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                                                                    EXHIBIT 10.3


                                    EXHIBIT A
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                        Terms of Net Earnings Calculation

         The following is the replacement Exhibit A referred to in the
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Consulting Agreement (the "Agreement") dated as of July 5, 2001, by and between
CellStar Corporation (the "Company") and Alan H. Goldfield ("Consultant"). This
Exhibit A supercedes the Exhibit A previously attached to the Agreement. All
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capitalized terms used but not defined in this Exhibit A shall either have the
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meanings assigned to them in the Agreement or, if such terms are not defined in
the Agreement, shall refer to line items on the Company's consolidated statement
of operations prepared in accordance with GAAP (defined below). When used in the
numbered paragraphs below, the term, "Company" shall mean the Company and all
direct and indirect subsidiaries of the Company. The headings of the numbered
paragraphs below are included solely for convenience of reference and shall not
control the meaning of any of the provisions of this Exhibit A.
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         Section 6(b) of the Agreement provides that the Company shall pay
Consultant five (5) percent of the Net Earnings that the Company generates
during the Term (subject to Sections 4 and 5 of the Agreement). Except as
specifically provided otherwise herein, Net Earnings shall be calculated by
subtracting the costs and expenses described in paragraphs 2 through 10 below
from New Business Line Revenues (defined below), all in accordance with U.S.
generally accepted accounting principles applied on a consistent basis by the
Company, except for changes required by U.S. generally accepted accounting
principles ("GAAP"), and amounts due under Section 6(b) of the Agreement shall
be paid as set forth below:

1.       Revenues. Revenues from New Business Lines shall include only those
         amounts, if any, that (a) would properly be classified as "Revenues" in
         the Company's consolidated statement of operations and (b) are
         recognized as revenues from the sale or rental by the Company of
         products or the provision by the Company of services, as the case may
         be, within a New Business Line. Such revenues are referred to herein as
         "New Business Line Revenues."

2.       Cost of Sales. Cost of Sales shall include only those costs and
         expenses incurred by the Company that (a) would properly be classified
         as "Cost of Sales" in the Company's consolidated statement of
         operations and (b) are directly associated or identifiable with New
         Business Line Revenues. If only a portion of a cost or expense that
         would otherwise be included in Cost of Sales is directly associated or
         identifiable with New Business Line Revenues, the Company shall include
         in the calculation of Net Earnings only that portion of such cost or
         expense that is directly associated or identifiable with New Business
         Line Revenues.

3.       Selling, General and Administrative Expenses other than Bad Debt
         Expenses and Depreciation and Amortization Expenses. Only the
         Allocated Portion (defined below) of all Selling, General and
         Administrative Expenses incurred by CellStar International
         Corporation/Asia

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          ("CellStar Asia") and its direct and indirect subsidiaries other than
          all Parent Management Fees (defined below), Bad Debt Expenses (defined
          below) and Depreciation and Amortization Expenses (defined below)
          shall be included in the calculation of Net Earnings. "Allocated
          Portion" shall mean the quotient determined by dividing all New
          Business Line Revenues for the relevant time period by the total
          revenues of CellStar Asia and its direct and indirect subsidiaries for
          the same time period. All Parent Management Fees, Bad Debt Expenses
          and Depreciation and Amortization Expenses shall be included in the
          calculation of Net Earnings only as provided in paragraphs 4, 5 and 6
          below.

4.        Parent Management Fees. The Allocated Portion of the total operating
          expenses, administrative, management, information technology and other
          service fees, license and maintenance fees and royalties charged by
          CellStar Ltd. or its successors to CellStar Asia and its direct and
          indirect subsidiaries under Consulting and Technical Assistance
          Agreements and License Agreements or similar agreements (the "Parent
          Management Fees") for the relevant period will be included in the
          calculation of Net Earnings.

5.        Bad Debt Expenses.  Only those bad debt expenses of the Company
          ("Bad Debt Expenses") that are directly associated or identifiable
          with New Business Lines shall be included in the calculation of Net
          Earnings. If only a portion of a Bad Debt Expense is directly
          associated or identifiable with New Business Lines, then the Company
          shall include in the calculation of Net Earnings only that portion of
          such Bad Debt Expense that is directly associated or identifiable with
          New Business Lines. If a Bad Debt Expense is included in the
          calculation of Net Earnings and all or a portion of the account
          receivable included in such Bad Debt Expense is subsequently collected
          by the Company at any time during the Term, then such portion of the
          account receivable included in such Bad Debt Expense that was
          subsequently collected shall be recognized as revenues for the period
          during which it was collected, and Net Earnings from prior periods
          shall not be recalculated to reflect the collection of such accounts
          receivable.

6.        Depreciation and Amortization Expenses.  Depreciation and amortization
          expenses, including without limitation any impairment charges,
          incurred by CellStar Asia and its direct and indirect subsidiaries
          ("Depreciation and Amortization Expenses") shall be calculated in
          accordance with GAAP on those assets that are directly associated or
          identifiable with New Business Lines conducted by the Company, and
          such Depreciation and Amortization Expenses shall be included in the
          calculation of Net Earnings. If the depreciation or amortization
          expense is on an asset only a portion of which is directly associated
          or identifiable with a New Business Line, then the Company shall
          include in the calculation of Net Earnings that portion of such
          depreciation or amortization expense that is equal to that portion of
          the asset that is directly associated or identifiable with a New
          Business Line.


7.        Interest Expense. Interest expense shall be calculated by applying the
          Company's Weighted Average Interest Rate (defined below) to the amount
          of the investment the Company has made to



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          support New Business Lines, which shall include, without limitation,
          loans, advances, equity investments, capital expenditures and the
          amount of Adjusted Working Capital (defined below) that supports New
          Business Lines. In any event, interest expense attributable to
          investments made to support the Company's operations in the United
          States shall not be included in the calculation of Net Earnings.
          "Weighted Average Interest Rate" shall mean the rate of interest per
          annum determined by calculating the Company's weighted average rate of
          interest per annum during the relevant time period based on the
          amounts included as "notes payable" and/or "debt" on the Company's
          balance sheet. "Adjusted Working Capital" shall mean the dollar
          amounts of (a) inventory, plus (b) accounts receivable, minus (c)
          accounts payable for the relevant time periods, but cannot in any
          event be a negative number.

8.        Extraordinary Items. Those items that would properly be classified as
          extraordinary items under GAAP shall be excluded from the calculation
          of Net Earnings unless such items are directly associated or
          identifiable with New Business Lines, in which case the portion of
          such items that is directly associated or identifiable with New
          Business Lines shall be included in the calculation of Net Earnings.

9.        Currency Exchange and Hedging Transactions. Gains, income, losses and
          expenses from currency exchange and hedging transactions shall be
          included in the calculation of Net Earnings only if such items are
          directly associated or identifiable with New Business Lines. If only a
          portion of any gain, income, loss or expense is directly associated or
          identifiable with a New Business Line, then the Company shall include
          in the calculation of Net Earnings only that portion of such gain,
          income, loss or expense that is directly associated or identifiable
          with a New Business Line.

10.       Income Taxes. The amount of taxes that shall be included in Provision
          for Income Taxes shall be determined by multiplying (a) the earnings
          before taxes from New Business Lines calculated in accordance with the
          procedures set forth in paragraphs 1 through 9 of this Exhibit A, by
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          (b) the applicable statutory tax rate(s) for the entity that
          recognized such earnings before taxes from New Business Lines.

11.       Payment of Amounts to Consultant.  The payment of all amounts due to
          Consultant under Section 6(b) of the Agreement shall be calculated and
          made as follows:


          a.      Quarterly Calculation and Payment.  The Company shall, on or
                  before the date the Company issues a press release
                  announcing quarterly earnings after the end of each fiscal
                  quarter (other than the Company's fourth fiscal quarter)
                  during the Term but in no event later than forty-five (45)
                  days after the end of such fiscal quarter, calculate the Net
                  Earnings (if any) for such quarter and send Consultant a
                  copy of such calculation, along with a Company check payable
                  to Consultant in an amount equal to seventy-five (75)
                  percent of five (5) percent of the Net Earnings (if any) for
                  such fiscal quarter (a "Quarterly Payment"). The remaining
                  twenty-five (25) percent of the five (5) percent of the Net


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                    Earnings (the "Withheld Quarterly Amount") shall be withheld
                    by the Company pending a determination of Net Earnings under
                    paragraph 11.b after the end of the fiscal year with respect
                    to which the Quarterly Payment is made.

         b.         Annual Calculation and Payment. The Company shall, on
                    or before the date the Company issues a press release
                    announcing annual earnings after the end of each fiscal
                    year during the Term, but in no event later than ninety (90)
                    days after the end of such fiscal year, calculate the Net
                    Earnings (if any) for such fiscal year and send Consultant a
                    copy of such calculation (an "Annual Net Earnings
                    Statement"). If the amount due Consultant under Section 6(b)
                    of the Agreement for such fiscal year exceeds the total
                    amount of the Quarterly Payments the Company previously paid
                    to Consultant with respect to such fiscal year, then the
                    Company shall include with such Annual Net Earnings
                    Statement a Company check payable to Consultant in an amount
                    equal to such excess plus any interest that Consultant may
                    be due as provided below in this paragraph 11.b. The Company
                    shall pay Consultant interest on a Withheld Quarterly Amount
                    only if Net Earnings for the fiscal year with respect to
                    which the Withheld Quarterly Amount was withheld exceeds Net
                    Earnings for the fiscal quarter for which the Withheld
                    Quarterly Amount was withheld. Any such interest shall
                    accrue at the Weighted Average Interest Rate from the date
                    the related Quarterly Payment was due.

                    If the aggregate Quarterly Payments for any fiscal year
                    exceed the amount due Consultant under Section 6(b) of the
                    Agreement for such fiscal year, then the Company shall
                    include in such Annual Net Earnings Statement a calculation
                    of such excess. Consultant shall be required to repay to the
                    Company the amount of any such excess, plus any interest
                    determined as set forth below in this paragraph 11.b and set
                    forth on such Annual Net Earnings Statement, within ten (10)
                    days after receiving such Annual Net Earnings Statement
                    (subject to Consultant exercising his right to dispute the
                    Annual Net Earnings Statement pursuant to paragraph 12 of
                    this Exhibit A). Consultant shall pay the Company interest
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                    on a Quarterly Payment only if the Company has no Net
                    Earnings for the fiscal year with respect to which the
                    Quarterly Payment was made. Any such interest shall accrue
                    at the Weighted Average Interest Rate from the date the
                    Company paid the Quarterly Payment.

12.       Procedure to Dispute Calculation of Net Earnings. Consultant shall be
          entitled to challenge the Company's calculation of Net Earnings in an
          Annual Net Earnings Statement by following the procedure set forth in
          this paragraph 12. Consultant shall not be entitled to challenge the
          Company's quarterly calculation of Net Earnings under paragraph 11.a
          of this Exhibit A. During the Term, Consultant shall have reasonable
          access to the books and records of the Company. If Consultant desires
          to dispute an Annual Net Earnings Statement, Consultant shall notify
          Company of his objections within thirty (30) days after delivery of
          the Annual Net Earnings Statement and shall set forth in reasonable
          detail in such notice the reason for Consultant's objections. If


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          Consultant fails to deliver such notice within such time period,
          Consultant shall be deemed to have accepted such Annual Net Earnings
          Statement and shall not be entitled to dispute such Annual Net
          Earnings Statement. If Consultant timely delivers such notice, Company
          and Consultant shall endeavor in good faith to resolve their dispute
          over the Annual Net Earnings Statement within thirty (30) days after
          Company's receipt of Consultant's notice. If they are unable to
          resolve their disputes within such thirty (30) day dispute resolution
          period, any disputes will be resolved by a panel of accountants, with
          the Company selecting an accounting firm of national reputation and
          standing within twenty (20) days after the conclusion of such thirty
          (30) day dispute resolution period, Consultant selecting an accounting
          firm of national reputation and standing within twenty (20) days after
          the conclusion of such thirty (30) day dispute resolution period and
          such two accounting firms then selecting a third accounting firm
          within ten (10) days after the end of such twenty (20) day selection
          period. The panel of accounting firms shall decide the dispute and
          issue a written summary of its decision within ninety (90) days after
          all accounting firms included in such panel have been selected. The
          Company and Consultant shall cooperate with each other and the panel
          of accounting firms in the panel's resolution of the dispute,
          including without limitation, allowing Consultant and the panel of
          accountants reasonable access to the books and records of the Company.
          The decision of the panel of accountants shall be final and binding on
          the Company and Consultant. Any party shall make any further payment
          required to comply with such decision within ten (10) business days
          after such decision is rendered. If the Company's calculation of Net
          Earnings is more than three (3) percent less than the correct
          calculation of the amount of Net Earnings, the Company shall pay all
          costs and expenses of the panel of accountants under this paragraph 12
          and all reasonable costs and expenses incurred by Consultant in
          challenging such Net Earnings Calculation (whether or not a panel is
          selected). Otherwise, Consultant shall pay all costs and expenses of
          the panel of accountants under this paragraph 12.

13.       Miscellaneous. If the Company defers the recognition of New Business
          Line Revenues or accelerates the recognition of expenses included in
          the calculation of Net Earnings in a manner that is not in accordance
          with GAAP, then such deferral of New Business Line Revenues or
          acceleration of expenses shall be ignored for purposes of calculating
          Net Earnings under this Exhibit A. In no event shall any item be
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          included in the calculation of Net Earnings more than once.

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         IN WITNESS WHEREOF, the undersigned acknowledge and agree as of
September 14, 2001 to the terms and conditions set forth on this Exhibit A to
                                                                 ---------
the Consulting Agreement dated as of July 5, 2001, by and between CellStar
Corporation and Alan H. Goldfield.

                          Consultant:

                          /s/ ALAN H. GOLDFIELD
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                          Alan H. Goldfield

                          The Company:

                          CELLSTAR CORPORATION



                          By: /s/ ELAINE FLUD RODRIGUEZ
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                          Name:  Elaine Flud Rodriguez
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                          Title: Senior Vice President and General Counsel
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