THIRD AMENDMENT TO

 
                                                                   EXHIBIT 10.41

                                THIRD AMENDMENT
                                       TO

                     DISTRIBUTION AND FULFILLMENT AGREEMENT

     THIS Third Amendment to Distribution and Fulfillment Agreement (the "Fourth
Amendment") is entered into as of the 12th day of February, 1999, between
CellStar Ltd., a Texas limited partnership ("CellStar"), and Xxxx Telecom, Inc.,
a Florida corporation ("Xxxx").

                              W I T N E S S E T H:
                              ------------------- 

     WHEREAS, CellStar and Xxxx are parties to that certain Distribution and
Fulfillment Agreement, dated as of September 15, 1997, as amended by that
certain Amendment to Distribution Agreement, dated as of September 1, 1998, and
further amended as set forth in that certain Amendment to September 1st Letter
Agreement, dated as of December 18, 1998 (collectively the "Agreement"); and

     WHEREAS, CellStar and Xxxx desire to further amend the Agreement upon the
terms and conditions as hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Xxxx and CellStar agree
as follows:

     1.  The Agreement is hereby amended to convert the Agreement from an
exclusive agreement to a non-exclusive agreement.

     2.  Xxxx is hereby released from its obligation to have all telephones that
will be activated on its TracFone program originate from shipments by CellStar.

     3.  It is the intention of the parties to amend and restate the Agreement
within the next twenty business days. Until such amended and restated agreement
is executed by the parties, except as may be expressly modified hereby, all
other covenants, terms and conditions contained in the Agreement shall remain in
full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

CELLSTAR, LTD.                                  XXXX TELECOM, INC.
 
By:  NATIONAL AUTO CENTER, INC.
 
 
By: /s/ XXXXXX XXXX XXXXXXXXX                   /s/ X.X. XXXXXX
    ---------------------------------           --------------------------------
    Name:  Xxxxxx Xxxx Xxxxxxxxx                Name:  X.X. Xxxxxx
    Title: Vice President                       Title: President