<PAGE>


PORTIONS OF THIS DOCUMENT INDICATED BY AN ++ HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT OF SUCH INFORMATION.


                    THIRD AMENDMENT TO DISTRIBUTOR AGREEMENT

         This Third Amendment to Distributor Agreement ("Amendment") is
effective as of December 31, 2005 and is by and between Nokia Inc. ("Nokia") and
Brightpoint North America L.P. ("Brightpoint").

         WHEREAS, Nokia and Brightpoint entered into that certain Distributor
Agreement dated as of October 29, 2001, as amended by Amendment No. 1 to the
Distributor Agreement effective as of December 19, 2002, and by the Second
Amendment to the Distributor Agreement effective as of December 27, 2003 (the
"Agreement"); and

         WHEREAS, the parties now desire to amend the Agreement as provided in
this Amendment;

         NOW, THEREFORE, for and in consideration of the mutual covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto each agrees as
follows:

1.       Capitalized Terms. Capitalized terms used but not defined herein shall
         have the same meaning given to such terms in the Agreement.

2.       Amendments. The Agreement is amended as set forth below. Unless
         otherwise specified, all section references are to sections of the
         Agreement, as previously amended.

         (a)      Section 1.3 is amended in its entirety as follows:

                  "1.3     During the period January 1, 2006 through December
                           31, 2006, Brightpoint agrees that its minimum
                           purchase goal shall be ++ units of Nokia Handsets,
                           and during the period January 1, 2007 through
                           December 31, 2007, Brightpoint agrees that its
                           minimum purchase goal shall be ++ units of Nokia
                           Handsets."

         (b)      Section 1.4 is amended by adding the following to the end
                  thereof:

                  "Notwithstanding the foregoing or any other provision of this
                  Agreement to the contrary, Nokia will have the unlimited right
                  to sell and provide ++ for purchase on their own account or
                  for distribution or resale to other third parties or
                  individuals."


<PAGE>


         (c)      Section 1.6 is amended in its entirety as follows:

                  "1.6     Intentionally left blank."

         (d)      Section 2, Product Forecasts, of Amendment No. 1 to the
                  Agreement, is deleted in its entirety. Section 2.4 of the
                  Agreement, as amended in its entirety by the Second Amendment
                  to the Agreement, shall remain in full force and effect.
                  Sections 2.1, 2.2 and 2.3 of the Agreement (as Section 2.3 was
                  amended by the Second Amendment to the Agreement) are each
                  amended in their entirety as follows:

                  "2.1     On or before the tenth day of each month, Brightpoint
                           will deliver to Nokia a written, non-binding forecast
                           (each, a "Forecast") specifying Brightpoint's
                           commercially reasonable estimate of the quantities of
                           each Product that Brightpoint expects to purchase on
                           a ++ rolling basis during the ++ following the date
                           of such Forecast (each, a "Forecast Period").
                           Brightpoint acknowledges that each Forecast assists
                           Nokia in maintaining an orderly production flow for
                           the purpose of meeting Brightpoint's delivery
                           requirements. The ++ of each Forecast shall be
                           considered firm, and Brightpoint agrees to place
                           Purchase Orders (as defined below) in accordance with
                           each firm Forecast Period. In the event any
                           Brightpoint Purchase Order exceeds any Forecast,
                           Nokia will make every reasonable effort to meet
                           Brightpoint's volume requirements on a timely basis,
                           but shall not be bound for any Purchase Order volume
                           that exceeds the applicable Forecast.

                   2.2     In order to be effective, all orders for Product by
                           Brightpoint ("Purchase Orders") will specify the
                           quantity of each type of Product to be purchased, the
                           date or dates on which such Products are required to
                           be shipped and/or provided to Brightpoint, the
                           shipping method and the location to which such
                           Products should be shipped, and such other
                           information as reasonable required by Nokia. Unless
                           otherwise agreed in writing, each Purchase Order will
                           be submitted to Nokia in writing. Purchase Orders
                           will be deemed accepted upon Nokia's delivery to
                           Brightpoint of a quantity confirmation and shipping
                           schedule for the Products on a "Nokia Confirmed Ship
                           Date Report" that shall specify the date or dates on
                           which NOKIA promises to ship and/or provide the
                           Products to Brightpoint (each, a "Promise Date"). In
                           the event that Nokia has not delivered a Nokia
                           Confirmed Ship Date report within 10 business days
                           after receiving such Purchase Order, such Purchase
                           Order will be deemed accepted and the Requested
                           Date(s) shall be automatically deemed the Promise
                           Date(s). If Brightpoint does not object in writing to
                           a Nokia Confirmed Ship Date within ++ days


<PAGE>


                           after receipt thereof, then the shipping schedule for
                           such Purchase Order will be deemed to be firm as set
                           forth in the applicable Nokia Confirmed Ship Date
                           Report.

                   2.3     Subject to the restrictions set forth herein,
                           Brightpoint may suspend a Purchase Order, in
                           Brightpoint's sole discretion, by written notice from
                           Brightpoint to Nokia at any time prior to ++ days
                           immediately preceding the Promise Date for such
                           Purchase Order as set forth in the Nokia Confirmed
                           Ship Date Report, for a period not in excess of ++
                           days from such Promise Date. Brightpoint may exercise
                           such postponement rights up to ++ times during each
                           consecutive ++ month period during the Term. In
                           addition to the foregoing postponement rights, in the
                           event NOKIA fails to ship and/or provide the Products
                           to Brightpoint within ++ business days from the
                           Promised Date(s), Brightpoint shall have the right to
                           cancel or adjust the applicable Purchase Order(s)
                           without Nokia's approval or authorization. Each
                           Purchase Order will be governed by all of the terms
                           and conditions of this Agreement. Should the terms of
                           any Purchase Order conflict with the terms of this
                           Agreement, the terms and conditions of this Agreement
                           shall govern. This Agreement will continue to apply
                           to a Purchase Order pursuant to the terms of this
                           Agreement until all obligations thereunder are
                           performed. Nokia will be excused from delivering
                           Products to Brightpoint to the extent that there are
                           supply or production constraints that limit Nokia's
                           production of such Products. In such an event, Nokia
                           will be entitled to allocate its production of such
                           Product among its customers and Nokia will
                           immediately notify Brightpoint thereof and of the
                           quantity of such Product allocated to Brightpoint."

         (e)      Section 3.2 is amended in its entirety as follows:

                  "3.2     All Product shipments will be made on a ++ to the
                           Brightpoint delivery location specified in the
                           applicable Purchase Order, with freight charges to be
                           borne by ++. Nokia will bear the risk of loss to the
                           destination and arrange for and absorb ++.
                           Brightpoint will have the right to reject Products in
                           a shipment if it determines that such Products are
                           damaged or do not conform to the Nokia Confirmed Ship
                           Date Report and notifies Nokia in writing thereof
                           within two days after the date of delivery of the
                           shipment to the designated ship-to location. Products
                           will be deemed accepted if Brightpoint does not so
                           notify Nokia."

         (f)      Section 3.4 is amended by deleting the last sentence thereof
                  that was added by Amendment No. 1 to the Agreement.


<PAGE>


         (g)      Section 4.8 is deleted in its entirety.

         (h)      Section 5.1 is amended in its entirety as follows:

                  "If Brightpoint achieves a ++, Nokia's ++ share of all
                  handsets sold by Brightpoint for its general distribution
                  purposes in the Territory ++ during such calendar month. If
                  Brightpoint does not achieve ++ Nokia's ++ of all handsets
                  sold by Brightpoint for its general distribution purposes in
                  the Territory ++ during such calendar month. Notwithstanding
                  anything stated or implied in this Agreement to the contrary,
                  Nokia agrees that Brightpoint can pursue a direct purchasing
                  relationship with ++.

         (i)      Section 5.3 is amended to delete ++ in the first sentence
                  thereof and to replace such language with ++.

         (j)      Section 5.5(iv) is amended in its entirety as follows:

                  ++

         (k)      Section 8.7 is deleted in its entirety.

         (l)      Section 12.1 is amended in its entirety as follows:

                  "12.1    Unless earlier terminated in accordance with the
                           provision of this Agreement, the term of this
                           Agreement shall commence on January 1, 2002, and
                           extend until January 1, 2008 ('Term')."

         (m)      Section 12.2 is amended in its entirety as follows:

                  "12.2    Either Party may terminate this Agreement immediately
                           by written notice to the other party in the event
                           that: (a) insolvency, bankruptcy or receivership
                           proceedings are instituted by or against the other
                           party; (b) the other party makes an assignment for
                           the benefit of creditors; or (c) the other party
                           ceases to conduct business. Either party may
                           terminate this Agreement by written notice to the
                           other in the event that the other party materially
                           breaches this Agreement, and fails to cure such
                           breach to the non-breaching party's satisfaction
                           within 30 days of receipt of written notice
                           specifying the breach. Failure to timely pay amounts
                           due under this Agreement to the other party shall be
                           deemed a material breach of this Agreement."

         (n)      Section 12.4 is amended in its entirety as follows:

                  "12.4    In connection with the expiration or termination of
                           this Agreement for any reason, Nokia may request that
                           Brightpoint continue to act


<PAGE>


                           as Nokia's non-exclusive distributor for a period not
                           to ++ in order to facilitate the transition of
                           responsibility for the distribution of Nokia's
                           Products to another distributor(s) or to Nokia
                           itself. Any such request by Nokia must be in writing
                           and delivered to Brightpoint on or prior to the
                           effective date of expiration or termination of this
                           Agreement. In such an event, each party shall
                           continue to perform its obligations under this
                           Agreement (except for either party's obligations
                           under Sections 1.4 or 7.1 or Articles 5 or 6) ++
                           following the effective date of expiration or
                           termination of this Agreement or until such earlier
                           date that Nokia ends the transition period by
                           providing 15 days advance written notice to
                           Brightpoint. Each party shall provide reasonable
                           cooperation and assistance as requested by the other
                           party in connection with such transition of
                           distribution."

         (o)      Section 18A is deleted in its entirety.

         (p)      Sections 19.10 and 19.11 are amended in their entirety as
                  follows:

                  "19.10   Intentionally left blank.

                  19.11    Intentionally left blank."

         (q)      All references to Attachment 1 to the Agreement shall be
                  deemed to be references to such written documentation issued
                  by Nokia from time-to-time during the Term of the Agreement
                  specifying the Products offered for sale to Brightpoint under
                  the Agreement and the prices therefore.

         (r)      Attachment 5 to the Agreement is replaced in it entirety with
                  Attachment 5 attached to this Amendment.

         (s)      Attachment 10 and Schedule 4.1 to the Agreement are deleted in
                  their entirety.

3.       Survival; Conflict. All terms and provisions of the Agreement not
         specifically amended hereby shall remain in full force and effect. In
         the event of any conflict between the terms and provisions of this
         Amendment and the terms and provisions of the Agreement, the terms and
         provisions of this Amendment shall control.


<PAGE>


IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of
the date first set forth above.


NOKIA INC.                                     BRIGHTPOINT NORTH AMERICA L.P.


                                               By:    Brightpoint North America,
                                                      Inc., its general partner


By:   /s/ Timothy P. Eckersley                 By:     /s/ J. Mark Howell
     -----------------------------------              --------------------------

Name: Timothy P. Eckersley                     Name:   J. Mark Howell
     -----------------------------------              --------------------------

Title:SVP Nokia Inc.                           Title:  President
     -----------------------------------              --------------------------

Date: January 11, 2006                         Date:   January 16, 2006
     -----------------------------------              --------------------------


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                                  ATTACHMENT 5

                              NOKIA DIRECT ACCOUNTS


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