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                                                                   EXHIBIT 10.15

                             CELLSTAR CORPORATION

              1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
              --------------------------------------------------
              (as amended and restated through January 13, 1998)

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

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

     This Plan, as amended and restated, shall be effective as of January 13,
1998.


                                   ARTICLE 1
                                    PURPOSE
                                    -------

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

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

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

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

     Unless otherwise specified by the Compensation Committee at the time of
grant, with respect to Reporting Participants, the Plan and all transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3.  To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed null and void ab initio, to the extent
permitted by law and deemed advisable by the Committee.


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

     For purposes of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
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          2.1  "Adverse Consequence" means (i) the loss of qualification of a
     Stock Option for special treatment under Rule 16b-3 or the commencement of
     a new holding period under such rule; (ii) the disqualification of a Stock
     Option as an Incentive Stock Option or the repricing of such Stock Option;
     or (iii) the Company's inability to claim the Section 162(m) Exception with
     respect to a Stock Option or the repricing of such Stock Option.

          2.2  "Advisor" means any person performing advisory or consulting
     services for the Company or any Subsidiary, with or without compensation,
     to whom the Company chooses to grant an Award in accordance with the Plan,
     provided that bona fide services must be rendered by such person and such
     services shall not be rendered in connection with the offer or sale of
     securities in a capital raising transaction.

          2.3   "Applicable Law" shall have the meaning set forth in Article 3
     below.

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

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

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

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

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

          2.9  "Change of Control" means any of the following:  (i) any
     consolidation or merger of the Company in which the Company is not the
     continuing or surviving corporation or pursuant to which shares of the
     Company's Common Stock would be converted into cash, securities or other
     property, other than a merger of the Company in which the holders of the
     Company's Common Stock immediately prior to the merger have the same
     proportionate ownership of the surviving corporation immediately after the
     merger; (ii) any sale, lease, exchange or other transfer (in one
     transaction or a series of related transactions) of all or substantially
     all of the assets of the Company; (iii) approval by the stockholders of the
     Company of any plan or proposal for the liquidation or dissolution of the
     Company; (iv) the cessation of control (by virtue of their not constituting
     a majority of directors) of the Board by the individuals (the "Continuing
     Directors") who (x) at the effective date of this Plan were directors or
     (y) become directors after the effective date of this Plan and whose
     election or nomination for election by the Company's stockholders was
     approved by a vote of at least two-thirds of the directors then in office
     who were directors at the effective date of this Plan or whose election or
     nomination for election was previously so approved; (v) in a Title 11
     bankruptcy proceeding, the appointment of a trustee or the conversion of a
     case involving the Company to a case under Chapter 7; or (vi) the
     acquisition of beneficial ownership (within the meaning of Rule 13d-3 under
     the Exchange Act) of an aggregate of 15% or more of the voting power of the
     Company's outstanding voting securities by any person or persons acting as
     a group (within the meaning of Rule 13d-5 under the Exchange Act) who
     beneficially owned less than 10% of the voting power of the Company's
     outstanding voting securities on the effective date of this Plan, or the
     acquisition of beneficial ownership of an additional 5% of the voting power
     of the Company's outstanding voting securities by any person or group who
     beneficially owned at least 10% of the voting power of the Company's
     outstanding voting securities on the effective date of this Plan; provided,
                                                                       -------- 
     however, that, notwithstanding the foregoing, an acquisition shall not
     -------                                                               
     constitute a Change of Control hereunder if the acquiror is (v) Alan H.
     Goldfield ("Goldfield"), (w) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company and acting in such
     capacity, (x) 

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     a corporation owned, directly or indirectly, by the stockholders of the
     Company in substantially the same proportions as their ownership of voting
     securities of the Company; (y) a person or group meeting the requirements
     of clauses (i) and (ii) of Rule 13d-1(b)(1) under the Exchange Act; or (z)
     any other person whose acquisition of shares of voting securities is
     approved in advance by a majority of the Continuing Directors; and provided
     further that no Change of Control shall be deemed to have occurred from a
     transfer of the Company's voting securities by Goldfield to (v) a member of
     Goldfield's immediate family (within the meaning of Rule 16a-1(e) of the
     Exchange Act) either during Goldfield's lifetime or by will or the laws of
     descent and distribution; (w) any trust as to which Goldfield or a member
     (or members) of his immediate family is the beneficiary; (x) any trust as
     to which Goldfield is the settlor with sole power to revoke; (y) any entity
     over which Goldfield has the power, directly or indirectly, to direct or
     cause the direction of the management and policies of the entity, whether
     through the ownership of voting securities, by contract or otherwise; or
     (z) any charitable trust, foundation or corporation under Section 501(c)(3)
     of the Code that is funded by Goldfield. To the extent that a Participant's
     Employment Agreement differs from the Plan with respect to the meaning of
     "Change of Control," if such Employment Agreement has been approved by the
     Compensation Committee of the Board of Directors, the definition included
     in such Employment Agreement shall govern.

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

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

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

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

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

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

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

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

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

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

          2.20  "Fair Market Value" of a share of Common Stock means such value
     as is determined by the Committee on the basis of such factors as it deems
     appropriate; provided that, if the Common Stock is traded on a national
     securities exchange or transactions in the Common Stock are quoted on the
     NASDAQ 

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

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

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

          2.23  "Mandated Restrictions" shall have the meaning set forth in
     Article 3 below.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          2.42  "Subsidiary" means a subsidiary corporation of the Company,
     within the meaning of Section 424(f) of the Code; provided that, with
     respect to any Awards under the Plan other than Incentive Stock Options,
     the term "Subsidiary" shall be deemed to include (i) any limited
     partnership, if the Company or any subsidiary corporation owns a majority
     of the general partnership interest and a majority of the limited
     partnership interests entitled to vote on the removal and replacement of
     the general partner, and (ii) any partnership, if the partners thereof are
     composed only of the Company, any subsidiary corporation, or any limited
     partnership listed in item (i) above.

          2.43  "Ten Percent Owner" means a person who owns, or is deemed within
     the meaning of Section 422(b)(6) of the Code to own, stock possessing more
     than 10% of the total combined voting power of all classes of stock of the
     Company (or its parent (within the meaning of Section 424(e) of the Code)
     or Subsidiaries).  Whether a person is a Ten Percent Owner shall be
     determined with respect to a Stock Option based on the facts existing
     immediately prior to the Date of Grant of such Stock Option.

          2.44  "Termination of Service" occurs when a Participant who is an
     Employee, Nonemployee Director or Advisor shall cease to serve as an
     Employee, Nonemployee Director or Advisor for any reason; provided that,
     with respect to Incentive Stock Options, Termination of Service occurs when
     a Participant ceases to serve as an Employee.

          2.45  "Total and Permanent Disability" of a Participant means that the
     Participant is qualified for long-term disability benefits under the
     Company's disability plan or insurance policy; or, if no such plan or
     policy is then in existence, that the Participant, because of ill health,
     physical or mental disability or any other reason beyond his or her
     control, is unable to perform his or her duties of employment for a period
     of six (6) continuous months, as determined in good faith by the Committee;
     provided that, with respect to any Incentive Stock Option, Total and
     -------------                                                       
     Permanent Disability shall have the meaning given it under the rules

                                       5
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     governing Incentive Stock Options under the Code.  With respect to any
     Award other than an Incentive Stock Option, to the extent that a
     Participant's Employment Agreement differs from the Plan with respect to
     the meaning of "Total and Permanent Disability," if such Employment
     Agreement has been approved by the Compensation Committee of the Board of
     Directors, the definition included in such Employment Agreement shall
     govern.


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


     The Plan shall be administered by the Board or by a committee appointed by
the Board, consisting of at least two members of the Board; provided that, (i)
with respect to any Award that is intended to satisfy the requirements of Rule
16b-3, such Award shall be granted and administered by the full Board or by a
committee of the Board consisting of at least such number of directors as are
required from time to time by Rule 16b-3, and each such board or committee
member shall meet such qualifications as are required by Rule 16b-3 from time to
time; and (ii) with respect to any Award that is intended to satisfy the
requirements of the Section 162(m) Exception, such Award shall be granted and
administered by a committee of the Board consisting of at least such number of
directors as are required from time to time to satisfy the Section 162(m)
Exception, and each such committee member shall meet such qualifications as are
required, from time to time, to satisfy the Section 162(m) Exception.  Any
member of the Committee may be removed at any time, with or without cause, by
resolution of the Board.  Any vacancy occurring in the membership of the
Committee may be filled by appointment by the Board.

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

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

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

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

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

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


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

     The number of shares of Common Stock that may be issued pursuant to Awards
granted under the Plan is 2,000,000 (as may be adjusted in accordance with
Articles 12 and 13 hereof).  Such shares of Common Stock may be made available
from either authorized but unissued Common Stock or Common Stock held by the
Company in its treasury.  To the extent permitted by the stockholder approval
requirements of Rule 16b-3, Sections 162(m) and 422 of the Code, and any other
applicable law or regulation, shares of Common Stock previously subject to
Awards which are forfeited, terminated, settled in cash in lieu of Common Stock,
or exchanged for Awards that do not involve Common Stock, or that are subject to
expired and unexercised Stock Options or SARs, shall immediately become
available for Awards under the Plan.

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


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

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

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

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

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

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

     Subject to such administrative regulations as the Committee may from time
to time adopt, a Stock Option will be deemed exercised for purposes of the Plan
when (i) written notice of exercise has been received by the Company at its
principal office (which notice shall set forth the number of shares of Common
Stock with respect to which the Stock Option is to be exercised and the date of
exercise thereof, which shall be at least three (3) days after giving such
notice, unless an earlier time shall have been mutually agreed upon) and (ii)
payment of the Option Exercise Price is received by the Company in accordance
with Section 6.6 below; provided that, with respect to a cashless exercise of
any Stock Option (in accordance with clause (c) of Section 6.6 below), such
Stock Option will be deemed exercised for purposes of the Plan on the date of
sale of the shares of Common Stock received upon exercise.  No Stock Option may
be exercised for a fractional share of Common Stock.

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

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

                                       8
<PAGE>
 
     If the Participant fails to pay for any of the Common Stock specified in
such notice or fails to accept delivery thereof, the Participant's right to
purchase such Common Stock may be terminated by the Company.

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

     6.8  TERMINATION OF SERVICE.

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

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

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

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

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

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

          (b)  Non-qualified Stock Options.

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

                                       9
<PAGE>
 
               (2)  Reporting Participants.  Except as may be specified by the
     Committee in accordance with the following paragraph, a Non-qualified Stock
     Option granted to a Reporting Participant may not be transferred or
     assigned other than by will or the laws of descent and distribution or
     pursuant to the terms of a qualified domestic relations order, as defined
     by the Code or Title I of ERISA, or the rules thereunder.  The designation
     by a Reporting Participant of a beneficiary will not constitute a transfer
     of the Stock Option.

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

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


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

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

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

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

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

                                       10
<PAGE>
 
          (c)  Each Participant who is awarded Restricted Stock shall be issued
     a stock certificate or certificates in respect of such shares of Common
     Stock, which shall be registered in the name of the Participant, but shall
     be delivered by the Participant to the Company together with a stock power
     endorsed in blank. Each such certificate shall be registered in the name of
     the Participant, and shall bear an appropriate legend referring to the
     terms, conditions, and restrictions applicable to such Restricted Stock,
     substantially in the following form:

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

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

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

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

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

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

                                       11
<PAGE>
 
                                   ARTICLE 8
                           STOCK APPRECIATION RIGHTS
                           -------------------------

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

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

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

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

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

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

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

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

          (c)  any election by the Reporting Participant to receive cash in full
     or partial settlement of the SAR, as well as the exercise by the insider of
     the SAR for cash, shall have been made during the period beginning on the
     third business day following the date of release of the financial data
     specified in clause (ii) of this sentence and ending on the twelfth day
     following such date, unless the exercise by the participant of the SAR 

                                       12
<PAGE>
 
     is for cash and the date of exercise is automatic or fixed in advance under
     the Plan and is outside the control of the participant, in which case the
     condition in this subparagraph (c) shall not be applicable; and

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

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

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

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

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

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

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

     8.8  TRANSFERABILITY OF STOCK APPRECIATION RIGHTS.

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

                                       13
<PAGE>
 
          (b)  Reporting Participants.  Subject to Section 8.9 below, and except
     as may be specified by the Committee in accordance with the following
     paragraph, a Stock Appreciation Right granted to a Reporting Participant
     may not be transferred or assigned other than by will or the laws of
     descent and distribution or pursuant to the terms of a qualified domestic
     relations order, as defined by the Code or Title I of ERISA, or the rules
     thereunder.  The designation by a Reporting Participant of a beneficiary
     will not constitute a transfer of the SAR.

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

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

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

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

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

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

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

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


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

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

     The Award Agreement shall also set forth the vesting period for the Cash
Award, if any, which shall commence on the Date of Grant and, unless otherwise
established by the Committee in the Award Agreement, shall 

                                       14
<PAGE>
 
expire upon satisfaction of the conditions set forth in the Award Agreement;
such conditions may provide for vesting based on (i) length of continuous
service, (ii) achievement of specific business objectives, (iii) increases in
specified indices, (iv) attainment of specified growth rates, or (v) other
comparable measurements of Company performance, as may be determined by the
Committee in its sole discretion.

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

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


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

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


                                  ARTICLE 11
                                     TERM
                                     ----

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


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

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

          (a)  An appropriate adjustment shall be made in the maximum number of
     shares of Common Stock then subject to being awarded under the Plan and in
     the maximum number of shares of Common Stock then subject to being awarded
     to a Participant, to the end that the same proportion of the Company's
     issued and outstanding shares of Common Stock shall continue to be subject
     to being so awarded;

                                       15
<PAGE>
 
          (b)  Appropriate adjustments shall be made in the number of shares of
     Common Stock purchasable under outstanding, unexercised Stock Options and
     the Option Exercise Price therefor, to the end that the same proportion of
     the Company's issued and outstanding shares of Common Stock in each such
     instance shall remain subject to purchase at the same aggregate Option
     Exercise Price;

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

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

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

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


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

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

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

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

                                       16
<PAGE>
 
     reorganization, merger, or consolidation, by giving notice to each holder
     thereof or his personal representative of its intention to do so and by
     permitting the exercise during the thirty (30) day period next preceding
     such effective date of any outstanding Stock Options or SARs, whether or
     not vested in accordance with their original terms, and by waiving all
     restrictions on outstanding shares of Restricted Stock.

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


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

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


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

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


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

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

                                       17
<PAGE>
 
     16.2 NO RIGHT TO CONTINUED EMPLOYMENT.  Neither the Plan nor any Incentive
granted under the Plan shall confer upon any Participant any right with respect
to continuance of employment by the Company or any Subsidiary.

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

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

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

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

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

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

          (c)  Notice of Disposition of Stock Acquired Pursuant to Incentive
     Stock Options. If shares of Common Stock acquired upon exercise of an
     Incentive Stock Option are disposed of by a Participant prior 

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<PAGE>
 
     to the expiration of either two (2) years from the Date of Grant of such
     Stock Option or one (1) year from the transfer of shares of Common Stock to
     the Participant pursuant to the exercise of such Stock Option, or in any
     other disqualifying disposition within the meaning of Section 422 of the
     Code, such Participant shall notify the Company in writing of the date and
     terms of such disposition. A disqualifying disposition by a Participant
     shall not affect the status of any other Stock Option granted under the
     Plan as an Incentive Stock Option within the meaning of Section 422 of the
     Code.

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

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

          On the face of the certificate:

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

          On the reverse:

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

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

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

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

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     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
as of January 13, 1998, by its President and Secretary pursuant to prior action
taken by the Board.

                                       CELLSTAR CORPORATION



                                       By:  /S/  Richard M. Gozia
                                          --------------------------------------
                                          President

Attest:



  /S/  Elaine Flud Rodriguez
------------------------------------
Secretary

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