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                                                                   EXHIBIT 10.51

                            INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is effective as of June 3, 2004, by
and between Brightpoint, Inc., an Indiana corporation (the "Company"), and
___________________ ("Indemnitee").

                                    RECITALS

The Company and Indemnitee recognize the increasing difficulty in obtaining
directors' and officers' liability insurance, the increases in the cost of such
insurance and the general reductions in the coverage of such insurance.

The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting officers and directors to expensive
litigation risks at the same time as the availability and coverage of liability
insurance has been severely limited. Indemnitee does not regard the current
protection available as adequate under the present circumstances, and Indemnitee
and other officers and directors of the Company may not be willing to continue
to serve as officers and directors without additional protection.

The Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve as officers and directors of the
Company and to indemnify its officers and directors so as to provide them with
the maximum protection permitted by law.

The Company previously entered into an Indemnification Agreement with the
Indemnitee but has subsequently changed its state of incorporation from Delaware
to Indiana and; therefore, the Company and the Indemnitee desire to enter into a
new Indemnification Agreement subject to Indiana law.

                                   AGREEMENT

In consideration of the mutual promises made in this Agreement, and for other
good and valuable consideration, receipt of which is hereby acknowledged, the
Company and Indemnitee hereby agree as follows:

1. INDEMNIFICATION.

(a)   GENERAL AGREEMENT. The Company shall indemnify Indemnitee if Indemnitee is
      or was a party to or witness or other participant in, or is threatened to
      be made a party to or witness or other participant to any threatened,
      pending or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative (including an action by or in the right of
      the Company) by reason of the fact that Indemnitee is or was a director,
      officer, employee or agent of the Company, or any subsidiary of the
      Company, by reason of any action or inaction on the part of Indemnitee
      while an officer or director or by reason of the fact that Indemnitee is
      or was serving at the request of the Company as a director, officer,
      employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise, against expenses (including attorneys' fees and
      costs), judgments, fines, any interest, assessments, and other charges and
      amounts paid in settlement (if such settlement is approved in advance by
      the Company, which approval shall not be unreasonably withheld) actually
      and reasonably incurred by Indemnitee in connection with such action,

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      suit or proceeding if Indemnitee acted in good faith and in a manner
      Indemnitee reasonably believed (i) in the case of conduct in the
      Indemnitee's official capacity with the Company, that the Indemnitee's
      conduct was in the Company's best interest and (ii) in all other cases,
      that the Indemnitee's conduct was at least not opposed to the Company's
      best interests, and, with respect to any criminal action or proceeding,
      had no reasonable cause to believe Indemnitee's conduct was unlawful. The
      termination of any action, suit or proceeding by judgment, order,
      settlement, conviction, or upon a plea of nolo contendere or its
      equivalent, shall not, of itself, create a presumption that Indemnitee did
      not act in good faith and in a manner which Indemnitee reasonably believed
      to be in or not opposed to the best interests of the Company, and, with
      respect to any criminal action or proceeding, had reasonable cause to
      believe that Indemnitee's conduct was unlawful.

(b)   MANDATORY PAYMENT OF EXPENSES. To the extent that Indemnitee has been
      successful on the merits or otherwise in defense of any action, suit or
      proceeding referred to in Subsection (a) of this Section 1 or the defense
      of any claim, issue or matter therein, Indemnitee shall be indemnified
      against expenses (including reasonable attorneys' fees) actually and
      reasonably incurred by Indemnitee in connection therewith.

2.    NO EMPLOYMENT RIGHTS. Nothing contained in this Agreement is intended to
      create in Indemnitee any right to continued employment.

3.    EXPENSES; INDEMNIFICATION PROCEDURE.

(a)   ADVANCEMENT OF EXPENSES. Subject to the terms and conditions of this
      Agreement, the Company shall advance all expenses incurred by Indemnitee
      in connection with the investigation, defense, settlement or appeal of any
      civil or criminal action, suit or proceeding referenced in Section 1(a)
      hereof (including amounts actually paid in settlement of any such action,
      suit or proceeding). Indemnitee hereby undertakes to repay such amounts
      advanced only if, and to the extent that, it shall ultimately be
      determined that Indemnitee is not entitled to be indemnified by the
      Company as authorized hereby. Any advances made hereunder shall be paid by
      the Company to Indemnitee within twenty (20) days following delivery of a
      written request therefor by Indemnitee to the Company.

(b)   NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
      precedent to his or her right to be indemnified under this Agreement, give
      the Company notice in writing as soon as practicable of any claim made
      against Indemnitee for which indemnification will or could be sought under
      this Agreement. Notice to the Company shall be directed to the Chief
      Executive Officer of the Company at the address shown on the signature
      page of this Agreement (or such other address as the Company shall
      designate in writing to Indemnitee). Notice shall be deemed received three
      (3) business days after the date postmarked if sent by domestic certified
      or registered mail, properly addressed, otherwise notice shall be deemed
      received when such notice shall actually be received by the Company. In
      addition, Indemnitee shall give the Company such information and
      cooperation as it may reasonably require and as shall be within
      Indemnitee's power.

(c)   PROCEDURE. Any indemnification and advances provided for in Section 1
      shall be made no later than forty-five (45) days after receipt of the
      written request of Indemnitee. If a claim under this Agreement, under any
      statute, or under any provision of the Company's Restated Articles of
      Incorporation or Bylaws providing for indemnification, is not paid in

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      full by the Company within forty-five (45) days after a written request
      for payment thereof has first been received by the Company, Indemnitee
      may, but need not, at any time thereafter bring an action against the
      Company to recover the unpaid amount of the claim and, subject to Section
      13 of this Agreement, Indemnitee shall also be entitled to be paid for the
      expenses (including attorneys' fees and interest, at the Bank One,
      Indiana, National Association, prime rate in effect on the date of
      Indemnitee's written request, on the unpaid amount of the claim) of
      bringing such action. It shall be a defense to any such action (other than
      an action brought to enforce a claim for expenses incurred in connection
      with any action, suit or proceeding in advance of its final disposition)
      that Indemnitee has not met the standards of conduct which make it
      permissible under applicable law for the Company to indemnify Indemnitee
      for the amount claimed. Indemnitee shall be entitled to receive interim
      payments of expenses pursuant to Subsection 3(a) unless and until such
      defense may be finally adjudicated by court order or judgment from which
      no further right of appeal exists. It is the parties' intention that if
      the Company contests Indemnitee's right to indemnification, the question
      of Indemnitee's right to indemnification shall be for the court to decide,
      and neither the failure of the Company (including its Board of Directors,
      any committee or subgroup of the Board of Directors, independent legal
      counsel, or its shareholders) to have made a determination that
      indemnification of Indemnitee is proper in the circumstances because
      Indemnitee has met the applicable standard of conduct required by
      applicable law, nor an actual determination by the Company (including its
      Board of Directors, any committee or subgroup of the Board of Directors,
      independent legal counsel, or its shareholders) that Indemnitee has not
      met such applicable standard of conduct, shall create a presumption that
      Indemnitee has or has not met the applicable standard of conduct.

(d)    NOTICE TO INSURERS. If, at the time of the receipt of a notice of a claim
       pursuant to Section 3(b) hereof, the Company has director and officer
       liability insurance in effect, the Company shall give prompt notice of
       the commencement of such proceeding to the insurers in accordance with
       the procedures set forth in the respective policies. The Company shall
       thereafter take all necessary or desirable action to cause such insurers
       to pay, on behalf of the Indemnitee, all amounts payable as a result of
       such proceeding in accordance with the terms of such policies.

(e)   SELECTION OF COUNSEL. In the event the Company shall be obligated under
      Section 3(a) hereof to pay the expenses of any proceeding against
      Indemnitee, the Company, if appropriate, shall be entitled to assume the
      defense of such proceeding, with counsel approved by Indemnitee, upon the
      delivery to Indemnitee of written notice of its election so to do. After
      delivery of such notice, approval of such counsel by Indemnitee and the
      retention of such counsel by the Company, the Company will not be liable
      to Indemnitee under this Agreement for any fees of counsel subsequently
      incurred by Indemnitee with respect to the same proceeding, provided that
      (i) Indemnitee shall have the right to employ his or her counsel in any
      such proceeding at Indemnitee's expense; and (ii) if (A) the employment of
      counsel by Indemnitee has been previously authorized by the Company, (B)
      Indemnitee shall have reasonably concluded that there may be a conflict of
      interest between the Company and Indemnitee in the conduct of any such
      defense, or (C) the Company shall not, in fact, have employed counsel to
      assume the defense of such proceeding, then the fees and expenses of
      Indemnitee's counsel shall be at the expense of the Company.

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(f)   CHANGE OF CONTROL. (i) For purposes of this Agreement, a "Change of
      Control" shall be deemed to occur, unless previously consented to in
      writing by the Indemnitee, upon (a) individuals who, as of the date
      hereof, constitute the Board of Directors of the Company (the "Incumbent
      Board") ceasing for any reason to constitute at least a majority of the
      Board of Directors of the Company (the "Board"); provided, however, that
      any individual becoming a director subsequent to the date hereof whose
      election, or nomination for election by the Company's shareholders, was
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board shall be considered as though such individual were a
      member of the Incumbent Board, but excluding, for this purpose, any such
      individual whose initial assumption of office occurs in connection with a
      Combination, as defined below, or as a result of either an actual or
      threatened election contest (as such terms are used in Rule 14a-11 of
      Regulation 14A promulgated under the Securities Exchange Act of 1934, as
      amended (the "Exchange Act")) or other actual or threatened solicitation
      of proxies or consents by or on behalf of a person other than the Board;
      (b) the acquisition of beneficial ownership (as determined pursuant to
      Rule 13d-3 promulgated under the Exchange Act) of 15% or more of the
      voting securities of the Company by any person, entity or group (within
      the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) not
      affiliated with the Indemnitee or the Company; provided, however, that no
      Change of Control shall be deemed to have occurred -------- ------- for
      purposes of this Agreement if such person, entity or group acquires
      beneficial ownership of 15% or more of the voting securities of the
      Company (i) as a result of a combination of the Company or a wholly-owned
      subsidiary of the Company with such person, entity or group or another
      entity owned or controlled by such person, entity or group (whether
      effected by a merger, consolidation, sale of assets or exchange of stock
      or otherwise) (a "Combination") and (ii) (x) executive officers of the
      Company (as designated by the Board for purposes of Section 16 of the
      Exchange Act) immediately prior to the Combination constitute not less
      than 50% of the executive officers of the Company for a period of not less
      than six (6) months after the Combination (for purposes of calculating the
      executive officers of the Company after the Combination, those executive
      officers who are terminated by the Company for Cause or who terminate
      their employment without Good Reason shall be excluded from the
      calculation entirely), and (y) the members of the Incumbent Board
      immediately prior to the Combination constitute not less than 50% of the
      membership of the Board after the Combination and (z) after the
      Combination, more than 35% of the voting securities of the Company is then
      beneficially owned, directly or indirectly, by all or substantially all of
      the individuals and entities who were the beneficial owners of the
      outstanding voting securities of the Company immediately prior to the
      Combination, it being understood that while the existence of a Change in
      Control pursuant to this Section 6.4.2(b) may not be ascertainable for six
      (6) months after the Combination, if it is ultimately determined that such
      Combination constituted a Change in Control, the date of the Change of
      Control shall be the effective date of the Combination; (c) the
      commencement of a proxy contest against the management for the election of
      a majority of the Board of the Company if the group conducting the proxy
      contest owns, has or gains the power to vote at least 15% of the voting
      securities of the Company; (d) the consummation of a reorganization,
      merger or consolidation, or the sale, transfer or conveyance of all or
      substantially all of the assets of the Company to any person or entity not
      affiliated with the Indemnitee or the Company unless, following such
      reorganization, merger, consolidation, sale, transfer or conveyance, the
      conditions set forth in clause (b)(ii) above are present; or (e) the
      complete liquidation or dissolution of the Company. (ii) With respect to
      all matters arising after a Change in Control (other than a Change in
      Control approved by a

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      majority of the directors on the Board who were directors immediately
      prior to such Change in Control) concerning the rights of Indemnitee to
      indemnity payments and advancement of expenses under this Agreement, the
      Company shall seek legal advice only from independent counsel selected by
      Indemnitee and approved by the Company (which approval shall not be
      unreasonably withheld) (the "Independent Counsel"), and who has not
      otherwise performed services for the Company or the Indemnitee (other than
      in connection with indemnification matters) within the last five years.
      The Independent Counsel shall not include any person who, under the
      applicable standards of professional conduct then prevailing, would have a
      conflict of interest in representing either the Company or Indemnitee in
      an action to determine Indemnitee's rights under this Agreement. Such
      counsel, among other things, shall render its written opinion to the
      Company and Indemnitee as to whether and to what extent the Indemnitee
      should be permitted to be indemnified under applicable law. The Company
      agrees to pay the reasonable fees of the Independent Counsel and to
      indemnify fully such counsel against any and all expenses (including
      attorneys' fees), claims, liabilities, loss, and damages arising out of or
      relating to this Agreement or the engagement of Independent Counsel
      pursuant hereto.

(g)   ESTABLISHMENT OF TRUST. In the event of a Change in Control (other than a
      Change in Control approved by a majority of the directors on the Board who
      were directors immediately prior to such Change in Control) the Company
      shall, upon written request by Indemnitee, create a trust for the benefit
      of the Indemnitee and from time to time upon written request of Indemnitee
      shall fund the trust in an amount sufficient to satisfy any and all
      expenses reasonably anticipated at the time of each such request to be
      incurred in connection with investigating, preparing for, participating
      in, and/or defending any proceeding relating to any indemnifiable event
      covered herein. The amount or amounts to be deposited in the trust
      pursuant to the foregoing funding obligation shall be determined by the
      Independent Counsel. The terms of the trust shall provide that (i) the
      trust shall not be revoked or the principal thereof invaded without the
      written consent of the Indemnitee, (ii) the trustee shall advance, within
      ten business days of a request by the Indemnitee, any and all expenses to
      the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust
      under the same circumstances for which the Indemnitee would be required to
      reimburse the Company under Section 3(a) of this Agreement), (iii) the
      trust shall continue to be funded by the Company in accordance with the
      funding obligation set forth above, (iv) the trustee shall promptly pay to
      the Indemnitee all amounts for which the Indemnitee shall be entitled to
      indemnification pursuant to this Agreement or otherwise, and (v) all
      unexpended funds in the trust shall revert to the Company upon a final
      determination by the Independent Counsel or a court of competent
      jurisdiction, as the case may be, that the Indemnitee has been fully
      indemnified under the terms of this Agreement. The trustee shall be chosen
      by the Indemnitee. Nothing in this Section 3(g) shall relieve the Company
      of any of its obligations under this Agreement. All income earned on the
      assets held in the trust shall be reported as income by the Company for
      federal, state, local, and foreign tax purposes. The Company shall pay all
      costs of establishing and maintaining the trust and shall indemnify the
      trustee against any and all expenses (including attorneys' fees), claims,
      liabilities, loss, and damages arising out of or relating to this
      Agreement or the establishment and maintenance of the trust.

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4     ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

(a)   SCOPE. Notwithstanding any other provision of this Agreement, the Company
      hereby agrees to indemnify the Indemnitee to the fullest extent permitted
      by law, notwithstanding that such indemnification is not specifically
      authorized by the other provisions of this Agreement, the Company's
      Restated Articles of Incorporation, the Company's Bylaws or by statute. In
      the event of any change in any applicable law, statute or rule which
      narrows the right of an Indiana corporation to indemnify a member of its
      board of directors or an officer, such changes, to the extent not
      otherwise required by such law, statute or rule to be applied to this
      Agreement shall have no effect on this Agreement or the parties' rights
      and obligations hereunder.

(b)   NONEXCLUSIVITY. The indemnification provided by this Agreement shall not
      be deemed exclusive of any rights to which Indemnitee may be entitled
      under the Company's Restated Articles of Incorporation, its Bylaws, any
      agreement, any vote of shareholders or disinterested members of the
      Company's Board of Directors, the Business Corporation Law of the State of
      Indiana, or otherwise, both as to action in Indemnitee's official capacity
      and as to action in another capacity while holding such office. The
      indemnification provided under this Agreement shall continue as to
      Indemnitee for any action taken or not taken while serving in an
      indemnified capacity even though he or she may have ceased to serve in
      such capacity at the time of any action, suit or other covered proceeding.

5.    PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of
      this Agreement to indemnification by the Company for some or a portion of
      the expenses, judgments, fines or penalties actually or reasonably
      incurred by him or her in the investigation, defense, appeal or settlement
      of any civil or criminal action, suit or proceeding, but not, however, for
      the total amount thereof, the Company shall nevertheless indemnify
      Indemnitee for the portion of such expenses, judgments, fines or penalties
      to which Indemnitee is entitled.

6.    MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in
      certain instances, Federal law or applicable public policy may prohibit
      the Company from indemnifying its directors and officers under this
      Agreement or otherwise. Indemnitee understands and acknowledges that the
      Company has undertaken or may be required in the future to undertake with
      the Securities and Exchange Commission to submit the question of
      indemnification to a court in certain circumstances for a determination of
      the Company's right under public policy to indemnify Indemnitee.

7.    OFFICER AND DIRECTOR LIABILITY INSURANCE. The Company shall, from time to
      time, make the good faith determination whether or not it is practicable
      for the Company to obtain and maintain a policy or policies of insurance
      with reputable insurance companies providing the officers and directors of
      the Company with coverage for losses from wrongful acts, or to ensure the
      Company's performance of its indemnification obligations under this
      Agreement. Among other considerations, the Company will weigh the costs of
      obtaining such insurance coverage against the protection afforded by such
      coverage. Notwithstanding the foregoing, the Company shall have no
      obligation to obtain or maintain such insurance if the Company determines
      in good faith that such insurance is not necessary or is not reasonably
      available, if the premium costs for such insurance are

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      disproportionate to the amount of coverage provided, if the coverage
      provided by such insurance is limited by exclusions so as to provide an
      insufficient benefit, or if Indemnitee is covered by similar insurance
      maintained by a subsidiary or parent of the Company. However, the
      Company's decision whether or not to adopt and maintain such insurance
      shall not affect in any way its obligations to indemnify its officers and
      directors under this Agreement or otherwise. In all policies of director
      and officer liability insurance, Indemnitee shall be named as an insured
      in such a manner as to provide Indemnitee the same rights and benefits as
      are accorded to the most favorably insured of the Company's directors, if
      Indemnitee is a director; or of the Company's officers, if Indemnitee is
      not a director of the Company, but is an officer; or of the Company's key
      employees, if Indemnitee is not an officer or director, but is a key
      employee.

8.    SEVERABILITY. Nothing in this Agreement is intended to require or shall be
      construed as requiring the Company to do or fail to do any act in
      violation of applicable law. The Company's inability, pursuant to court
      order, to perform its obligations under this Agreement shall not
      constitute a breach of this Agreement. The provisions of this Agreement
      shall be severable as provided in this Section 8. If this Agreement or any
      portion hereof shall be invalidated on any ground by any court of
      competent jurisdiction, then the Company shall nevertheless indemnify
      Indemnitee to the full extent permitted by any applicable portion of this
      Agreement that shall not have been invalidated, and the balance of this
      Agreement not so invalidated shall be enforceable in accordance with its
      terms.

9.    EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
      the Company shall not be obligated pursuant to the terms of this
      Agreement:

(A)   CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to
      Indemnitee with respect to proceedings or claims initiated or brought
      voluntarily by Indemnitee and not by way of defense, except with respect
      to proceedings brought to establish or enforce a right to indemnification
      under this Agreement or any other statute or law or otherwise as required
      under Section 23-1-37 of the Indiana Business Corporation Law, but such
      indemnification or advancement of expenses may be provided by the Company
      in specific cases if the Board of Directors has approved the initiation or
      bringing of such suit.

(B)   LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses incurred by
      the Indemnitee with respect to any proceeding instituted by Indemnitee to
      enforce or interpret this Agreement, if a court of competent jurisdiction
      determines that each of the material assertions made by the Indemnitee in
      such proceeding was not made in good faith or was frivolous.

(C)   INSURED CLAIMS. To indemnify Indemnitee for expenses or liabilities of any
      type whatsoever (including, but not limited to, judgments, fines, ERISA
      excise taxes or penalties, and amounts paid in settlement) to the extent
      such expenses or liabilities have been paid directly to Indemnitee by an
      insurance carrier under a policy of officers' and directors' liability
      insurance maintained by the Company.

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(d)   CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for expenses and the
      payment of profits arising from the purchase and sale by Indemnitee of
      securities in violation of Section 16(b) of the Securities Exchange Act of
      1934, as amended, or any similar successor statute.

10.   CONSTRUCTION OF CERTAIN PHRASES.

(a)   For purposes of this Agreement, references to the "COMPANY" shall include
      any constituent corporation (including any constituent of a constituent)
      absorbed in a consolidation or merger which, if its separate existence had
      continued, would have had power and authority to indemnify its directors,
      officers, and employees or agents, so that if Indemnitee is or was a
      director, officer, employee or agent of such constituent corporation, or
      is or was serving at the request of such constituent corporation as a
      director, officer, employee or agent of another corporation, partnership,
      joint venture, trust or other enterprise, Indemnitee shall stand in the
      same position under the provisions of this Agreement with respect to the
      resulting or surviving corporation as Indemnitee would have with respect
      to such constituent corporation if its separate existence had continued.

(b)   For purposes of this Agreement, references to "OTHER ENTERPRISES", shall
      include employee benefit plans; references to "FINES" shall include any
      excise taxes assessed on Indemnitee with respect to an employee benefit
      plan; and references to "SERVING AT THE REQUEST OF THE COMPANY" shall
      include any service as a director, officer, employee or agent of the
      Company which imposes duties on, or involves services by, such director,
      officer, employee or agent with respect to an employee benefit plan, its
      participants, or beneficiaries; and if Indemnitee acted in good faith and
      in a manner Indemnitee reasonably believed to be in the interest of the
      participants and beneficiaries of an employee benefit plan, Indemnitee
      shall be deemed to have acted in a manner "NOT OPPOSED TO THE BEST
      INTERESTS OF THE COMPANY" as referred to in this Agreement.

11.   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company
      and its successors and assigns, and shall inure to the benefit of
      Indemnitee and Indemnitee's estate, heirs, legal representatives and
      assigns.

12.   ATTORNEYS' FEES. In the event that any action is instituted by Indemnitee
      under this Agreement to enforce or interpret any of the terms hereof,
      Indemnitee shall be entitled to be paid all court costs and expense,
      including reasonable attorneys' fees, incurred by Indemnitee with respect
      to such action. The Company hereby consents to service of process and to
      appear in any such action. In the event of an action instituted by or in
      the name of the Company under this Agreement or to enforce or interpret
      any of the terms of this Agreement, Indemnitee shall be entitled to be
      paid all court costs and expenses, including attorneys' fees and costs,
      incurred by Indemnitee in defense of such action (including with respect
      to Indemnitee's counterclaims and cross-claims made in such action).

13.   NOTICE. All notices, requests, demands and other communications under this
      Agreement shall be in writing and shall be deemed duly given (i) if
      delivered by hand and receipted for by the party addressee, on the date of
      such receipt, or (ii) if mailed by domestic certified or

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      registered mail with postage prepaid, on the third business day after the
      date postmarked. Addresses for notice to either party are as shown on the
      signature page of this Agreement, or as subsequently modified by written
      notice.

14.   CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
      irrevocably consent to the jurisdiction of the courts of the State of
      Indiana for all purposes in connection with any action or proceeding which
      arises out of or relates to this Agreement and agree that any action
      instituted under this Agreement shall be brought only in the state courts
      of the State of Indiana.

15.   CHOICE OF LAW. This Agreement shall be governed by and its provisions
      construed in accordance with the laws of the State of Indiana, as applied
      to contracts between Indiana residents entered into and to be performed
      entirely within Indiana.

16.   MODIFICATION. This Agreement constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof. All prior
      negotiations, agreements and understandings between parties with respect
      thereto are superseded hereby. This Agreement may not be modified or
      amended except by an instrument in writing signed by or on behalf of the
      parties hereto.

The parties hereto have executed this Agreement as of the day and year set forth
on the first page of this Agreement.

BRIGHTPOINT, INC.

By:
    ________________________________

Name:
    ________________________________

Title:
    ________________________________

AGREED TO AND ACCEPTED:

INDEMNITEE
____________________________________
Printed Name:

Address: ___________________________

         ___________________________

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