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                                                                    EXHIBIT 10.3

                     AMENDMENT NO. 5 TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

      THIS AMENDMENT NO. 5 (this "Amendment") TO THE AMENDED AND RESTATED
EMPLOYMENT AGREEMENT dated as of July 1, 1999, between Brightpoint, Inc., an
Indiana corporation (the "Employer" or the "Company"), and Steven E. Fivel (the
"Employee") is entered into as of April 7, 2005.

      WHEREAS, the Employer and the Employee have entered into an amended and
restated employment agreement dated as of July 1, 1999, as amended by those
certain amendments dated as of January 1, 2001, January 1, 2002, January 1, 2003
and January 1, 2004 (the "Employment Agreement");

      WHEREAS, the Employer and the Employee wish to amend certain sections of
the Employment Agreement as provided below;

      NOW, THEREFORE, in consideration of the premises and mutual benefits and
covenants contained herein, the parties hereto agree as follows:

      1.    Amendments.

            (a) Section III.A. of the Employment Agreement shall be amended and
restated in its entirety as follows:

                  A. During the term of this Agreement, the Employer shall pay
            the Employee a salary (the "Salary") at a rate of $350,000 per annum
            in respect of each Employment Year, payable in equal monthly
            installments on the first day of each month, or at such other times
            as may mutually be agreed upon between the Employer and the
            Employee. Such Salary may be increased from time to time at the
            discretion of the Board.

            (b) The first sentence of Section IX(e) shall be amended and
restated in its entirety as follows:

                In the event that the aggregate of all payments or benefits made
            or provided to the Employee under this Agreement and under all other
            plans, programs and arrangements of the Employer (the "Severance
            Total") is determined to constitute a "parachute payment," as such
            term is defined in Section 280G(b)(2) of the Internal Revenue Code
            of 1986, as amended (the "Code"), then the Severance Total shall be
            increased by an amount (the "Increase") sufficient so that after the
            payment by the Employee of (A) any income taxes on the Increase and
            (B) any excise tax on the sum of (I) the Severance Total and (II)
            the Increase, the Employee shall have received an amount (net of
            such taxes) equal to the Severance Total.

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            (c) Section IX(h) of the Employment Agreement shall be amended and
restated in its entirety as follows:

                  (h) (A) Upon the occurrence of a Change of Control, or (B) if
            in breach of this Agreement the Employer shall terminate the
            Employee's employment other than pursuant to Sections 6.2 or 6.3
            hereof (it being understood that a purported termination pursuant to
            Section 6.2 or 6.3 hereof which is disputed and finally determined
            not to have been proper shall be a termination by the Employer in
            breach of this Agreement), or (C) if the Employee shall terminate
            his employment for Good Reason at any time, then notwithstanding the
            vesting and exercisability schedule in any stock option or
            restricted stock award agreement relating to a regular, annual stock
            option or restricted stock award to the Employee, (x) all
            then-unvested stock options pursuant to such awards shall
            immediately vest and become exercisable and shall remain exercisable
            for 180 days thereafter (or the expiration of the term of the stock
            option, if shorter) and (y) all then-unvested shares of restricted
            stock pursuant to such awards shall immediately vest.

            (d) A new Section IX(i) shall be added to the Employment Agreement
as follows:

                  (i) Severance Cap.

                  (A) Notwithstanding Subsection 9(d)(ii) and Section 9(h)
            above, the total value to be received by the Employee due to the
            Severance Pay pursuant to Subsection 9(d)(ii) and the accelerated
            vesting pursuant to Section 9(h) (the "Accelerated Vesting") (such
            total value referred to herein as the "Total Severance Value") may
            not exceed $2.25 million (the "Severance Cap"). For the avoidance of
            doubt, any accelerated vesting of the restricted stock award granted
            to the Employee on April 7, 2005 and any Increase provided to the
            Employee pursuant to Section 9(e) hereof shall not count toward or
            be subject to the Severance Cap.

                  (B) For purposes of calculating the value of the Accelerated
            Vesting, (i) the value of the accelerated vesting of an option on a
            share of stock shall equal the result of the Fair Market Value (as
            defined in the Brightpoint, Inc. 2004 Long-Term Incentive Plan (the
            "Plan")) for such share of stock underlying the option on the date
            of the accelerated vesting less the strike price for such option (if
            such result is a negative number, the result shall be deemed to be
            zero) and (ii) the value of the accelerated vesting of a share of
            restricted stock shall equal the Fair Market Value for such share of
            stock on the date the vesting accelerates. In addition, if the
            Employee receives Accelerated Vesting upon a Change of

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            Control, then, for purposes of calculating the Total Severance
            Value, any Accelerated Vesting and Severance Pay the Employee
            receives within the 12-month period following the Accelerated
            Vesting received upon the Change of Control shall each be added to
            calculate the Total Severance Value (with the value of each
            Accelerated Vesting and the Severance Pay to be at face value
            without adjustment for any time value of money). If elected by the
            Employee, the determination of whether the Total Severance Value
            exceeds the Severance Cap shall be made by a nationally recognized
            United States public accounting firm (the "Accounting Firm") jointly
            selected by the Employer and the Employee and paid by the Employer,
            with such determination following the valuation guidance provided in
            this Section 9(i). If the Employee and the Employer cannot agree on
            the firm to serve as the Accounting Firm, then the Employee and the
            Employer shall each select one accounting firm and those two firms
            shall jointly select the Accounting Firm. For the avoidance of
            doubt, any accelerated vesting of the restricted stock award granted
            to the Employee on April 7, 2005 shall not count toward or be
            subject to the Severance Cap.

                  (C) If a reduction in the Total Severance Value is required,
            then the Employee shall choose to either reduce the Severance Pay or
            to limit Accelerated Vesting, to the extend needed; provided,
            however, that if the Total Severance Value is the sum of Accelerated
            Vesting received upon a Change of Control and subsequent Accelerated
            Vesting and/or Severance Pay, the reduction chosen by the Employee
            may not affect the Accelerated Vesting received upon the Change of
            Control.

      2.    Miscellaneous.

            (a) This Amendment is a legal and binding obligation of the parties,
enforceable in accordance with its terms.

            (b) This Amendment shall be construed in accordance with the
internal laws and not the choice of law provisions of the State of Indiana.

            (c) Except as specifically amended hereby, the Employment Agreement
shall remain in full force and effect. In the event the terms of the Employment
Agreement conflict with this Amendment, the terms of this Amendment shall
control.

            (d) Except as otherwise provided herein, this Amendment contains the
entire understanding between the parties, and there are no other agreements or
understandings between the parties with respect to the subject matter hereof. No
alteration or modification hereof shall be valid except by a subsequent written
instrument executed by the parties hereto.

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            (e) This Amendment may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute only one agreement. Any facsimile of
this Amendment shall be considered an original document.

      IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment No. 5 to Amended and Restated Employment Agreement as of the date
first set forth above.

                                            BRIGHTPOINT, INC.

                                            By: /s/ Jerre L. Stead
                                            ------------------------------------
                                            Name: Jerre L. Stead
                                            Title: Lead Independent Director

                                                /s/ Steven E. Fivel
                                            ------------------------------------
                                            Steven E. Fivel

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