Exhibit 10.19



WAIVER



As of July 15, 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 certain of 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 July 15, 2005 pursuant to that certain Waiver dated as of May 31, 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 July 15, 2005, in which case the Previous Waiver will be of no further force or effect.



Subject to the terms and conditions set forth in this letter
(this Waiver), 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, (C) file its Form 10-Q Quarterly Report for
the fiscal quarter ending May 31, 2005 on or before July 15, 2005 in violation of Section 4.08 of the Indenture, and (D) 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 quarters ended February 28,
2005 and May 31, 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 as Exhibit A to the Thirteenth Amendment on or before September 6, 2005;



(b) Parent shall file its Form 10-Q Quarterly Report for the fiscal quarters ended February 28, 2005
and May 31, 2005 on or before September 6, 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 September 6, 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 fiscal quarters ended February 28, 2005 and May 31, 2005 as required
by Section 6.3(a) of the Loan Agreement on or before September 6, 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



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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).



In addition, the Borrowers have requested that the Agent and
Lenders waive restrictions contained in the Loan Agreement to the extent required to permit CellStar Netherlands to assign approximately $43 Million of intercompany receivables owed to it by CellStar Mexico to the Parent and certain of its
Subsidiaries and upon such assignment permit such Persons to convert the assigned intercompany receivables into non-voting stock of CellStar Mexico (the CellStar Mexico Receivables Transaction).



The Agent and the Lenders hereby waive restrictions contained in the Loan
Agreement to the extent required to permit the CellStar Mexico Receivables Transaction so long as the following conditions are satisfied: (a) after giving effect to this Waiver, no Default or Event of Default then exists or would be caused
thereby, (b) no cash or Cash Equivalents will be transferred in connection with the CellStar Mexico Receivables Transaction except payment of intercompany interest by CellStar Mexico to CellStar Netherlands in an amount not to exceed
$3,700,000 which may further be paid to Parent or one of its Domestic Subsidiaries in satisfaction of intercompany debt owing to Parent or such Domestic Subsidiary by CellStar Netherlands and which may then be invested by such Person into CellStar
Mexico in the form of a capital contribution and (c) the aggregate principal amount of intercompany receivables assigned and converted to equity pursuant to the CellStar Mexico Receivables Transaction does not exceed $43,000,000.



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).



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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 become
effective as of the date hereof when, and only when, the Agent shall have received each of the following:



(a) fully executed and delivered counterparts of this Waiver by the Borrowers, the Required Lenders and the Agent; and



(b) payment of a documentation fee from the Borrowers in the
amount of $20,000.00 (it being understood that, by execution and delivery of this Waiver, the Borrowers authorize the Agent to charge the Borrowers Loan Account for such fee and such amount shall thereafter accrue interest at the rate
applicable to Advances under the Loan Agreement in accordance with Section 2.6 of the Loan Agreement) which shall be for the benefit of the Lenders signatory hereto and shall be allocated equally among such Lenders.



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/ Robert Bernier  
|                   |  |  |  |                                                                                |  |                      |  | Name: Robert Bernier Title: Vice President          
|                   |  | 
|                   |  |  |  | FLEET CAPITAL CORPORATION, as a Lender                                        
|                   |  |  | 
|                   |  |  |  | By:                                                                            |  | /s/ H. Michael Wills
|                   |  |  |  |                                                                                |  |                      |  | Name: H. Michael Wills Title: Senior Vice President 
|                   |  | 
|                   |  |  |  | TEXTRON FINANCIAL CORPORATION, as a Lender                                    
|                   |  |  | 
|                   |  |  |  | By:                                                                            |  | /s/ Stuart A. Hall  
|                   |  |  |  |                                                                                |  |                      |  | Name: Stuart A. Hall Title: Senior Account Executive
|                   |  | 
|                   |  |  |  | PNC BANK NATIONAL ASSOCIATION, as a Lender                                    
|                   |  |  | 
|                   |  |  |  | By:                                                                            |  | /s/                 
|                   |  |  |  |                                                                                |  |                      |  | Name: Title:                                        





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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 Rodriguez
|           |  |  |  |                                                         |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel
|           |  | 
|           |  |  |  | CELLSTAR, 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
|           |  | 
|           |  |  |  | NATIONAL AUTO CENTER, INC., a Delaware corporation     
|           |  |  | 
|           |  |  |  | By:                                                     |  | /s/ Elaine Flud Rodriguez
|           |  |  |  |                                                         |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel
|           |  | 
|           |  |  |  | CELLSTAR FINANCO, INC., a Delaware corporation         
|           |  |  | 
|           |  |  |  | By:                                                     |  | /s/ Elaine Flud Rodriguez
|           |  |  |  |                                                         |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel





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| |  |  |  |                                                                 |  |                           |  |                                                              
| |  |  |  | --------------------------------------------------------------- |  | ------------------------- |  | -------------------------------------------------------------
| |  |  |  | CELLSTAR INTERNATIONAL CORPORATION/SA, a Delaware corporation  
| |  |  | 
| |  |  |  | By:                                                             |  | /s/ Elaine Flud Rodriguez
| |  |  |  |                                                                 |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel
| |  | 
| |  |  |  | CELLSTAR FULFILLMENT, INC., a Delaware corporation             
| |  |  | 
| |  |  |  | By:                                                             |  | /s/ Elaine Flud Rodriguez
| |  |  |  |                                                                 |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel
| |  | 
| |  |  |  | CELLSTAR INTERNATIONAL CORPORATION/ASIA, a Delaware corporation
| |  |  | 
| |  |  |  | By:                                                             |  | /s/ Elaine Flud Rodriguez
| |  |  |  |                                                                 |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel
| |  | 
| |  |  |  | AUDIOMEX EXPORT CORP., a Texas corporation                     
| |  |  | 
| |  |  |  | By:                                                             |  | /s/ Elaine Flud Rodriguez
| |  |  |  |                                                                 |  |                           |  | Name: Elaine Flud Rodriguez Title: Sr. VP and General Counsel
| |  | 
| |  |  |  | NAC HOLDINGS, INC., a Nevada corporation                       
| |  |  | 
| |  |  |  | By:                                                             |  | /s/ Elaine Flud Rodriguez
| |  |  |  |                                                                 |  |                           |  | Name: 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





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