**Exhibit 10.18**

**FIRST AMENDMENTTO THE CELLSTAR CORPORATIONRESTRICTED STOCK AWARD AGREEMENT**

The Restricted Stock Award Agreement entered intobetween Cellstar Corporation (the “Company”) and             (“Employee”)as of                     (the “Agreement”) is hereby amended, effective as of November 1, 2006, as setforth below:

1.             Effective as of November 1, 2006,the first paragraph of Section 21 of the Agreement is hereby amended in itsentirety to read as follows:

21.           Tax Consequences.  The Participant has reviewed with theParticipant’s own tax advisors the federal, state, local and foreign taxconsequences of this investment and the transactions contemplated by thisAgreement.  The Participant is relyingsolely on such advisors and not on any statements or representations of theCompany or any of its agents.  Except asotherwise provided herein, with respect to federal, state and local taxes(including the Participant’s employment tax obligations) that comprise theParticipant’s minimum statutory withholding requirements (the “RequiredWithholding”) upon the lapse of restrictions on Awarded Shares (the “Lapse”),the Participant: (i) may direct the Company to withhold through retention bythe Company of a number of shares of Common Stock having a Fair Market Valueequal to the Required Withholding; (ii) may pay the amount of the RequiredWithholding to the Company in cash; (iii) may deliver to the Company or itsdesignated agent irrevocable instructions from the Participant to a broker ordealer, reasonably acceptable to the Company, to sell certain of the shares ofCommon Stock that the Participant would otherwise receive upon the Lapse, or topledge such shares as collateral for a loan and promptly deliver to the Companythe amount of sale or loan proceeds necessary to pay such Required Withholding;or (iv) the Required Withholding may be paid or otherwise satisfied by acombination of the methods described in (i), (ii), and (iii) above; provided,however, if the Committee determines in its discretion the Participanthas material inside information with respect to the Company, the Participantmay cause the Required Withholding to be paid or otherwise satisfied inaccordance with (i) or (ii) described above (or by a combination of the methodsin (i) and (ii) described above).  Theforegoing notwithstanding, theCommittee may in its discretion require that the Required Withholding be paidor otherwise be satisfied in accordance with one or more of the methodsdescribed above; provided, however, if the Company advises theCommittee that the Participant has material inside information with respect tothe Company, the Committee shall require that the Required Withholding be paidor otherwise satisfied in accordance with (i) or (ii) described above (or by acombination of the methods described in (i) and (ii) above).  If such withholding would result in afractional share of Common Stock being payable to the Participant, the numberof shares of Common Stock paid to Participant shall be rounded down to thenearest whole share, and the amount of the Required Withholding that would havebeen satisfied by the fractional share shall be paid to the Company in cash bythe Participant.  In no event may theParticipant direct that the Company withhold more than the RequiredWithholding.  The foregoingnotwithstanding, the Participant understands that the Participant (and not theCompany) shall be responsible for the Participant’s own tax liability that mayarise as a result of the transactions contemplated by this Agreement, and thatthe Participant shall take any and all actions deemed necessary by theCommittee to pay or to otherwise satisfy the Required Withholding.  If subsequent to the 

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withholding, as describedabove, the Company determines that additional taxes must be withheld to satisfythe above withholding requirements, to the extent the Company determines thatsuch additional taxes must be withheld, the Company or, if applicable, anySubsidiary (for purposes of this Section 21, the term “*Company*” shall be deemed to include anyapplicable Subsidiary), shall have the right to require the Participant to paythe Company the amount of any such additional taxes that the Company isrequired to withhold in connection with the Participant’s income arising withrespect to this Award.  Such paymentsshall be required to be made when requested by the Company and may be made incash or, to the extent permitted by the Committee, through the delivery ofshares of Common Stock owned by the Participant, which shares have an aggregateFair Market Value equal to the required additional withholding amount, or anycombination thereof.

2.             Exceptas amended hereby, the Agreement shall continue in full force and effectin accordance with the provisions thereof.

INWITNESS WHEREOF, the Company has caused this First Amendment to the CellStarCorporation Restricted Stock Award Agreement (“Amendment”) to be executed by aduly authorized Officer of the Company and Employee has executed this Amendmenton                                   ,2006, effective as of November1, 2006.
|                                   |       |   | **CELLSTAR  CORPORATION**                |                                       |
|-----------------------------------|------------|--------|------------------------------------------|--------------------------------------------|
|                              |       |   |                                     |                                       |   |
|                                   | ** ** |   | By:                                      |                                       |
| ** **                        | ** ** |   |                                     | Robert A. Kaiser, Chief  Executive Officer |
| ** **                        | ** ** |   |                                     |                                       |
| Attest:                           | ** ** |   |                                     |                                       |
| ** **                        | ** ** |   |                                     |                                       |
| ** **                        |       |   |                                     |                                       |
| Elaine Flud Rodriguez,  Secretary |       |   |                                     |                                       |
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|                              | ** ** |   | **PARTICIPANT**                          |                                       |
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|                              | ** ** |   | By:                                      |                                       |
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|                              | ** ** |   | Participant’s Address for  Notices: |                                       |
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