Exhibit 10.18



WAIVER



As of May 31, 2005



CELLSTAR CORPORATION,

as Administrative Borrower

1730 Briercroft Court

Carrollton, Texas 75006



Ladies and Gentlemen:



Reference is hereby made to that certain Loan and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the
Loan Agreement), dated as of September 28, 2001, by and among CellStar Corporation, a Delaware corporation (the Parent), certain of its Subsidiaries (as defined therein) signatory thereto (together with the
Parent, each a Borrower and collectively the Borrowers), the lenders signatory thereto (Lenders) and Wells Fargo Foothill, Inc., as Administrative Agent for the Lenders (the
Agent). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.



The Agent and the Lenders have previously waived the Specified Events of Default (as defined below) provided that, among other things, the Parent file its
Form 10-K Annual Report, Form 10-Q Quarterly Report and deliver the Accountants Letter on or prior to May 31, 2005 pursuant to that certain Thirteenth Amendment and Waiver to Loan Agreement dated as of May 13, 2005 (the Previous
Waiver). The Borrowers anticipate that the Parent will not file its Form 10-K Annual Report, Form 10-Q Quarterly Report or deliver the Accountants Letter on or before May 31, 2005, in which case the Previous Waiver will be of no
further force or effect.



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 (the Specified 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 November 30, 2004 and February 28, 2005 as required under Section 7.20(a) of the Loan Agreement;



(b) Borrowers failure to maintain the Consolidated Tangible Net Worth and Fixed Charge Coverage Ratios
for the quarters ended prior to November 30, 2004 as required under Sections 7.20(a), (b) and (c) of the Loan Agreement solely as a result of Parents restatement of its previously delivered financial statements as contemplated
in the draft financial statements attached as Exhibit A to that certain Thirteenth Amendment and Waiver to Loan Agreement dated as of May 13, 2005 by and among the Agent, Lenders and the Borrowers (the Thirteenth
Amendment);



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(c) Parents failure to (A) file its Form 10-K Annual Report for the fiscal
year ending November 30, 2004 on or before March 1, 2005 in violation of Section 4.08 of the Indenture (the Indenture) for the Parents 12% Senior Subordinated Notes due January 2007 (the Subordinated
Notes), (B) file its Form 10-Q Quarterly Report for the fiscal quarter ending February 28, 2005 on or before April 15, 2005 in violation of Section 4.08 of the Indenture, and (C) cause its independent public
accountants to deliver a letter (the Accountants Letter) to the Trustee (as defined in the Indenture) confirming that their audit examination included a review of the terms of the Indenture and whether any Default or
Event of Default has come to their attention as required pursuant to Section 4.06(b) of the Indenture, in each case resulting in an Event of Default under Section 8.9 of the Loan Agreement;



(d) Parents failure to deliver the financial
statements of the Parent and its Subsidiaries for the quarter ended February 28, 2005 as required pursuant to Section 6.3(a) of the Loan Agreement; and



(e) Parents failure to deliver the audited financial statements of the Parent and its Subsidiaries for
the fiscal year ended November 30, 2004 as required pursuant to Section 6.3(b) of the Loan Agreement;



Each of the above waivers is subject to satisfaction of the following conditions:



(a) the Parent shall file its Form 10-K Annual Report for the fiscal year ended November 30, 2004,
which shall contain financial statements that are in form and substance substantially the same as the financial statements attached hereto as Exhibit A to the Thirteenth Amendment on or before July 15, 2005;



(b) Parent shall file its Form 10-Q Quarterly Report for the
fiscal quarter ended February 28, 2005 on or before July 15, 2005;



(c) Parent shall deliver the financial statements for the fiscal year ended November 30, 2004 as required by Section 6.3(b) of the Loan Agreement on or before July 15, 2005, which shall be in form and
substance substantially the same as the financial statements attached as Exhibit A to the Thirteenth Amendment;



(d) Parent shall deliver the financial statements for the quarter ended February 28, 2005 as required by Section 6.3(a) of the
Loan Agreement on or before July 15, 2005; and



(e) the holders of the Subordinated Notes (or the Trustee on behalf of the holders of the Subordinated Notes) shall not exercise any remedies against any Loan Party with respect to the Specified Events of Default (other than giving of
notice of default pursuant to Section 6.01(c) of the Indenture).



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Each Borrower hereby acknowledges and agrees that the failure to satisfy the conditions set forth herein
shall cause the waivers contained herein to be of no further effect.



Each of the Borrowers hereby represents and warrants that (i) as of the date hereof, the holders of the Subordinated Notes (or the trustee on behalf of the holders of the Subordinated Notes) have not exercised any remedies against any
Loan Party with respect to the Specified Events of Default or given notice of default pursuant to Section 6.01(c) of the Indenture with respect to the Specified Events of Default and (ii) after giving effect hereto, no event has occurred
and is continuing which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.



This Waiver shall not 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 the obligations under the Subordinated Notes, or the occurrence of any other Event of Default under the Loan Agreement (including the occurrence of any other failure
to comply with Section 6.3 or Section 7.20).



Except
as otherwise expressed herein, the text of the Loan Agreement and the other Loan Documents shall remain in full force and effect, and the Agent and the Lenders hereby reserve the right to require strict compliance in the future with all terms and
conditions of the Loan Agreement and the other Loan Documents.



This Waiver may be executed in any number of counterparts, each of which shall be deemed an original but all of which, when taken together, shall constitute one in the same agreement. Delivery of a counterpart hereto by facsimile
transmission or by transmission of an Adobe portable document format file (also known as a PDF file) shall be as effective as delivery of an original counterpart hereto.



This Waiver shall be deemed to be made pursuant to the laws of the State of Georgia with respect to agreements made and to
be performed wholly in the State of Georgia, and shall be construed, interpreted, performed and enforced in accordance therewith.



This Waiver shall be effective as of the date set forth above upon the execution hereof by the Agent, the Required Lenders and the Borrowers.



This Waiver shall constitute a Loan Document for all purposes.



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|                   |  |  |  |                                                                                |  |  |  | 
|------------------ |  |  |  | ------------------------------------------------------------------------------ |  |  |  | 
|AGENT AND LENDERS: |  |  |  | WELLS FARGO FOOTHILL, INC., a California corporation, as Agent and as a Lender

By:

/s/ Victor BarwigName: Victor BarwigTitle:   Sr. Vice PresidentFLEET CAPITAL CORPORATION, as a LenderBy:

/s/ H. Michael WillsName: H. Michael Wills Title:  Senior Vice PresidentTEXTRON FINANCIAL CORPORATION, as a LenderBy:

/s/ Stuart A. HallName: Stuart A. Hall Title:   Senior Account ExecutivePNC BANK NATIONAL ASSOCIATION, as a LenderBy:

/s/ Robin L. ArriolaName: Robin L. Arriola Title:   Vice President






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|                                                               |  |                                             
|-------------------------------------------------------------- |  | --------------------------------------------
|Acknowledged and agreed to as of the date first written above: |  |                                             
|                                                               | 
|BORROWERS:                                                     |  | CELLSTAR CORPORATION, a Delaware corporation

By:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title:   Sr. VP
and General CounselCELLSTAR, LTD., a Texas limited partnershipBy:

National Auto Center, Inc., its General PartnerBy:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title:   Sr. VP and General CounselNATIONAL AUTO CENTER, INC., a Delaware corporationBy:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title:   Sr. VP
and General CounselCELLSTAR FINANCO, INC., a Delaware corporationBy:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title:   Sr. VP
and General Counsel




[SIGNATURE PAGE
TO WAIVER LETTER]







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CELLSTAR INTERNATIONAL CORPORATION/SA, a Delaware corporationBy:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title: Sr. VP and General Counsel




CELLSTAR FULFILLMENT, INC., a Delaware corporationBy:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title: Sr. VP and General Counsel






CELLSTAR INTERNATIONAL CORPORATION/ASIA, a Delaware corporationBy:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title: Sr. VP and General Counsel




AUDIOMEX EXPORT CORP., a Texas corporationBy:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title: Sr. VP and General Counsel






NAC HOLDINGS, INC., a Nevada corporationBy:

/s/ Elaine Flud RodriguezName: Elaine Flud Rodriguez Title: President






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| |  |  |  |                                                                       |  |                           |  |                                                              
| |  |  |  | --------------------------------------------------------------------- |  | ------------------------- |  | -------------------------------------------------------------
| |  |  |  | CELLSTAR GLOBAL SATELLITE SERVICES, LTD., a Texas limited partnership
| |  | 
| |  |  |  | By:     National Auto Center, Inc., its General Partner              
| |  |  | 
| |  |  |  | By:                                                                   |  | /s/ Elaine Flud Rodriguez
| |  |  |  |                                                                       |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel
| |  | 
| |  |  |  | CELLSTAR FULFILLMENT LTD., a Texas limited partnership               
| |  | 
| |  |  |  | By:     CellStar Fulfillment, Inc., its General Partner              
| |  |  | 
| |  |  |  | By:                                                                   |  | /s/ Elaine Flud Rodriguez
| |  |  |  |                                                                       |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel





[SIGNATURE PAGE TO WAIVER LETTER]