Exhibit 10.20



Execution Copy



CONSENT AGREEMENT



This CONSENT AGREEMENT (this Consent) is entered into as of August 31, 2005, among CELLSTAR CORPORATION, a Delaware corporation
(Parent), each of Parents Subsidiaries signatory hereto (together with Parent, each an individual Borrower; and collectively, the Borrowers), the Lenders (as defined below) signatory
hereto, and WELLS FARGO FOOTHILL, INC.(formerly known as Foothill Capital Corporation), a California corporation, in its capacity as administrative agent (Agent) for the Lenders.



W I T N E S S E T H:



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



WHEREAS, CellStar International Corporation/Asia, a Delaware corporation and wholly-owned Subsidiary of the Parent (CellStar
International), has entered into that certain Amended and Restated Stock Purchase Agreement (CellStar Asia Stock Purchase Agreement) to sell 100% of the Stock of CellStar (Asia) Corporation Limited (CellStar
Asia) (the CellStar Asia Stock Sale); and



WHEREAS, CellStar International and certain other Affiliates have entered into that certain Stock Purchase Agreement (the CellStar Taiwan Stock Purchase Agreement; together with the CellStar Asia Stock Purchase Agreement,
collectively, the Stock Purchase Agreements) to sell 100% of the Stock of CellStar Telecommunication Taiwan Co., Ltd. (CellStar Taiwan) (the CellStar Taiwan Stock Sale; together with the
CellStar Asia Stock Sale, collectively, the Stock Sales)



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WHEREAS, neither Stock Sale is a Permitted Disposition, and Borrower has requested that Agent and the
Lenders consent to each Stock Sale and release their Liens on the Stock of CellStar Asia and CellStar Taiwan in connection with such Stock Sales; and



WHEREAS, Agent and the Lenders have agreed to (a) consent to the Stock Sales and (b) release their Liens on the Stock of CellStar Asia and
CellStar Taiwan, all on the terms and conditions provided herein;



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



1.    Consent to Stock Sales; Release of Liens.



(a)    Agent and the Lenders hereby consent to each Stock Sale and waive the
restrictions contained in Sections 7.3 (Restrictions on Fundamental Changes), 7.4 (Disposal of Assets), and 7.9 (Change of Control) of the Loan Agreement to the extent necessary to consummate each such Stock Sale, so long as the following conditions
are satisfied: (a) after giving effect to this Consent, no Default or Event of Default exists at the time of the consummation of the transactions contemplated by the Stock Purchase Agreements or would be caused thereby, (b) the proceeds
received by CellStar International for the CellStar Asia Stock Sale shall be not less than $12,000,000 ($6,000,000 of which must be in cash), (c) the net cash proceeds received by CellStar International from the CellStar Asia Stock Sale shall
be immediately used to prepay the outstanding Advances, (d) after giving effect to the transactions contemplated in the Stock Purchase Agreements, Parent and each if its Subsidiaries shall have no further obligation with respect to the
Indebtedness or other obligations of CellStar Asia, CellStar Taiwan and/or their Subsidiaries, whether as a guarantor, surety or otherwise, (e) the CellStar Asia Stock Sale shall be consummated pursuant to the terms and conditions contained in
the CellStar Asia Stock Purchase Agreement attached hereto as Exhibit A (with such changes as may be agreed upon by Agent), and (f) the CellStar Taiwan Stock Sale shall be consummated pursuant to the terms and conditions contained in the
CellStar Taiwan Stock Purchase Agreement attached hereto as Exhibit B (with such changes as may be agreed upon by Agent).



(b)    The Lenders authorize Agent to release any and all Liens or security interests held by the Agent pursuant to
the Loan Agreement against (i) the Stock of CellStar Asia upon the completion of the CellStar Asia Stock Sale and Agents receipt of the payment described in Section 1(c) above and (ii) the Stock of CellStar Taiwan upon
completion of the CellStar Taiwan Stock Sale. Agent and the Lenders acknowledge that, upon the completion of the Stock Sales and Agents receipt of the payment described in Section 1(c) above, neither Agent nor the Lenders shall have a
continuing right or interest in the Stock of CellStar Asia or CellStar Taiwan.



(c)    Upon the effectiveness of this Consent pursuant to Section 3 and satisfaction of the conditions set forth in Section 1 hereof, Agent agrees to file such documents as Borrower may
reasonably request, at Borrowers expense, in order to release Agents Lien on the Stock of CellStar Asia and CellStar Taiwan.



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2.    No Other Consents or Waivers. Except as set forth in Section 1
above, the execution, delivery and effectiveness of this Consent shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any
provision of the Loan Agreement or any of the other Loan Documents. Except for the consents and waivers set forth above, the text of the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect and each
Borrower hereby ratifies and confirms its obligations thereunder. This Consent shall not constitute a modification of the Loan Agreement or a course of dealing with the Agent or the Lenders at variance with the Loan Agreement such as to require
further notice by the Agent or the Lenders to require strict compliance with the terms of the Loan Agreement and the other Loan Documents in the future, except as expressly set forth herein. Each Borrower acknowledges and expressly agrees that the
Agent and the Lenders reserve the right to, and do in fact, require strict compliance with all terms and provisions of the Loan Agreement and the other Loan Documents. The Borrowers have no knowledge of any challenge to the Agents or any
Lenders claims arising under the Loan Documents, or to the effectiveness of the Loan Documents.



3.    Conditions Precedent to Effectiveness. This Consent 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 Consent by the Borrowers, the Required Lenders and the Agent; and



(b)    such other information, documents, instruments or approvals as the Agent or the Agents counsel may
reasonably require.



4.    Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows:



(a)    Each Borrower is a corporation or limited partnership organized or formed, as the
case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a
Material Adverse Change;



(b)    The execution, delivery, and performance by each Borrower of this Consent are within such Borrowers corporate or partnership authority, have been duly authorized by all necessary corporate or partnership
action and do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental
Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the
creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrowers shareholders, partners, or members or any approval or
consent of any Person under any material contractual obligation of any Borrower;



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(c)    The execution, delivery, and performance by each Borrower of
this Consent and the Stock Purchase Agreements (as applicable) do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person;



(d)    This Consent and all other
documents contemplated hereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be
limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors rights generally;



(e)    Except for the guarantees described in Sections 6(e) and (f) of the CellStar
Asia Stock Purchase Agreement, Parent and its Subsidiaries (other than CellStar Asia and its Subsidiaries) have no obligations with respect to the Indebtedness or other obligations of CellStar Asia, CellStar Taiwan and/or their Subsidiaries; and



(f)    No Default or
Event of Default is existing.



5.    Counterparts. This Consent may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. In proving
this Consent in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of a signature page hereto by facsimile transmission
or by e-mail transmission of an adobe file format document (also known as a PDF file) shall be as effective as delivery of a manually executed counterpart hereof.



6.    Costs, Expenses and Taxes. The Borrowers agree to pay on demand all reasonable costs and
expenses in connection with the preparation, execution, and delivery of this Consent and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder and thereunder.



7.    Governing Law. This Consent 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, without reference to the conflict or choice of laws provisions thereof.



8.    Loan Document. This Consent shall be deemed
to be a Loan Document for all purposes.



[Signature pages
follow]



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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Consent as of the day and year
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



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| |  |  |  |                                          |  |     |  |                                                     
| |  |  |  | ---------------------------------------- |  | --- |  | ----------------------------------------------------
| |  |  |  | NAC HOLDINGS, INC., a Nevada corporation
| |  |  |  |                                         
| |  |  |  |                                          |  | By: |  | /s/ Elaine Flud Rodriguez                           
| |  |  |  |                                          |  |     |  | Name:    Elaine Flud Rodriguez Title:      President

| |  |  |  |                                                                      |  |     |  |                                                                      
| |  |  |  | -------------------------------------------------------------------- |  | --- |  | ---------------------------------------------------------------------
| |  | 
| |  |  |  | CELLSTAR GLOBAL SATELLITESERVICES, 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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|                   |  |  |  |                                                                                |  |     |  |                                       
|------------------ |  |  |  | ------------------------------------------------------------------------------ |  | --- |  | --------------------------------------
|AGENT AND LENDERS: |  |  |  | WELLS FARGO FOOTHILL, INC., a California corporation, as Agent and as a Lender
|                   |  |  |  |                                                                               
|                   |  |  |  |                                                                                |  | By: |  | /s/ Robert Bernier                    
|                   |  |  |  |                                                                                |  |     |  | Name:    Robert Bernier Title:      VP

| |  |  |  |                                        |  |     |  |                                                           
| |  |  |  | -------------------------------------- |  | --- |  | ----------------------------------------------------------
| |  | 
| |  |  |  | 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/ Byron J. Turner III                                
| |  |  |  |                                            |  |     |  | Name:    Byron J. Turner III Title:      Vice President

| |  |  |  |                                            |  |     |  |             
| |  |  |  | ------------------------------------------ |  | --- |  | ------------
| |  | 
| |  |  |  | PNC BANK NATIONAL ASSOCIATION, as a Lender
| |  |  |  |                                           
| |  |  |  |                                            |  | By: |  |             
| |  |  |  |                                            |  |     |  | Name: Title: