<PAGE>
                                                                   EXHIBIT 10.47

                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

This Agreement is made between:

Motorola Ltd., trading as Motorola, Cellular Subscriber Division, UK, Midpoint, 
Alencon Link, Basingstoke, Hampshire, RG21 7PL, United Kingdom (Registered 
Office: Jays Close, Viables Industrial Estate, Basingstoke, Hampshire, RG22 4PD,
Registration No. 912182, England) (hereinafter called "Motorola")

and

Cellstar UK Limited, Bushbury House, 435 Wilmslow Road, Withington, Manchester 
M20 9AF (hereinafter called the "Distributor").



                          Recitals
                          1.    Appointment and Acceptance
                          2.    Prices, Payment and Marketing
                          3.    Order and Delivery
                          4.    Distributor Responsibilities
                          5.    Warranty, Customer Service and Type Approval
                          6.    Duration and Termination
                          7.    Remedies
                          8.    Proprietary Rights
                          9.    Confidentiality
                          10.   Sales to the US Government
                          11.   General
                          Schedules


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                       MOTOROLA CONFIDENTIAL PROPRIETARY




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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

RECITALS
--------

A.      Whereas Motorola is a producer of cellular subscriber products of
        international repute and wishes to appoint the distributor as a
        distributor of these products;

B.      Whereas the distributor is interested to obtain these products from
        Motorola for marketing and sale;

        Now it is agreed as follows:

1.      APPOINTMENT AND ACCEPTANCE
        --------------------------

        1.1     Motorola appoints the Distributor as distributor of the cellular
                telephone products listed in the Schedule A, (hereinafter
                referred to as the "Products") and agrees to deliver the
                Products to the Distributor in accordance with the terms of this
                Agreement.

        1.2     The Agreement is non-exclusive. Motorola may appoint additional
                distributors, retailers, dealers or make direct sales itself or
                through an affiliate in the Area of Prime Marketing
                Responsibility (as defined below). As used in this Agreement the
                term an "affiliate" of Motorola shall mean any corporation or
                entity ultimately owned or controlled, directly or indirectly,
                by Motorola Inc., USA.

        1.3     The Distributor's area of prime marketing responsibility is the
                UK ("the Area of Prime Marketing Responsibility"). Without
                prejudice to the Distributors' right to unrestricted sales
                distribution the Distributor recognises that his expertise in
                and knowledge of the Area of Prime Marketing Responsibility is a
                key factor to its appointment and as such performance in the
                Area of Prime Marketing Responsibility to Motorola's
                satisfaction is a condition of this Agreement. Specifically, the
                Distributor shall maintain, for a period of 6 months from the
                commencement of this Agreement, a supply of Products to those
                Service Providers not trading directly with Motorola at any time
                during this Agreement term.

        1.4     Motorola may revise the list of Products from time to time
                without any liability to the Distributor. At its sole discretion
                Motorola may also at any time discontinue the production or
                sale, or modify the design or material specifications of any
                Products or parts thereof, without any liability or obligation
                to the Distributor or its customers, including, without
                limitation, any obligation to modify any Products previously
                ordered by the Distributor.

2.      PRICES, PAYMENT AND MARKETING
        -----------------------------

        2.1     The Product prices are listed in Schedule B. Motorola will
                inform the Distributor of any change in Motorola prices without
                delay and, notwithstanding the terms of Schedule B. Motorola
                will apply any change to the prices for Products accordingly.
                The change in price for Products shall apply for all orders
                received prior to the price change and not yet despatched by
                Motorola as well as orders received after the price change. Any
                reduction in price will further apply to Products delivered
                within 30 days prior to the date of introduction of the new
                Motorola prices to the market and still in the Distributor's
                inventory, unless 30 days notice of the price change has been
                given by Motorola.

        2.2     The Distributor shall pay Motorola in accordance with Schedule
                C. If the Distributor fails to pay any invoice when due or if
                Motorola, in its reasonable discretion, deems the Distributor's
                financial condition inadequate, Motorola may, in addition and
                without prejudice to its other rights, suspend shipments of the
                Products. Without limiting the generality of the foregoing,
                Motorola is entitled to terminate the Agreement immediately by
                written notice should payments by the Distributor to Motorola be
                more than two months overdue.

        2.3     Motorola reserves the right at any time to decrease, eliminate,
                or otherwise limit the amount or duration of any credit which
                may be extended to the Distributor in general and/or with
                respect to any single purchase order.

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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

        2.4     Motorola may provide marketing support as it deems necessary to
                assist in promoting sales of the Products. This marketing
                support will be at 1% of the net sales value on a 50/50 split
                basis given similar expenditure from the Distributor. 
                Motorola's "Options" programme shall apply.

3.      ORDER AND DELIVERY
        ------------------

        3.1     Commencing 1st April 1996 and subsequently by the 15th day of
                each month the Distributor shall advise Motorola of its
                requirements for Products based on a rolling 12 month programme.
                The first three months of this programme is a fixed order for
                Products which shall bind the Distributor. The next three months
                can be modified by plus or minus 20% (by volume) from the prior
                order and the remaining 6 months of this programme shall be used
                only as a forecast.

        3.2     The Distributor shall submit written Purchase Orders to Motorola
                in respect of the binding element of clause 3.1 above. The
                receipt of such orders will be acknowledged by Motorola but no
                order will be binding on Motorola unless a further written
                acceptance is submitted by Motorola, or Products are delivered
                (whichever occurs first).

        3.3     The delivery terms are as specified in Schedule B. Motorola will
                endeavor to deliver the Products by the date(s) confirmed by
                Motorola. However, Motorola shall in no event by liable for any
                losses resulting from delays in the delivery of Products.

                Motorola does not warrant to the Distributor the continued
                availability of any of the Products, and the Distributor hereby
                expressly releases Motorola from liability for any loss or
                damage to the Distributor arising out of, or by virtue of, the
                failure of Motorola to accept or fulfil any orders due to
                particular shortages or general product unavailability howsoever
                caused. In the event of such shortages the Distributor consents
                to any apportionment of shipments that Motorola, at its sole
                discretion, may determine to be appropriate.

        3.4     All Products shall remain the property of Motorola until full
                payment is made by the Distributor.

        3.5     This Distributor agrees to comply with all applicable laws and
                regulations regarding the exportation or re-exportation (direct
                or indirect) of the Products or technical data supplied by
                Motorola.

4.      DISTRIBUTOR RESPONSIBILITIES
        ----------------------------

        Without prejudice to any other obligations contained in this Agreement
        the Distributor shall:

        4.1     Use its best efforts to sell, advertise and promote the sale and
                use of all of the Products throughout the Area of Prime
                Marketing Responsibility.

        4.2     In order to satisfy clause 4.1 above, purchase at least the
                minimum annual volumes of the Products referred to in 
                Schedule A.

        4.3     Conform to Motorola's service and engineering instructions when
                providing services for Products in order to fully satisfy
                customers.

        4.4     Order and maintain at least the minimum stock of inventory of
                the Products, parts, test equipment and installation equipment
                which the parties determine necessary to support the
                Distributor's sales effort in the Area of Prime Marketing
                Responsibility.

        4.5     Maintain a suitable place of business in a suitable location or
                locations, as the market may require and co-operate with
                Motorola to establish and maintain the standards and reputation
                of the Products.

        4.6     Appoint such sub-distributors, dealers, retailers in the Area of
                Prime Marketing Responsibility for the term of this Agreement as
                are necessary in order to provide adequate sales and service

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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT


                coverage; instruct such sub-distributors as necessary in the
                sale and servicing of Products and ensure they comply with
                Motorola's rules and policies concerning trademarks and trade
                names. The Distributor shall be liable to Motorola for the
                activities or omissions of sub-distributors, dealers, retailers
                appointed by the Distributor.

        4.7     Furnish to Motorola information relating to orders, sales,
                service, and inventory of Products and Product sales budgets and
                forecasts, in such a manner as Motorola may from time to time
                reasonably request and specifically sell through data on a
                weekly basis, with respect to the Area of Prime Marketing
                Responsibility.

        4.8     Comply with all relevant legal requirements including but not
                limited to all appropriate safety, environmental, type approval
                and other requirements.

        4.9     Provide a warranty for the Products to its customers which
                complies with applicable warranty requirements under the laws
                and competitive conditions of the country of resale.

5.      WARRANTY, CUSTOMER SERVICE AND TYPE APPROVAL
        --------------------------------------------

        5.1     Motorola will provide the Distributor with warranty, customer
                service and support as specified in Schedule D. The obligations
                of the parties in respect of Type Approval are also specified in
                Schedule D.

6.      DURATION AND TERMINATION
        ------------------------

        6.1     This Agreement shall commence on 1st April 1996 and will
                continue in force for a period of one year, subject to the
                provisions of this clause 6.

        6.2     The duration of this Agreement is specified in clause 6.1 above
                and it shall continue thereafter subject to Motorola terminating
                it by a written three month notice to the other party, such
                notice expiring at the end of the term in clause 6.1 above and
                being served in accordance with clause 11.14.

        6.3     Notwithstanding 6.2 above, either party may terminate this
                Agreement upon 30 days written notice to the other party in the
                case of a material breach by the other party of any obligation
                specified in this Agreement.

        6.4     Without prejudice to clause 2.2 above, the Agreement may be
                terminated forthwith by either party on giving notice in writing
                to the other if the other party, being a company, shall pass a
                resolution for winding up (otherwise than for the purpose of a
                solvent amalgamation or reconstruction where the resulting
                entity assumes all of the obligations of the relevant party
                under this Agreement), or a court shall make an order to that
                effect, or being a partnership shall be dissolved, or if the
                other party shall cease to carry on its business or
                substantially the whole of its business, or becomes or is
                declared insolvent or commits any act of bankruptcy or proposes
                to make any arrangement or composition with its creditors, or if
                a liquidator, administrator, receiver, or similar officer is
                appointed of any of the assets of the other or any analogous
                step is taken in connection with the others insolvency,
                bankruptcy or dissolution.

        6.5     On the expiration or termination of the Agreement, the 
                Distributor shall promptly return to Motorola:

                6.5.1   all documents placed at its disposal by Motorola.

                6.5.2   any type approvals held by the Distributor relating to
                        Products. Further, the Distributor agrees to render all
                        necessary assistance free of charge including but not
                        limited to the signing of the appropriate forms required
                        by the local type approval authorities, in connection
                        with the assignment of or re-application for type
                        approvals for Products.
                                                                                
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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

        6.6     No claims for compensation can be lodged by reason of the
                termination or expiry of the Agreement, unless these claims are
                based on the breach of contractual provisions by one of the
                parties.

        6.7     In the case of any change in the ownership or structure of the
                Distributor, the Distributor shall inform Motorola immediately.
                If Motorola deems the change will materially affect its position
                then Motorola reserves the right to terminate the Agreement with
                immediate effect without liability on the part of Motorola.

        6.8     Subject to clause 6.2 above, nothing contained in this Agreement
                shall be deemed to create any express or implied obligation on
                either party to renew or extend this Agreement or to create any
                right to continue this Agreement on the same terms and
                conditions contained in it.

        6.9     All sums owed by either party to the other shall become due and
                payable immediately upon the termination of this Agreement.

7.      REMEDIES
        --------

        This clause defines the limits of Motorola's liability to the
        Distributor in respect of this Agreement whether in contract or tort
        including negligence and the Distributor's sole remedies in respect of
        any act or default of Motorola.

        7.1     Motorola will accept liability for death or personal injury 
                resulting from its negligence.

        7.2     Motorola will accept liability for direct physical damage to the
                tangible property of the Distributor to the extent that it is
                caused by the negligence of Motorola subject to the exclusions
                set out in clause 7.4 below and up to a maximum limit of (pound
                sterling) 1 million sterling in the aggregate.

        7.3     Except as provided in clause 7.1 and 7.2 above, Motorola's total
                liability in respect of any one default shall not exceed 125% of
                the total purchase price of all the Products in respect of which
                Motorola is in default. If a number of defaults give rise to
                substantially the same loss or are attributable to the same or
                similar cause, then they shall be regarded as giving rise to
                only one claim hereunder. Motorola will be afforded a reasonable
                opportunity to remedy any such default.

        7.4     Except as provided in clause 7.1 above, Motorola shall not be
                liable for loss of profits, business, revenue, goodwill,
                anticipated savings, special, indirect or consequential losses
                even if foreseeable by or in the contemplation of Motorola or
                any claim made against the Distributor by any other person.

        7.5     Except as expressly stated herein, all conditions and warranties
                implied, statutory or otherwise, are hereby excluded to the
                maximum extent permitted by law.

8.      PROPRIETARY RIGHTS
        ------------------

        8.1     The Distributor will not impair Motorola's right, title or
                interest in its corporate name(s) or logo(s), or any part
                thereof, or to trademarks or trade names used on or in
                connection with Motorola's Products. Nothing herein shall grant
                to the Distributor any such right title or interest. The
                Distributor shall not encourage any practice which might be
                detrimental to the goodwill of Motorola or Motorola's Products.

        8.2     For the purposes of advertising and selling the Products, the
                Distributor may, during the term hereof, indicate that it is an
                authorised Distributor of Motorola for the Products in which
                case the Distributor will submit to Motorola specimens of its
                letterhead, business cards, telephone directory listings, truck
                markings and business establishment signs for approval of the
                format by Motorola, and the Distributor shall follow Motorola's
                specification with respect thereto. The

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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT


                Distributor shall have no rights to use the trademarks of 
                Motorola without prior written permission.

        8.3     The Distributor agrees, upon expiration or termination of this
                Agreement to immediately discontinue (i) using or making
                reference to Motorola's corporate name or to trade names and
                trademarks of Motorola, and (ii) representing directly or
                implicitly, that it is or was a Distributor of Motorola.

        8.4     Motorola agrees to defend at its expense any suit brought
                against the Distributor based upon a claim that any Products
                furnished hereunder directly infringe a third party patent,
                copyright or trademark and to pay costs and damages finally
                awarded in any such suit, provided that Motorola is notified
                promptly in writing of the suit and at Motorola's request and at
                its expense is given control of said suit and all requested
                assistance for defence of same. If the use or sale of any
                Products furnished hereunder is prevented by injunction as a
                result of suit. Motorola at its option and at its expense, shall
                obtain for the Distributor the right to use or sell said
                Products or shall substitute an equivalent Product reasonably
                acceptable to the Distributor and extend this indemnity thereto
                or shall advise the Distributor to return Products and
                discontinue further sales and Motorola shall reimburse the
                Distributor the purchase price thereof. This indemnity does not
                extend to any suit based upon any infringement or alleged
                infringement of any patent, copyright or trademark by the
                combination of any Products furnished by Motorola and other
                elements nor does it extend to any products of the Distributor's
                design or formula. The foregoing states the entire liability of
                Motorola for patent, copyright or trademark infringement.

        8.5     Motorola has certain rights in Motorola software, firmware or
                other computer programs or data residing in the Products
                (hereinafter referred to collectively as "Software"), including
                without limitation the right to prepare works derived from same
                in copies and distribute copies of same. The Distributor shall
                not prepare works derived from, reproduce in copies or
                distribute copies of, any Motorola Software except for
                demonstration purposes.

        8.6     Whenever the term "Motorola" is used in this clause it also
                covers affiliates of Motorola as defined in clause 1.2.

9.      CONFIDENTIALITY
        ---------------

        9.1     Confidential information is defined as information which
                relates to the business activities of either party in
                particular, but not limited to, all information relating to the
                details of this Agreement and the prices at which the
                Distributor purchases the Products from Motorola, as well as
                information which it may receive in connection with this
                Agreement concerning names of the business concerns using the
                Products, and the organisation, business dealings or affairs of
                Motorola, which is disclosed in oral, written, graphic, and/or
                sample form, being clearly designated, labelled or marked as
                confidential at the time of its disclosure.
 
        9.2     The Distributor undertakes not to reproduce or distribute such
                Confidential information, and to take all reasonable means to
                prevent the dissemination of such information to anyone except
                the Distributor's employees who may need it for the performance
                of their duties, except as may be authorised by Motorola in
                writing. The obligations of confidentiality provided for herein
                shall survive the expiration or termination of this Agreement
                for whatever reason, for a period of 5 years from the date of
                such termination.

10.     SALES TO THE US GOVERNMENT
        --------------------------

        10.1    If the Distributor sells Motorola's Products or services to the
                US Government or to a prime contractor selling to the US
                Government, the Distributor does so solely at its own option and
                risk. The Distributor remains solely and exclusively responsible
                for compliance with all statutes and regulations governing sales
                to the US Government. Motorola makes no representations.

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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

            certifications or warranties whatsoever with respect to the ability
            of its goods, services or prices to satisfy any such statutes or
            regulations.

11.  GENERAL
     -------
 
     11.1   Any obligations and responsibilities which by their nature extend
            beyond the expiration or termination of this Agreement, including
            but not limited to clauses 6.5, 7, 8 and 9, shall survive and
            remain in effect.

     11.2   The headings used in this Agreement are for convenience only and
            shall not be used in order to construe the terms of this Agreement.

     11.3   No waiver by either party of any of its rights hereunder shall
            prejudice its ability to enforce such rights.

     11.4   If any provision of this Agreement is found by any court or
            competent authority to be void or unenforceable, such provision
            shall be deemed to be deleted from this Agreement and the remaining
            provisions shall be given effect so far as is possible.
            Notwithstanding the foregoing the parties shall thereupon negotiate
            in good faith in order to agree the terms of a mutually satisfactory
            provision to be substituted for the provision so found to be void or
            unenforceable.

     11.5   Neither party shall be under any liability whatsoever in respect of
            any breach of this Agreement to the extent that this is due directly
            or indirectly to a cause beyond its reasonable control.

     11.6   Unless expressly provided for elsewhere in this Agreement, any
            revisions to this Agreement must be agreed upon in writing by both
            the Distributor and Motorola and must be signed by authorised
            representatives of both companies.

     11.7   The Agreement and any amendments will be prepared in the English
            language. If translated the English version shall be the only
            legally binding version and the only version used for
            interpretation.

     11.8   No assignment of this Agreement by the Distributor or any right or
            obligation hereunder shall be made by the Distributor without the
            prior written consent of Motorola.

     11.9   Motorola may from time to time assign the benefit and/or the burden
            of this Agreement in whole or in part to its affiliate without the
            consent of the Distributor and may from time to time authorise its
            affiliates to have the benefit of any of its rights and/or to carry
            out any of its obligations without the consent of the Distributor.

     11.10  Motorola and the Distributor are independent contractors. Neither
            party shall act or represent itself, as agent, partner, employee,
            joint venture or representative of the other party or any of its
            affiliates; nor shall either party assume or create any obligation
            or liability on behalf of the other party or any of its affiliates
            or hold itself out as entitled to do so.

     11.11  The Distributor will refrain from any activities which are illegal,
            unethical or which might bring Motorola into disrepute or which
            constitute or could be made to be a serious conflict of interest or
            which might give the appearance of impropriety. The Distributor will
            co-operate fully in any investigation or evaluation of such matters.
            Breach of this clause by the Distributor will entitle Motorola to
            terminate this Agreement without notice.

     11.12  All disputes between Motorola and the Distributor arising out of or
            relating to this Agreement shall be referred first to senior
            executives appointed by the parties who have the authority to settle
            the same. If the dispute cannot be resolved through negotiation
            within a maximum period of 14 days, or such other period as agreed
            in writing by the parties, it may be referred to the exclusive
            jurisdiction of the English courts.

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     11.13  This Agreement and the rights and duties of the parties shall be
            governed and interpreted according to the laws of England. All
            disputes shall be submitted to the exclusive jurisdiction of the
            English courts.

     11.14  All notices hereunder must be made in writing and sent to the 
            following address either by fax or first class or registered mail:

            1.  Motorola Ltd., trading as Cellular Subscriber Division, UK
                Midpoint, Alencon Link, Basingstoke, Hampshire, RG21 7PL, 
                England

                Tel No: 01256 817474
                Fax No: 01256 27092

                For the Attention of:   Ian Hicks

            2.  Cellstar UK Limited, Bushbury House, 435 Wilmslow Road, 
                Withington, Manchester M20 9AF

                Tel No: TBA
                Fax No: TBA

                For the Attention of:   TBA

            Notices shall be deemed to be received on the next business day
            after transmission to the correct fax number in the case of faxes
            and five business days after despatch in the case of messages sent
            by post. All faxed notices shall be followed up by post.

     11.15  This Agreement and its Schedules are the complete and exclusive
            statement of the agreement of the parties relating to the subject
            matter hereof and supersedes all proposals or prior agreements oral
            or written and all other communications between the parties relating
            thereto.

     11.16  The Schedules outlined below, are an integral part of this Agreement
            and may, where necessary, be modified by Motorola upon written
            notice to the Distributor. In the event of any conflict between the
            Agreement text and the Schedules, the Agreement shall take
            precedence:

                Schedule A -    Products and Volume
                Schedule B -    Pricing
                Schedule C -    Payment and Credit Terms
                Schedule D -    Warranty, Customer Service and Type Approvals

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THE SIGNATORIES TO THIS AGREEMENT ARE FULLY AUTHORISED BY THEIR COMPANY TO SIGN 
ON ITS BEHALF.

SIGNATURES TO THE AGREEMENT                     
---------------------------                     

CELLSTAR UK LIMITED                      MOTOROLA LTD

Signature: /s/ Alan H. Goldfield         Signature: /s/ Ralph Pin
           ------------------------                 ------------------------

Name:      Alan H. Goldfield             Name:      Ralph Pin
           ------------------------                 ------------------------

Title:     Director                      Title:     Corp. V.P.
           ------------------------                 ------------------------

Date:      April 3rd 1996                Date:      4/3/96
           ------------------------                 ------------------------

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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

                                  SCHEDULE A

                              PRODUCTS AND VOLUME

1.  Motorola Product Description
    ----------------------------

    ETACS and GSM Products, and accessories, as agreed in writing between the 
    parties from time to time.

    It is the intention of both parties to explore the UK distribution
    opportunities for PCN products and accessories. This will be done by
    agreement with the relevant UK PCN Operators to ensure commercial viability
    to all three parties of the product distribution channels to market.

2.  Volume
    ------

    Subject to favourable market conditions the minimum purchase commitment for
    the Agreement year is 200,000 units of those Products (excluding
    accessories) detailed in this Schedule.


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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

                                  SCHEDULE B

                                    PRICING

1.  All prices for Products are Ex-Works Motorola Distribution Centres, as
    defined in Incoterms 1990 (and are exclusive of Tax, Import Duties).

2.  Prices for Products and accessories are in Pounds Sterling and as advised in
    writing by Motorola from time to time.

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                                  SCHEDULE C

                           PAYMENT AND CREDIT TERMS

1.  All payments will be made in UK Pounds Sterling as defined on the relevant 
    invoice

2.  The due date for payment will be 30 days from the end of the month in which 
    the invoice is rendered.

3.  The Distributor will not withhold payment for shipments which satisfy part 
    of an order.

4.  Motorola reserves the right to claim interest in case of late payments. The
    interest shall be compounded at 2% per month and will be charged monthly to
    the account.

5.  Motorola will give early settlement discount of 2% of the gross invoiced 
    amount for cash with order, and 1% for payment received by the end of the 
    fourteenth day following the invoice date.

6.  Notwithstanding the above, Motorola may agree in writing alternative methods
    of payment and credit terms. Motorola at all times reserves the right to
    amend from time to time and without prior notice such payment/credit terms.

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                                  SCHEDULE D

                 WARRANTY, CUSTOMER SERVICE AND TYPE APPROVAL

1  WARRANTY
   --------

   1.1  Subject as herein provided Motorola warrants to the Distributor that all
        Products supplied hereunder will comply with the applicable Motorola
        published specifications at the date of purchase for 12 months from the
        date of purchase by the end-user.

   1.2  In the event of any proven breach of Motorola's warranty set out in
        clause 1.1 of this Schedule D (whether by reason of defective materials,
        production faults or otherwise) Motorola's liability shall be limited to
        the repair or replacement, at Motorola's option, of module/assemblies
        only (where a module is defined as a product's transceiver or handset
        and an assembly is defined as transceiver/handset printed circuit
        boards).

   1.3  This warranty provision is subject to the following exclusions and the
        warranty shall not apply to products which Motorola determines have:

        i)    been subjected to testing for other than specified electrical
              characteristics;
        
        ii)   been operated in abnormal working conditions or environmental
              conditions in excess of the recommendations stipulated in the
              relevant specifications;

        iii)  been mishandled, misused, wilfully damaged, neglected, improperly
              tested, repaired, altered or defaced;

        iv)   been subjected to assembly or processing which alters physical or
              electrical properties;

        v)    arisen as a result of the Distributor's own design, formula,
              drawing or specification;

        vi)   arisen as a result of the Distributor failing to follow Motorola's
              instructions.

   1.4  Motorola cannot be responsible in any way for defects in any Products
        arising as a result of non-Motorola accessories or ancillary equipment
        attached to or being used in connection with the Products.

   1.5  All faulty modules/assemblies shall be returned as complete modules/
        assemblies to Motorola by the Distributor at no cost to Motorola to "the
        designated Motorola Repair Centre". Motorola shall at its absolute
        discretion repair failed modules/assemblies or provide replacement
        module/assemblies as per clause 1.2 of this Schedule D within the
        warranty period. Motorola shall pay the shipping cost for returning
        repaired and or replacement modules/assemblies to the Distributor. The
        Distributor shall forward the modudles/assemblies for repair to the
        Motorola designated Repair Centre from a central point of despatch.

        1.5.1     The Distributor shall notify Motorola on a monthly basis in
                  writing, of any faulty accessories. Motorola shall at its
                  absolute discretion repair / replace faulty accessories or
                  refund the value of the same at the current Distributor
                  purchase price.

        1.5.2     The Mechanical Serial Number (MSN) of the Transceiver /
                  Handset is used as a criterion for warranty tracking. Proof of
                  purchase by the end user shall be utilised.

        1.5.3     All units being returned for repair shall have undergone a
                  local test on an appropriate test set and shall be returned to
                  Motorola together with the test set printout detailing the
                  failure mode.

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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

     1.6  Motorola shall use its reasonable endeavours to provide a maximum turn
          around time of modules/assemblies sent to Motorola for repair, of
          fifteen working days from the date of receipt at the designated
          Motorola Repair Centre.

     1.7  Warranty Failure Reporting - The Distributor will supply Motorola the
          following information on a monthly basis:

             1.  Product Type                5.  Repair Code
             2.  M.S.N.                      6.  Repair Description
             3.  Fault Code                  7.  Parts Used
             4.  Fault Description

2.   SERVICE AND SUPPORT
     -------------------

     Service Procedures are available from the Customer Services Manager.

     2.1  TRAINING

          2.1.1  Motorola shall provide free of charge to the Distributor
                 technical training for repairs. The Distributor shall have the
                 option to nominate up to a maximum of 6 persons to attend. For
                 the duration of the Agreement Motorola undertakes to provide
                 this level of training for each new product family introduced.
                 Motorola shall at its sole discretion nominate the course
                 content and duration. The training shall take place at
                 Motorola's premises or if deemed necessary at the Distributor's
                 premises. The Distributor shall bear the travel, accommodation
                 and subsistence cost of the Distributor's personnel. The
                 Distributor shall also bear the costs of Motorola's personnel
                 including travel, accommodation and subsistence in the case
                 that the location is other than Motorola's designated premises.
                 The Distributor shall have the option to nominate more than 6
                 trainees. In this event Motorola shall charge the Distributor a
                 daily fee of xxxxx per trainee. The Distributor shall bear the
                 cost of travel, accommodation and subsistence of their own
                 personnel.

          2.1.2  Once the training requirements in clause 2.1.1 of this Schedule
                 D have been met the Distributor shall be free to request
                 further training as it deems necessary. Motorola shall be free
                 to charge the Distributor full commercial rates for the
                 requested training as stated in clause 2.1.1 of this Schedule
                 above.

          2.1.3  The training courses shall be based on the "Train The Trainer"
                 concept. Documentation will be provided to each of the
                 attendees.

     2.2  TECHNICAL DOCUMENTATION

          2.2.1  Such technical documentation shall be supplied by Motorola to
                 the Distributor's personnel during the training sessions as
                 Motorola deems appropriate.

          2.2.2  The Distributor shall be entitled to use, duplicate and/or edit
                 Motorola's training documentation exclusively for its own
                 internal use. The Distributor must reproduce the relevant
                 Motorola copyright notice to accompany any such documentation.

     2.3  SPARE PARTS

          2.3.1  The recommended spares holding per product as advised by
                 Motorola shall apply.

          2.3.2  Motorola's then current Spare Parts Price List, as may be
                 amended from time to time by the Service Department, shall
                 apply.

          2.3.3  The Distributor shall be responsible for forecasting and
                 ordering the spare parts from Motorola.

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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT

          2.3.4  The order point for spare parts orders shall be Customer
                 Support.
          
          2.3.5  The contact point for spare parts forecasts shall be Logistics.
                 Forecasts shall be submitted monthly to Motorola on a three
                 month rolling basis.
          
          2.3.6  Motorola shall provide the Distributor with five years support
                 for all Products from the date of the last delivery of the
                 Product to the Distributor.
          
                 When Motorola intends to terminate manufacture of a Product,
                 Motorola shall inform the Distributor and give them the
                 opportunity to order and receive a "last time buy" for spare
                 parts as may be available and required by the Distributor.
          
                 In addition to a "last time buy" Motorola may provide spare
                 parts for the Product for a maximum period of three years from
                 the date of Product termination.
          
                 In the event such spare parts may be unavailable for any reason
                 then Motorola shall offer a refurbishment or replacement
                 service (at its sole discretion) for a maximum period of five
                 years from the date of Product termination.
          
                 Such refurbishment/replacement shall be charged to the
                 Distributor at the then current equivalent repair rate for that
                 Product.

     2.4  REPAIRS

          2.4.1  Motorola shall supply the Distributor with a detailed listing
                 of Faults and Repair Codes as per this Schedule to be used when
                 sending product for repairs/repaired product.

          2.4.2  At Motorola's sole discretion the Distributor may be allowed to
                 carry out repairs. In this event the Distributor shall comply
                 with Motorola's service guide lines as a M.A.S.C. (Motorola
                 Approved Service Centre) as may from time to time be
                 amended/advised.

     2.5  OUT OF WARRANTY REPAIRS

          2.5.1  Out of warranty repairs carried out by Motorola shall be
                 governed by Motorola's price list at the time and as may be
                 amended from time to time. Motorola shall notify the
                 Distributor, with 90 days notice, of any changes in prices for
                 out of warranty repairs. The Distributor shall bear the
                 transportation cost when returning faulty module/assemblies for
                 repair, and Motorola shall bear the transportation costs when
                 returning repaired module/assemblies to the Distributor.

     2.6  EXPRESS EXCHANGE

          At Motorola's sole discretion the Distributor may be permitted to
          participate in Motorola's Express Exchange Programme.

          2.6.1  Motorola shall provide to the Distributor such assistance as is
                 reasonably necessary in setting up an Express Exchange
                 Programme, or similar, to support the Distributor's own
                 customers and end users. The Distributor shall be responsible
                 for establishing the Express Exchange Centres and for
                 implementing the programme.

          2.6.2  Motorola shall provide free of charge to the Distributor a "to
                 be determined" quantity of product transceivers on a loan basis
                 to support the warranty base, as well as a master copy of
                 promotional material and relevant documentation.

          2.6.3  The Express Exchange pool of transceivers shall remain the
                 property of Motorola.

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                     CELLSTAR DISTRIBUTOR SUPPLY AGREEMENT
    
     GSM  2.6.4  In the event that across-border visitor using a Motorola
                 branded transceiver experiences a warranty failure, service
                 assistance will be provided via the Express Exchange programme
                 providing the transceiver is in warranty. The Distributor shall
                 submit a warranty claim to Motorola to cover such assistance
                 giving details of the transceiver model and MSN - Customer Name
                 and Country of Origin - Customer's Telephone Number. Motorola
                 will reimburse the Distributor accordingly.

3.   TYPE APPROVAL
     -------------

     3.1  All Products supplied under the terms of this Agreement shall have
          type approval from the relevent competent authority which shall be the
          responsibility of Motorola. The Distributor shall provide reasonable
          assistance to Motorola in order to fulfil this responsibility; such
          assistance shall not be unreasonably withheld.

     3.2  Motorola warrants that the products meet the essential requirements of
          NET 10 in effect as of the date of declaration (GSM11.10 vg 3.8.0).

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                       MOTOROLA CONFIDENTIAL PROPRIETARY