<PAGE>

                                                                    EXHIBIT 10.3

                             CONSULTING AGREEMENT
                             --------------------

     This Consulting Agreement (the "Agreement") is dated as of July 5, 2001, by
and between CellStar Corporation (the "Company"), and Alan H. Goldfield
("Consultant").

                                   RECITALS:
                                   --------

     WHEREAS, Consultant has entered into a Separation Agreement and Release
with the Company bearing even date herewith (the "Separation Agreement") that
provides for the termination of Consultant's employment with the Company and its
affiliates and service to the Company and its affiliates as a director; and

     WHEREAS, the Company desires to engage the services of Consultant to assist
and advise the Company in a consulting role, and Consultant desires to accept
such engagement;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

                                   AGREEMENT
                                   ---------

     1.   Engagement.  The Company hereby appoints and engages Consultant as a
          ----------
consultant and advisor with respect to the matters specified in this Agreement,
subject to the terms, conditions and compensation provided herein, and
Consultant hereby accepts such appointment and engagement.  During the Term
(defined below), Consultant shall have the honorary title, "Chairman Emeritus."
As a consultant, Consultant shall not be considered to be an employee, agent,
co-venturer or representative of the Company for any purpose whatsoever and
shall not have actual, implied or apparent authority to act on behalf of or bind
the Company or act in any manner as the Company's employee, agent, co-venturer
or representative.

     2.   Tasks and Responsibilities of Parties.  During the Term, Consultant
          -------------------------------------
shall receive instructions from the Chief Executive Officer of the Company and
will perform the services mutually agreed upon by Consultant and the Chief
Executive Officer of the Company, at times and places mutually agreed upon by
Consultant and the Chief Executive Officer of the Company.  The Company has
furnished, and during the Term the Company shall furnish, to Consultant
Confidential Information (defined below) of the Company, in order to permit
Consultant to perform his obligations as set forth in this Agreement.

     3.   Term.  The term of this Agreement (the "Term") shall commence as of
          ----
the date hereof and shall end November 30, 2006, unless earlier terminated in
accordance with the terms of this Agreement (in which case "Term" shall refer to
such shorter period).
<PAGE>

     4.   Termination for Cause, Death or Incapacity.
          ------------------------------------------

     (a)  The Company may terminate this Agreement at any time for Cause.  For
purposes hereof, "Cause" means any of the following:

          (i)    willful gross misconduct that causes material economic harm to
                 the Company or that brings substantial discredit to the
                 Company's reputation;

          (ii)   final, nonappealable conviction of a felony committed by
                 Consultant in connection with Consultant's provision of
                 services hereunder;

          (iii)  breach by Consultant of Section 8 or 9 of this Agreement; or

          (iv)   a violation by Consultant of the Foreign Corrupt Practices Act,
                 or any successor statute.

     Upon termination of this Agreement for Cause, the Company shall have no
further liability or obligation to Consultant under this Agreement or otherwise
in connection with his engagement hereunder, except for any unpaid compensation
accrued through the date of termination pursuant to Section 6 of this Agreement.

     (b)  Consultant's engagement hereunder shall terminate upon his death,
whereupon the Company shall have no further liability or obligation to
Consultant, his heirs or legatees under this Agreement or otherwise in
connection with his engagement hereunder, except for payment of all compensation
pursuant to Section 6 of this Agreement through November 30, 2006.

     (c)  If Consultant shall have been unable to perform his duties hereunder
by reason of any physical or mental illness, injury or other incapacity (i) for
any period of 90 consecutive days or (ii) for a total of 120 days in any period
of 12 consecutive calendar months, either Consultant or the Company may
terminate Consultant's engagement hereunder by written notice to the other. In
such event, the Company shall have no further liability or obligation to
Consultant under this Agreement or otherwise in connection with his engagement
hereunder, except for payment of all compensation pursuant to Section 6 of this
Agreement through November 30, 2006.

     5.   Voluntary Termination by Consultant.  Consultant may voluntarily
          -----------------------------------
terminate his engagement at any time upon not less than thirty (30) days written
notice.  In such event, the Company shall have no further liability or
obligation to Consultant under this Agreement or otherwise in connection with
his engagement hereunder, except for any unpaid compensation accrued through the
date of termination pursuant to Section 6 of this Agreement.

                                      -2-
<PAGE>

     6.   Compensation.  The Company shall pay Consultant the following amounts:
          ------------

     (a)  The Company shall pay Consultant the sum of $35,147 on each of the
15/th/ and last day of each month (or, if any such day is not a business day, on
the first business day thereafter) through November 30, 2001.

     (b)  The Company shall pay Consultant five (5) percent of the Net Earnings
(as hereinafter defined) that the Company generates during the Term (subject to
Sections 4 and 5) from all New Business Lines (as hereinafter defined), subject
to the following terms and conditions:

          (i)    If the Company generates Net Earnings from New Business Lines,
     the maximum amount that the Company will be required to pay to Consultant
     pursuant to this Section 6(b) shall be limited to a total of $15,000,000.
     The Company may not, and is not obligated in any way to, generate any Net
     Earnings from New Business Lines; Consultant shall be entitled to payments
     under this Section 6(b) only if the Company generates Net Earnings from New
     Business Lines.

          (ii)   Nothing in this Agreement shall be deemed to create or
     constitute a guarantee or requirement that the Company will generate any
     Net Earnings from New Business Lines or in any way obligate the Company to
     generate any Net Earnings from New Business Lines or make any efforts to
     generate any Net Earnings from New Business Lines.

          (iii)  "Net Earnings" shall mean net earnings calculated in accordance
     with U.S. generally accepted accounting principles applied on a consistent
     basis and in accordance with the general terms set forth on Exhibit A
                                                                 ---------
     attached to this Agreement. The parties agree to negotiate in good faith to
     replace Exhibit A within 14 days after the date of this Agreement with a
             ---------
     more detailed statement of the procedures for the calculation of Net
     Earnings that is in accordance with the general terms set forth on Exhibit
                                                                        -------
     A attached to this Agreement, and such replacement Exhibit A shall be
     -                                                  ---------
     attached to this Agreement and shall supersede the previously attached
     Exhibit A in all respects. If such replacement Exhibit A is not agreed to
     ---------                                      ---------
     by the parties as provided above, then the general terms set forth on
     Exhibit A attached to this Agreement shall control. The Company will
     ---------
     calculate and pay Net Earnings from New Business Lines as provided on
     Exhibit A.
     ---------

          (iv)   "New Business Lines" shall mean the following businesses
     conducted by the Company or its direct or indirect subsidiaries, or by any
     Acquiring Company (defined below): the sale of prepaid calling cards in
     Selected Asian Countries (as hereinafter defined), the sale of services in
     Selected Asian Countries that involve the transmission of voice or data
     over the Internet, the sale of services in Selected Asian Countries that
     involve the transmission of short messages via paging frequencies, the sale
     of long distance services and the sale, lease or other distribution of Tai
     Chi box services and products (and modifications and improvements of such
     products) in Selected Asian Countries and the sale of personal digital
     assistants and digital cameras in Selected Asian Countries; provided,
     however, that Net Earnings from New Business Lines shall not include the
     Net Earnings of any successor or assign of the Company or its direct or
     indirect subsidiaries (an "Acquiring Company")

                                      -3-
<PAGE>

     attributable to New Business Lines that such Acquiring Entity was
     conducting prior to the date the Acquiring Entity became a successor or
     assign of the Company, and in that event Net Earnings from New Business
     Lines shall include only the Net Earnings, if any, from New Business Lines
     that only the Company or its direct or indirect subsidiaries conducts.
     "Selected Asian Countries" shall mean the People's Republic of China, Hong
     Kong, Korea, Japan, Taiwan, Singapore, Malaysia and the Philippines.

          (v)    If the Company determines to offer New Business Lines to
     customers in any country outside the Selected Asian Countries, then to the
     extent that such offering constitutes a new business opportunity for the
     Company in such country and to the extent approved by the Company's Board
     of Directors, this Agreement shall be amended to add such country to the
     definition of "Selected Asian Countries".

     7.   Other Consulting Arrangements.  If the Company enters into a
          -----------------------------
consulting arrangement or agreement with any person regarding services to be
provided in connection with New Business Lines and such consulting arrangement
or agreement grants rights to such person that are more favorable to such person
than the rights granted to Consultant under this Agreement, the Company agrees
to execute and deliver an amendment to this Agreement effective as of the date
hereof that grants such more favorable rights to Consultant.

     8.   Non-Competition Agreement; Requirement to Offer New Business Lines to
          ---------------------------------------------------------------------
the Company.
-----------

     (a)  Description of Proscribed Actions.  Until the later of (i) the end of
          ---------------------------------
the Term or (ii) the second anniversary of the date of this Agreement, in
consideration for the Company's obligations hereunder, including without
limitation the Company's disclosure of Confidential Information pursuant to
Section 9, Consultant shall not:

          (i)    directly or indirectly, engage or invest in, own, manage,
     operate, control or participate in the ownership, management, operation or
     control of, be employed by, associated or in any manner connected with, or
     render services or advice to, any Competing Business (defined below);
     provided, however, that Consultant may invest in the securities of any
     --------  -------
     enterprise (but without otherwise participating in the activities of such
     enterprise) if (x) such securities are listed on any national or regional
     securities exchange or have been registered under Section 12(g) of the
     Securities Exchange Act of 1934 and (y) Consultant does not beneficially
     own (as defined Rule 13d-3 promulgated under the Securities Exchange Act of
     1934) in excess of 5% of the outstanding capital stock of such enterprise;

          (ii)   directly or indirectly, either as principal, agent, independent
     contractor, consultant, director, officer, employee, employer, advisor
     (whether paid or unpaid), stockholder, partner or in any other individual
     or representative capacity whatsoever, either for his own benefit or for
     the benefit of any other person or entity, solicit, divert or take away any
     suppliers, customers or clients of the Company or any of its Affiliates
     (defined below); or

                                      -4-
<PAGE>

          (iii)  directly or indirectly, either as principal, agent, independent
     contractor, consultant, director, officer, employee, employer, advisor
     (whether paid or unpaid), stockholder, partner or in any other individual
     or representative capacity whatsoever, either for his own benefit or for
     the benefit of any other person or entity, either (i) hire, attempt to
     hire, contact or solicit with respect to hiring, any employee of the
     Company or any Affiliate thereof other than any relative of Consultant,
     (ii) except as requested by the Company, induce or otherwise counsel,
     advise or encourage any employee of the Company or any Affiliate thereof to
     leave the employment of the Company or any Affiliate thereof, or (iii)
     induce any representative or agent of the Company or any Affiliate thereof
     to terminate or modify its relationship with the Company or such Affiliate.

     (b)  Judicial Modification.  Consultant agrees that if a court of competent
          ---------------------
jurisdiction determines that the length of time or any other restriction, or
portion thereof, set forth in this Section 8 is overly restrictive and
unenforceable, the court may reduce or modify such restrictions to those which
it deems reasonable and enforceable under the circumstances, and as so reduced
or modified, the parties hereto agree that the restrictions of this Section 8
shall remain in full force and effect. Consultant further agrees that if a court
of competent jurisdiction determines that any provision of this Section 8 is
invalid or against public policy, the remaining provisions of this Section 8 and
the remainder of this Agreement shall not be affected thereby, and shall remain
in full force and effect.

     (c)  Nature of Restrictions.  Consultant acknowledges that the business of
          ----------------------
the Company and its Affiliates is international in scope and that the
restrictions imposed by this Agreement are legitimate, reasonable and necessary
to protect the Company's and its Affiliates' investment in their businesses and
the goodwill thereof.  Consultant acknowledges that the scope and duration of
the restrictions contained herein are reasonable in light of the time that
Consultant has been engaged in the business of the Company and its Affiliates,
Consultant's reputation in the markets for the Company's and its Affiliates'
businesses and Consultant's relationship with the suppliers, customers and
clients of the Company and its Affiliates.  Consultant further acknowledges that
the restrictions contained herein are not burdensome to Consultant in light of
the consideration paid therefor and the other opportunities that remain open to
Consultant.  Moreover, Consultant acknowledges that he has other means available
to him for the pursuit of his livelihood.

     (d)  Competing Business.  "Competing Business" shall mean any individual,
          ------------------
business, firm, company, partnership, joint venture, organization, or other
entity engaged in the wholesale distribution or retail sales of wireless mobile
phones, prepaid wireless mobile phones and two-way radios and related
accessories in any domestic or international market area in which the Company or
any of its Affiliates is doing business as of the date of this Agreement;
provided however, that Consultant may engage in retail sales under this Section
8 so long as he does not take any action to solicit or divert any business away
from the Company's existing distribution channels for its products described
above in this Section 8(d) or cause any entity to cease being a part of the
Company's existing distribution channels for its products described above in
this Section 8(d).  If the Company exits a particular domestic or international
market area and thereby ceases the wholesale distribution or retail sales of
wireless mobile phones, prepaid wireless mobile phones and two-way radios and
related accessories in that market area, then such market area shall no longer
be

                                      -5-
<PAGE>

deemed to be encompassed within the definition of "Competing Business"
subsequent to the date the Company exits from such market area.

     (e)  Default.  The provisions of this Section 8 shall be null and void and
          -------
have no further force and effect if the Company fails to pay any amount due
hereunder or under the Severance Agreement when due and owing, and the Company
has not cured such failure to make such payment within seven (7) days of the
receipt of written notice thereof.  Any past due payments under this Agreement
shall bear interest at the rate of ten (10) percent per annum if this Agreement
does not otherwise provide for the payment of interest on such payments.

     (f)  Requirement to Offer New Business Lines to the Company.  If from time
          ------------------------------------------------------
to time Consultant or any Affiliate of Consultant desires to sell products or
services within a New Business Line in a Selected Asian Country, then Consultant
must notify the Company in writing thereof and give the Company the first
opportunity to purchase such products and services within such New Business Line
before Consultant or such Affiliate may sell such products or services to any
third party.

     (g)  Affiliate.  As used herein, "Affiliate" or "affiliate" shall mean any
          ---------
person or entity that directly or indirectly through one or more intermediaries
controls or is controlled by or is under common control with the person or
entity in question.

     (h)  Survival.  Except as provided in Section 8(e), the covenants and
          --------
agreements of Consultant under this Section 8 and under Section 9 are of a
continuing nature and shall survive the expiration, termination or cancellation
of this Agreement, regardless of the reason therefor.

     9.   Confidentiality Agreement.  For the purposes of this Section 9, the
          -------------------------
term "the Company" shall be construed also to include any and all Affiliates of
the Company.

     (a)  Confidential Information.  "Confidential Information" shall mean
          ------------------------
information that is used in the Company's business and

          (i)    is proprietary to, about or created by the Company;

          (ii)   gives the Company some competitive advantage, the opportunity
     of obtaining such advantage or the disclosure of which could be detrimental
     to the interests of the Company;

          (iii)  is not typically disclosed to non-employees by the Company, or
     otherwise is treated as confidential by the Company; or

          (iv)   is designated as Confidential Information by the Company or
     from all the relevant circumstances should reasonably be assumed by
     Consultant to be confidential to the Company.

Confidential Information shall not include information publicly known (other
than as a result of a

                                      -6-
<PAGE>

disclosure by Consultant).  The phrase "publicly known" shall mean readily
accessible to the public in a written publication and shall not include
information that is only available by a substantial searching of the published
literature or information the substance of which must be pieced together from a
number of different publications and sources, or by focused searches of
literature guided by Confidential Information.

     (b)  Obligation of the Company.  During the Term, the Company shall provide
          -------------------------
access to, or furnish to, Consultant Confidential Information of the Company
necessary to enable Consultant properly to perform his obligations under this
Agreement.

     (c)  Non-Disclosure.  Consultant acknowledges, understands and agrees that
          --------------
all Confidential Information, whether developed by the Company or others or
whether developed by Consultant while carrying out the terms and provisions of
this Agreement (or previously while serving as an officer of the Company), shall
be the exclusive and confidential property of the Company and (i) shall not be
disclosed to any person other than employees of the Company and professionals
engaged on behalf of the Company, and other than disclosure in the scope of the
Company's business in accordance with the Company's policies for disclosing
information, (ii) shall be safeguarded and kept from unintentional disclosure
and (iii) shall not be used for Consultant's personal benefit.  Subject to the
terms of the preceding sentence, Consultant shall not use, copy or transfer
Confidential Information other than as is necessary in carrying out his duties
under this Agreement.

     (d)  Survival.  The covenants and agreements of Consultant under this
          --------
Section 9 are of a continuing nature and shall survive the expiration,
termination or cancellation of this Agreement, regardless of the reason
therefor.

     10.  Remedies. Because of Consultant's experience and reputation in the
          --------
industries in which the Company operates, and because of the unique nature of
the Confidential Information, Consultant acknowledges, understands and agrees
that the Company will suffer immediate and irreparable harm if Consultant fails
to comply with any of his obligations under Section 8 or 9 of this Agreement,
and that monetary damages will be inadequate to compensate the Company for such
breach.  Accordingly, Consultant agrees that the Company shall, in addition to
any other remedies available to it at law or in equity, be entitled to
injunctive relief to enforce the terms of Sections 8 and 9, without the
necessity of proving inadequacy of legal remedies or irreparable harm.  The
parties hereby further agree that the restrictions and obligations herein set
forth are (a) reasonable and necessary to protect the substantial value of the
Company, and (b) directly benefit Consultant.  The representations and covenants
contained in this Section 10 on the part of Consultant will be construed as
ancillary to and independent of any other provision of this Agreement, and the
existence of any claim or cause of action of Consultant against the Company or
any officer, director, or stockholder of the Company whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement
against Consultant of the covenants of Consultant contained in this Section 10,
except as otherwise provided in Section 8(e).  Notwithstanding any other
provision of this Agreement, the provisions of this Section 10 and the rights
and remedies to enforce such provisions shall be assignable in favor of any
successor or assign of the Company.

                                      -7-
<PAGE>

     11.  Reimbursement in Event of Breach.  As a further material inducement to
          --------------------------------
enter into this Agreement, subject to Section 20(b)(v), any party who breaches
this Agreement must reimburse the non-breaching party for any and all loss,
cost, damage or expense, including, without limitation, reasonable attorneys
fees incurred as a result of any effort, action or lawsuit to enforce this
Agreement. In addition, any breach of this Agreement will entitle the non-
breaching party to seek injunctive relief to enforce this Agreement and to
recover any actual damages incurred as a result of said breach. In the event of
litigation, the losing party must pay the attorneys fees of the prevailing
party.

     12.  Multiple Counterparts.  This Agreement may be executed in two or more
          ---------------------
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

     13.  Indulgences, Etc.  Neither the failure nor any delay on the part of
          ----------------
either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power, or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect
to any other occurrence.

     14.  Consultant's Sole Remedy.  Consultant's sole remedy shall be against
          ------------------------
the Company for any claim, liability or obligation of any nature whatsoever
arising out of or relating to this Agreement or an alleged breach of this
Agreement or for any other claim arising out of Consultant's service to the
Company or the termination of Consultant's service hereunder (collectively,
"Consultant Claims").  Consultant shall have no claim or right of any nature
whatsoever against any of the Company's directors, former directors, officers,
former officers, employees, former employees, stockholders, former stockholders,
agents, former agents or the Independent Counsel in their individual capacities
arising out of or relating to any Consultant Claim.  Consultant hereby releases
and covenants not to sue any person other than the Company over any Consultant
Claim.  The persons described in this Section 14 (other than the Company and
Consultant) shall be third-party beneficiaries of this Agreement for purposes of
enforcing the terms of this Section 14 against Consultant.  IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT THE LIMITATIONS ON CONSULTANT'S REMEDIES EXPRESSED IN
THIS SECTION 14 APPLY WITHOUT LIMITATION TO CONSULTANT CLAIMS RELATING TO
NEGLIGENCE.

     15.  Notices.  All notices, requests, demands and other communications
          -------
required or permitted under this Agreement and the transactions contemplated
herein shall be in writing and shall be deemed to have been duly given, made and
received when sent by telecopy (with a copy sent by mail) or when personally
delivered or one business day after it is sent by overnight service, addressed
as set forth below:

                                      -8-
<PAGE>

          If to Consultant:

               Alan H. Goldfield
               1850 Turbeville Road
               Denton, Texas  76210
               Telecopier: (940) 321-0380

          with a copy to (which shall not constitute notice):

               Alan J. Perkins
               Gardere Wynne Sewell LLP
               3000 Thanksgiving Tower
               Dallas, Texas 75201
               Telecopier: (214) 999-3683

          If to the Company:

               CellStar Corporation
               1730 Briercroft Court
               Carrollton, Texas 75006
               Attn:  General Counsel
               Telecopier: (972) 466-5030

          with a copy to (which shall not constitute notice):

               William R. Hays, III
               901 Main Street, Suite 3100
               Dallas, Texas 75202
               Telecopier: (214) 651-5940

Any party may alter the address to which communications or copies are to be sent
by giving notice of such change of address in conformity with the provisions of
this section for the giving of notice, which shall be effective only upon
receipt.

     16.  Provisions Separable.  The provisions of this Agreement are
          --------------------
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

     17.  Entire Agreement.  This Agreement contains the entire understanding
          ----------------
between the parties hereto with respect to the consulting arrangement between
Consultant and the Company, and supersedes all prior and contemporaneous
agreements and understandings, inducements or conditions, express or implied,
oral or written, with respect to the terms of the consulting arrangement between
Consultant and the Company, except as herein contained, which shall be deemed
terminated effective immediately.  The express terms hereof control and
supersede any

                                      -9-
<PAGE>

course of performance and/or usage of the trade inconsistent with any of the
terms hereof.  This Agreement may not be modified or amended other than by an
agreement in writing.

     18.  Headings.   The headings of Sections herein are included solely for
          --------
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

     19.  Governing Law.  This Agreement shall be governed by and construed in
          -------------
accordance with the laws of the State of Texas, without giving effect to
principles of conflict of laws.

     20.  Dispute Resolution.  Subject to the Company's right to seek injunctive
          ------------------
relief in court as provided in Section 10 and except as provided in Exhibit A
                                                                    ---------
with respect to disputes involving the calculation of Net Earnings from New
Business Lines under Section 6(b), any dispute, controversy or claim arising out
of or in relation to or connection to this Agreement, including without
limitation any dispute as to the construction, validity, interpretation,
enforceability or breach of this Agreement, shall be exclusively and finally
settled by arbitration, and either party may submit such dispute, controversy or
claim to arbitration.

     (a)  The arbitration shall be heard and determined by one arbitrator, who
shall be impartial and who shall be selected by mutual agreement of the parties;
provided,  however, that if the dispute involves more than $2,000,000, then the
--------   -------
arbitration shall be heard and determined by three (3) arbitrators.  If three
(3) arbitrators are necessary as provided above, then (i) each side shall
appoint an arbitrator of its choice within thirty (30) days of the submission of
a notice of arbitration and (ii) the party-appointed arbitrators shall in turn
appoint a presiding arbitrator of the tribunal within thirty (30) days following
the appointment of the last party-appointed arbitrator.  If (x) the parties
cannot agree on the sole arbitrator, (y) one party refuses to appoint its party-
appointed arbitrator within said thirty (30) day period or (z) the party-
appointed arbitrators cannot reach agreement on a presiding arbitrator of the
tribunal, then the appointing authority for the implementation of such procedure
shall be the Senior United States District Judge for the Northern District of
Texas, who shall appoint an independent arbitrator who does not have any
financial interest in the dispute, controversy or claim.  If the Senior United
States District Judge for the Northern District of Texas refuses or fails to act
as the appointing authority within ninety (90) days after being requested to do
so, then the appointing authority shall be the Chief Consultant Officer of the
American Arbitration Association, who shall appoint an independent arbitrator
who does not have any financial interest in the dispute, controversy or claim.
All decisions and awards by the arbitration tribunal shall be made by majority
vote.

     (b)  Unless otherwise expressly agreed in writing by the parties to the
arbitration proceedings:

          (i)    The arbitration proceedings shall be held in Dallas, Texas, at
     a site chosen by mutual agreement of the parties, or if the parties cannot
     reach agreement on a location within thirty (30) days of the appointment of
     the last arbitrator, then at a site chosen by the arbitrators;

                                      -10-
<PAGE>

          (ii)   The arbitrators shall be and remain at all times wholly
     independent and impartial;

          (iii)  The arbitration proceedings shall be conducted in accordance
     with the Commercial Arbitration Rules of the American Arbitration
     Association, as amended from time to time;

          (iv)   Any procedural issues not determined under the arbitral rules
     selected pursuant to item (iii) above shall be determined by the law of the
     place of arbitration, other than those laws which would refer the matter to
     another jurisdiction;

          (v)    The costs of the arbitration proceedings (including attorneys'
     fees and costs) shall be borne in the manner determined by the arbitrators;

          (vi)   The decision of the arbitrators shall be reduced to writing;
     final and binding without the right of appeal; the sole and exclusive
     remedy regarding any claims, counterclaims, issues or accounting presented
     to the arbitrators; made and promptly paid in United States dollars free of
     any deduction or offset; and any costs or fees incident to enforcing the
     award shall, to the maximum extent permitted by law, be charged against the
     party resisting such enforcement;

          (vii)  The award shall include interest from the date of any breach or
     violation of this Agreement, as determined by the arbitral award, and from
     the date of the award until paid in full, at 6% per annum; and

          (viii) Judgment upon the award may be entered in any court having
     jurisdiction over the person or the assets of the party owing the judgment
     or application may be made to such court for a judicial acceptance of the
     award and an order of enforcement, as the case may be.

     21.  Binding Effect, Etc.  This Agreement shall be binding upon and inure
          -------------------
to the benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
or assets of the Company, spouses, heirs, and personal and legal
representatives.  The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business or assets of the
Company, by written agreement in form and substance satisfactory to Consultant,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession had taken place.

     22.  Cooperation.  Consultant will cooperate with the Company in response
          -----------
to reasonable requests for information or assistance by the Company in
connection with all matters relating to or arising out of his service with the
Company.

                                      -11-
<PAGE>

     23.  Voluntary Agreement.  Each party acknowledges that such party has had
          -------------------
sufficient time and opportunity to read and understand this Agreement and to
consult with his or its legal counsel and other advisors regarding the terms and
conditions set forth in this Agreement.

     24.  Survival.  The covenants and agreements of the parties under Sections
          --------
11 through 24 are of a continuing nature and shall survive the expiration,
termination or cancellation of this Agreement, regardless of the reason
therefor.

                                   * * * * *

                                      -12-
<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be signed on its behalf by its duly authorized officer or has signed this
Agreement on his behalf, as applicable, as of the day and year first above
written.

                                        Consultant:

                                        /s/ Alan H. Goldfield
                                        ----------------------------------------
                                        Alan H. Goldfield


                                        The Company:

                                        CELLSTAR CORPORATION



                                        By:  /s/ Elaine Flud Rodriguez
                                           -------------------------------------
                                             Elaine Flud Rodriguez, Sr. Vice
                                             President and General Counsel

                                      -13-
<PAGE>

                                   EXHIBIT A
                                   ---------

                       Terms of Net Earnings Calculation

1.   Revenues from New Business Lines will include only the direct revenues
     associated with the New Business Lines.

2.   Cost of goods sold will include only the direct product costs and expenses
     incurred in connection with the generation of revenues from New Business
     Lines.

3.   Selling expenses will include only direct costs.

4.   General and administrative expenses will be allocated to revenues from New
     Business Lines on the basis of the percentage that total revenues from New
     Business Lines constitutes of total Company consolidated revenues.

5.   Depreciation will be calculated using the Company's depreciation procedures
     applied to the identified Company investment supporting the New Business
     Lines.

6.   Interest expense will be calculated by applying the weighted average
     interest cost for the Company to the identified Company investment
     supporting the New Business Lines.

7.   Taxes will be calculated based on Net Earnings from New Business Lines
     before taxes using the statutory rates for the jurisdiction(s) in which
     revenues from New Business Lines are generated.

8.   Extraordinary items under U.S. Generally Accepted Accounting Principles
     consistently applied will be excluded.

9.   Treatment of currency exchange and hedging transactions will be handled in
     accordance with the Company's normal policies and practices for the
     jurisdiction(s) within which the revenues from New Business Lines are
     generated.

10.  Payments will be made quarterly at the rate of 75% of 5% of the Net
     Earnings from New Business Lines for the applicable quarter, with a "true
     up" after the end of each Company fiscal year.  Interest will be paid on
     any "true up" payment by the Company or Consultant at the then current
     interest rate under the Company's credit agreement.

11.  Consultant can challenge the calculation of Net Earnings from New Business
     Lines only after the conclusion of each Company fiscal year.  Any disputes
     will be resolved by a panel of accountants, with the Company selecting an
     accountant, Consultant selecting an accountant and the two accountants then
     selecting a third accountant.  The Company will pay all costs of the
     dispute resolution process if the Company's calculation of Net Earnings
     from New Business Lines is more than three (3) percent under the actual Net
     Earnings from New Business Lines.  Otherwise, Consultant pays all costs of
     the dispute resolution process.

                                      -14-