Common use of Agreement and Acknowledgment Clause in Contracts

Agreement and Acknowledgment. The parties hereto agree and acknowledge that: (i) the option granted to CellStar pursuant to that certain Option Agreement by and between the Company and CellStar dated September 1, 1998 shall replace, and not be in addition to, the rights and obligations of CellStar pursuant to Section 1 of the Stock Purchase Agreement with respect to the December Shares, (ii) the rights and obligations of the parties described in Section 1 of the Stock Purchase Agreement with respect to the automatic conversion of the $2.0 million of Telecom's accounts payable owed to CellStar, Ltd. are no longer in effect, and (iii) CellStar has not defaulted in any of its obligations under the Stock Purchase Agreement.