically delegated this authority to the Committee, by the Committee,
without the approval of the stockholders; provided that no amendment shall be
made without approval of the stockholders of the Company if such approval is
required under the Code, Rule 16b-3, the requirements of any exchange upon which
the Company's securities are listed, or any other applicable law or regulation.
In addition, no termination or amendment of the Plan may, without the consent of
the Participant to whom any Award has theretofore been granted, adversely affect
the rights of such Participant with respect to such Award.


                                   ARTICLE 11
                                      TERM
                                      ----

     Unless sooner terminated by action of the Board, the Plan will terminate on
December 3, 2003.


                                   ARTICLE 12
                              CAPITAL ADJUSTMENTS
                              -------------------

     If at any time while the Plan is in effect, or while unexercised Stock
Options or SARs or unvested shares of Restricted Stock are outstanding, there
shall be any increase or decrease in the number of issued and outstanding shares
of Common Stock resulting from (1) the declaration or payment of a stock
dividend, (2) any recapitalization resulting in a stock split-up, combination,
or exchange of shares of Common Stock, or (3) other increase or decrease in such
shares effected without receipt of consideration by the Company, then and in
such event:

          (a) An appropriate adjustment shall be made in the maximum number of
     shares of Common Stock then subject to being awarded under the Plan and in
     the maximum number of shares of Common Stock

                                       14
<PAGE>
 
     then subject to being awarded to a Participant, to the end that the same
     proportion of the Company's issued and outstanding shares of Common Stock
     shall continue to be subject to being so awarded;

          (b) Appropriate adjustments shall be made in the number of shares of
     Common Stock purchasable under outstanding, unexercised Stock Options and
     the Option Exercise Price therefor, to the end that the same proportion of
     the Company's issued and outstanding shares of Common Stock in each such
     instance shall remain subject to purchase at the same aggregate Option
     Exercise Price;

          (c) Appropriate adjustments shall be made in the number of shares of
     Common Stock subject to outstanding, unexercised SARs and the SAR Price
     therefor, to the end that the same proportion of the Company's issued and
     outstanding shares of Common Stock in each instance shall remain subject to
     exercise at the same aggregate SAR Price; and

          (d) Appropriate adjustments shall be made in the number of outstanding
     shares of Restricted Stock with respect to which restrictions have not yet
     lapsed prior to any such change.

     Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, (i) the number, or Option Exercise Price, of shares of
Common Stock then subject to outstanding Stock Options granted under the Plan,
(ii) the number, or SAR Price, of SARs then subject to outstanding SARs granted
under the Plan, or (iii) the number of outstanding shares of Restricted Stock.

     Upon the occurrence of each event requiring an adjustment with respect
to Stock Options, SARs, or shares of Restricted Stock, the Company shall mail to
each affected Participant its computation of such adjustment which shall be
conclusive and shall be binding upon each such Participant.


                                   ARTICLE 13
                   RECAPITALIZATION, MERGER AND CONSOLIDATION
                   ------------------------------------------

          (a) The existence of this Plan and Incentives granted hereunder shall
     not affect in any way the right or power of the Company or its stockholders
     to make or authorize any or all adjustments, recapitalizations,
     reorganizations, or other changes in the Company's capital structure and
     its business, or any merger or consolidation of the Company, or any issue
     of bonds, debentures, preferred or preference stocks ranking prior to or
     otherwise affecting the Common stock or the rights thereof (or any rights,
     options, or warrants to purchase same), or the dissolution or liquidation
     of the Company, or any sale or transfer of all or any part of its assets or
     business, or any other corporate act or proceeding, whether of a similar
     character or otherwise.

          (b) Subject to any required action by the stockholders, if the Company
     shall be the surviving or resulting corporation in any merger or
     consolidation, any Incentive granted hereunder shall pertain to and apply
     to the securities or rights (including cash, property, or assets) to which
     a holder of the number of shares of Common Stock subject to the Incentive
     would have been entitled.

          (c) In the event of any merger or consolidation pursuant to which the
     Company is not the surviving or resulting corporation, there shall be
     substituted for each share of Common Stock subject to the unexercised or
     unvested portions of outstanding Incentives, that number of shares of each
     class of stock or other securities or that amount of cash, property, or
     assets of the surviving or consolidated company that were distributed or
     distributable to the stockholders of the Company in respect to each share
     of Common Stock held by them, such outstanding Incentives be thereafter
     pertain to such stock, securities, cash, or property in accordance with
     their terms (subject to subparagraph (d) below). Notwithstanding the
     foregoing, however, all such Incentives may be cancelled by the Board as of
     the effective date of any such 

                                       15
<PAGE>
 
     reorganization, merger, or consolidation, by giving notice to each holder
     thereof or his personal representative of its intention to do so and by
     permitting the exercise during the thirty (30) day period next preceding
     such effective date of any outstanding Stock Options or SARs, whether or
     not vested in accordance with their original terms, and by waiving all
     restrictions on outstanding shares of Restricted Stock.

          (d) In the event of a Change of Control, then, notwithstanding any
     other provision in this Plan to the contrary, all unmatured installments of
     Incentives outstanding shall thereupon automatically be accelerated and
     exercisable in full, and all restrictions and/or performance goals with
     respect to any Incentive shall be deemed satisfied. The determination of
     the Committee that any of the foregoing conditions has been met shall be
     binding and conclusive on all parties.


                                   ARTICLE 14
                           LIQUIDATION OR DISSOLUTION
                           --------------------------

          In case the Company shall, at any time while any Incentive under this
Plan shall be in force and remain unexpired, (i) sell all or substantially all
of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each
Participant may thereafter receive upon exercise of any Option or SAR (in lieu
of each share of Common Stock of the Company which such Participant would have
been entitled to receive) the same kind and amount of any securities or assets
as may be issuable, distributable, or payable upon any such sale, dissolution,
liquidation, or winding up with respect to each share of Common Stock of the
Company.  If the Company shall, at any time prior to the expiration of any
Incentive, make any partial distribution of its assets, in the nature of a
partial liquidation, whether payable in cash or in kind (but excluding the
distribution of a cash dividend payable out of earned surplus and designated as
such), then in such event the exercise prices then in effect with respect to any
outstanding Stock Options or SARs shall be reduced, on the payment date of such
distribution, in proportion to the percentage reduction in the tangible book
value of the shares of the Company's Common Stock (determined in accordance with
generally accepted accounting principles) resulting by reason of such
distribution.


                                   ARTICLE 15
                         INCENTIVES IN SUBSTITUTION FOR
                    INCENTIVES GRANTED BY OTHER CORPORATIONS
                    ----------------------------------------

          Stock Options, SARs and shares of Restricted Stock may be granted
under the Plan from time to time in substitution for options, stock appreciation
rights or shares of restricted stock held by employees of a corporation who
become or are about to become Employees of the Company or any Subsidiary as a
result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of stock of the employing corporation.
The terms and conditions of the substitute Incentives so granted may vary from
the terms and conditions set forth in this Plan to such extent as the Board at
the time of grant may deem appropriate to conform, in whole or in part, to the
provisions of the options, stock appreciation rights or shares of restricted
stock in substitution for which they are granted.

                                   ARTICLE 16
                            MISCELLANEOUS PROVISIONS
                            ------------------------

          16.1 INVESTMENT INTENT. The Company may require that there be
presented to and filed with it by any Participant under the Plan, such evidence
as it may deem necessary to establish that the Incentives granted or the shares
of Common Stock to be purchased or transferred are being acquired for investment
and not with a view to their distribution.

          16.2 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any
Incentive granted under the Plan shall confer upon any Participant any right
with respect to continuance of employment by the Company or any Subsidiary.

                                       16
<PAGE>
 
          16.3  INDEMNIFICATION OF BOARD AND COMMITTEE. No member of the Board
     or the Committee, nor any officer or Employee of the Company acting on
     behalf of the Board or the Committee, shall be personally liable for any
     action, determination, or interpretation taken or made in good faith with
     respect to the Plan, and all members of the Board or the Committee and each
     and any officer or employee of the Company acting on their behalf shall, to
     the extent permitted by law, be fully indemnified and protected by the
     Company in respect of any such action, determination, or interpretation.

          16.4  EFFECT OF THE PLAN. Neither the adoption of this Plan nor any
     action of the Board or the Committee shall be deemed to give any person any
     right to be granted an Award or any other rights except as may be evidenced
     by an Award Agreement, or any amendment thereto, duly authorized by the
     Committee and executed on behalf of the Company, and then only to the
     extent and upon the terms and conditions expressly set forth therein.

          16.5  COMPLIANCE WITH SECURITIES LAWS AND OTHER RULES AND REGULATIONS.
     The Plan, the grant and exercise of Incentives hereunder, and the
     obligation of the Company to sell and deliver shares of Common Stock, shall
     be subject to all applicable federal and state laws, rules and regulations
     and to such approvals by any government or regulatory agency as may be
     required. The Company shall have no obligation to sell or issue shares of
     Common Stock under any Incentive if the Committee determines, in its sole
     discretion, that issuance thereof would constitute a violation by the
     Participant or the Company of any provisions of any law or regulation of
     any governmental authority (including Section 16 of the Exchange Act) or
     any securities exchange or other forum in which shares of Common Stock are
     traded; and, as a condition of any sale or issuance of shares of Common
     Stock under an Incentive, the Committee may require such agreements or
     undertakings, if any, as the Committee may deem necessary or advisable to
     assure compliance with any such law or regulation.

          16.6  WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR TO EXPIRATION
     OF ISO HOLDING PERIOD.

               (a)  Condition Precedent. Whenever shares of Common Stock are to
          be issued pursuant an Award, the Company shall have the right to
          require the Participant to remit to the Company an amount sufficient
          to satisfy federal, state, local or other withholding tax requirements
          prior to the delivery of any certificate or certificates for such
          shares of Common Stock.

               (b) Manner of Satisfying Withholding Obligation. When a
          Participant is required to pay to the Company an amount required to be
          withheld under applicable tax laws in connection with an Award, such
          payment may be made (i) in cash, (ii) by check, (iii) if permitted by
          the Committee, by delivery to the Company of shares of Common Stock
          already owned by the Participant having a Fair Market Value on the
          date the amount of tax to be withheld is to be determined (the "Tax
          Date") equal to the amount required to be withheld, (iv) with respect
          to Stock Options, through the withholding by the Company ("Company
          Withholding") of a portion of the shares of Common Stock acquired upon
          the exercise of the Stock Options (provided that, with respect to any
          Stock Option held by a Reporting Participant, at least six months has
          elapsed between the Date of Grant of such Stock Option and the
          exercise involving tax withholding) having a Fair Market Value on the
          Tax Date equal to the amount required to be withheld, or (v) in any
          other form of valid consideration, as permitted by the Committee in
          its discretion; provided that a Reporting Participant shall not be
          permitted to satisfy his or her withholding obligation through Company
          Withholding unless required to do so by the Committee, in its sole
          discretion. The Committee may waive or modify any limitation contained
          in this Section that is not required for compliance with Rule 16b-3.

               (c) Notice of Disposition of Stock Acquired Pursuant to Incentive
          Stock Options. If shares of Common Stock acquired upon exercise of an
          Incentive Stock Option are disposed of by a Participant prior to the
          expiration of either two (2) years from the Date of Grant of such
          Stock Option or one (1) year from the transfer of shares of Common
          Stock to the Participant pursuant to the exercise of such Stock
          Option, or in any other disqualifying disposition within the meaning
          of Section 422 of the Code, such Participant shall notify the Company
          in writing of the date and terms of such disposition. A disqualifying
          disposition by a Participant shall not affect the status of any other
          Stock Option granted under the Plan as an Incentive Stock Option
          within the meaning of Section 422 of the Code.

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<PAGE>
 
          16.7  USE OF PROCEEDS. Proceeds from the sale of shares of Common
     Stock pursuant to Incentives granted under this Plan shall constitute
     general funds of the Company.

          16.8  LEGEND.  Each certificate representing shares of Common Stock
     issued to a Participant pursuant to the Plan shall bear the following
     legend, or a similar legend deemed by the Company to constitute an
     appropriate notice of the provisions hereof and the applicable security
     laws (any such certificate not having such legend shall be surrendered upon
     demand by the Company and so endorsed):

                On the face of the certificate:

                        "Transfer of this stock is restricted in accordance with
                        conditions printed on the reverse of this certificate."

                On the reverse:

                        "The shares of stock evidenced by this certificate are
                        subject to and transferrable only in accordance with
                        that certain CellStar Corporation 1993 Amended and
                        Restated Long-Term Incentive Plan, as amended from time
                        to time, a copy of which is on file at the principal
                        office of the Company in Carrollton, Texas. No transfer
                        or pledge of the shares evidenced hereby may be made
                        except in accordance with and subject to the provisions
                        of said Plan. By acceptance of this certificate, any
                        holder, transferee or pledge hereof agrees to be bound
                        by all of the provisions of said Plan."

                Insert the following legend on the certificate if the shares
                were not issued in a transaction registered under the applicable
                federal and state securities laws:

                        "Shares of stock represented by this certificate have
                        been acquired by the holder for investment and not for
                        resale, transfer or distribution, have been issued
                        pursuant to exemptions from the registration
                        requirements of applicable state and federal securities
                        laws, and may not be offered for sale, sold or
                        transferred other than pursuant to effective
                        registration under such laws, or in transactions
                        otherwise in compliance with such laws, and upon
                        evidence satisfactory to the Company of compliance with
                        such laws, as to which the Company may rely upon an
                        opinion of counsel satisfactory to the Company."

          A copy of this Plan shall be kept on file in the principal office of
          the Company in Dallas, Texas.

          IN WITNESS WHEREOF, the Company has caused this instrument to be
          executed as of March 22, 1996, by its President and Secretary pursuant
          to prior action taken by the Board.

                                                CELLSTAR CORPORATION

                                                By: /s/ Terry S. Parker
                                                   -----------------------------
                                                   President

Attest:
/s/ Elaine Flud Rodriguez
-------------------------
Secretary

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