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RELOCATION AGREEMENT




     AGREEMENT dated as of October 1, 2007 (the “Effective Date”) between BRIGHTPOINT, INC., an
Indiana corporation (the “Employer” or the “Company”), and Michael K. Milland (the “Executive”).



W I T N E S S E T H :




     WHEREAS, the Employer desires to employ (the “Employment”) the Executive as its Co-Chief
Operating Officer and President, International Operations as more fully set forth in the Amended
and Restated Employment Agreement between the parties hereto of even date herewith (the “Employment
Agreement”); and



     WHEREAS, as a condition of the Employment the Executive was required to relocate himself and
his family from Denmark to the United States, more specifically, the State of Indiana; and



     WHEREAS, to induce the Executive to accept the Employment the Employer has agreed to provide
the Executive with certain relocation benefits upon the terms and conditions set forth below;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
and intending to be legally bound hereby, the Employer and the Executive hereby agree as follows:




	 	1.	 	Term. For the lesser of (i) so long as the Executive remains
employed by the employer pursuant to the terms of the Employment Agreement and
resides in the State of Indiana, and (ii) three years from the Effective Date (the
“Benefit Period”), the Executive shall be entitled to receive the following
benefits (the “Relocation Benefits”):






	 	a)	 	A housing allowance in the amount of $60,000 per
annum payable by the Employer in twelve monthly installments;
	 
	 	b)	 	The Executive’s choice of (i) a relocation payment
in the amount of $45,000 per annum payable by the Employer in twelve
monthly installments, designed to defray various costs associated with
the relocation of the Executive and his family and in lieu of certain
other benefits the Executive used to receive under his prior employment
contract or, (ii) participation by the Executive and his family in the
Company’s group health insurance program together with a relocation
payment in the amount of $45,000 per annum, less the annual cost of the
group health insurance program premium for the Executive and his family. If the Executive chooses option (i) in this section, neither he nor
his family will participate in the Company’s group




 









 






	 	 	 	health insurance
program and the Executive will be solely responsible for obtaining health
insurance for himself and his family.
	 	c)	 	Annual paid family trips to Europe in an annual
aggregate amount not to exceed $20,000, provided that the timing of such
trip receives the prior approval of the Chief Executive Officer of the
Company;
	 
	 	d)	 	An education stipend to be used to pay school
tuition for the Executive’s children in an aggregate amount not to exceed
$24,020 per annum payable by the Employer in twelve monthly installments
(subject to reasonable adjustments to reflect actual tuition increases);
	 
	 	e)	 	The Company shall arrange and pay for professional
tax advice for the
Executive in relation to the preparation of his home country, Indiana
state and United States personal income taxes on an annual basis. The
provider of such professional services will be appointed by the Company.






	 	2.	 	Reimbursement of Expenses. The Company will reimburse or pay
directly the reasonable costs associated with (i) moving the Executive’s household
goods to his final destination in the United States and (ii) travel expenses
relating to the Executive’s family’s travel to the United States. For the sake of
clarity, this will be a one-time reimbursement or payment relating only to the
Executive’s initial move to the United States in the fall of 2007.
	 
	 	3.	 	End of Term/Termination. The parties agree that at the end of
the Term (as defined in Section 1 of this Agreement) the Company will review
whether this agreement shall be extended for an additional period, which
determination shall be made at the sole discretion of the Company’s Compensation
and Human Resources Committee.
	 
	 	4.	 	General. This Agreement is further governed by the following
provisions:






	 	a)	 	Notices. All notices relating to this
Agreement shall be in writing and shall be either personally delivered,
sent by telecopy (receipt confirmed) or mailed by certified mail, return
receipt requested, to be delivered at such address as is indicated below,
or at such other address or to the attention of such other person as the
recipient has specified by prior written notice to the sending party.
Notice shall be effective when so personally delivered, one business day
after being sent by telecopy or five days after being mailed.





	 	 	 	 	 
	 

	 	To the Employer:
	 	Brightpoint, Inc.
	 

	 	 	 	2601 Metropolis Parkway
	 

	 	 	 	Plainfield, Indiana 46168
	 

	 	 	 	Attn: General Counsel






 









 






	 	 	 	 	 
	 

	 	To the Executive:
	 	Michael K. Milland
	 

	 	 	 	[Home Address Omitted]







	 	b)	 	Parties in Interest. Executive may not
delegate his duties or assign his rights hereunder. This Agreement shall
inure to the benefit of, and be binding upon, the parties hereto and their
respective heirs, legal representatives, successors and permitted assigns.
	 
	 	c)	 	Entire Agreement. This Agreement supersedes
any and all other agreements, either oral or in writing, between the
parties hereto with respect to the Relocation Benefits and contains all of
the covenants and agreements
between the parties with respect to such benefits. Notwithstanding the
foregoing or anything in this Agreement to the contrary, in the event any of
the terms of this Agreement conflict with any of the terms of the Employment
Agreement, the terms of the Employment Agreement shall govern.
	 
	 	d)	 	Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Indiana without regard to conflicts of law principles. Executive agrees to
and hereby does submit to jurisdiction before any state or federal court of
record in Marion County, Indiana, or in the state and county in which such
violation may occur, at Employer’s election.
	 
	 	e)	 	Severability. In the event that any term or
condition in this Agreement shall for any reason be held by a court of
competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect
any other term or condition of this Agreement, but this Agreement shall be
construed as if such invalid or illegal or unenforceable term or condition
had never been contained herein.
	 
	 	f)	 	Execution in Counterparts. This Agreement may
be executed by the parties in one or more counterparts, each of which shall
be deemed to be an original but all of which taken together shall
constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto.




 









 











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



	 	 	 	 	 	 	 
	 	 	BRIGHTPOINT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert J. Laikin 	 	 
	 

	 	 	 	 

Robert J. Laikin,

Chairman of the Board and

Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Michael K. Milland	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Michael K. Milland