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

                                                                    EXHIBIT 10.6


                                 UNITED STATES
                             DISTRIBUTION AGREEMENT
                      FOR CELLULAR PHONES AND ACCESSORIES

                          ENTERED INTO BY AND BETWEEN

                                 MOTOROLA, INC.

                                      AND

                              BRIGHTSTAR US, INC.

                        Effective Date: October 1, 2003

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                           U.S. DISTRIBUTION AGREEMENT

      THIS DISTRIBUTION AGREEMENT (THIS "AGREEMENT") IS ENTERED INTO BETWEEN
      MOTOROLA, INC., A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS
      OF THE STATE OF DELAWARE, HAVING A PLACE OF BUSINESS AT 600 NORTH U.S.
      HIGHWAY 45, LIBERTYVILLE, ILLINOIS 60048-1286 (HEREINAFTER "MOTOROLA"),
      AND BRIGHTSTAR US. INC., A CORPORATION DULY ORGANIZED AND EXISTING UNDER
      THE LAWS OF THE STATE OF FLORIDA, HAVING ITS PRINCIPAL PLACE OF BUSINESS
      AT 625 FOREST EDGE DR. VERNON HILLS, IL 60061 (HEREINAFTER "DISTRIBUTOR"),
      EFFECTIVE AS OF OCTOBER 1, 2003("EFFECTIVE DATE").

      WHEREAS, Motorola manufactures cellular telephones and accessories
      (hereinafter the "Products") and distributes them directly to its
      customers and also through independent distributors;

      WHEREAS, Motorola wishes to continue selling its Products directly, and
      also through independent distributors to customers in the Untied States;
      and

      WHEREAS, Distributor wishes to be a distributor of the Motorola Products
      in the United States.

      NOW THEREFORE, the parties agree as follows:

1.    APPOINTMENT AS DISTRIBUTOR

a.    Subject to the terms of this Agreement, Motorola hereby appoints
      Distributor, and Distributor hereby accepts the appointment, as an
      authorized distributor of Motorola Products listed in Attachment I (the
      Products"). FOR THE PURPOSES OF SECTION 1 ONLY, "PRODUCTS" MEANS ONLY
      HANDSETS AND NOT ACCESSORIES. Distributor's right to sell and distribute
      Motorola Products shall be non-exclusive, except as provided in section
      le. Distributor is authorized to purchase Products directly from Motorola
      pursuant to purchase orders entered into in connection with this Agreement
      and resell such Products solely within the United States (hereinafter the
      "Territory"). Distributor acknowledges and agrees that Motorola reserves
      the right to appoint other distributors within the Territory and that
      Motorola may, at its sole and unrestricted discretion, chose to use other
      agents, dealers, distributors, representatives and independent
      contractors, as well as its regularly employed sales force and that of its
      subsidiaries or affiliated companies, to promote the sale of Products
      within the Territory. Distributor acknowledges and agrees that Motorola
      reserves the right to restrict the distribution of specific models of
      Products to specific areas and/or customers within the Territory and
      Distributor agrees to limit its distribution of such models accordingly.
      Upon ninety (90) days notice, Motorola will provide updated and revised
      price lists to Distributor for the Products that Distributor is authorized
      to sell.

b.    For any End of Life Products ("EOL Products") that Motorola, in its sole
      discretion, chooses not to sell via its online channels, Motorola will
      offer Distributor the first right of refusal to purchase such EOL
      Products. EOL Products are defined as products that have been announced as
      discontinued to all channels and which a replacement product has launched
      and is available for Distributor to purchase. If Motorola makes such an
      offer to Distributor, Distributor Shall have [***] to bid upon such EOL
      Products. If Distributor does not exercise its right to purchase the EOL
      Products within [***] of Motorola making the offer, by offering at least
      as much as [***] for the Products, Motorola may offer the EOL Products to
      any other customer(s) or channel(s) of Motorola's sole choosing.

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c.    Distributor may not purchase Motorola Products from any company, person,
      or entity other than Motorola for Products that are currently shipping
      from Motorola's inventory. An exception may exist, at Motorola's sole
      discretion, for this provision if Distributor is able to provide
      documentation to Motorola that the current price being charged by Motorola
      to Distributor for any particular product is higher than is being offered
      elsewhere in the marketplace. If Distributor is able to provide, such
      documentation to Motorola's satisfaction, Motorola may either choose to
      make an offer to Distributor ("Offer") to match the market price within
      [***] or not. Such [***] premium will fund MDF programs for the
      particular products. If Motorola makes a offer that is within [***] of
      the market price, Distributor must purchase the relevant products from
      Motorola. If Motorola chooses not to make an Offer that matches the market
      price within [***], Distributor will be released from the requirement to
      purchase the relevant product from Motorola for that particular purchase
      only. In the course of making such Offer, Motorola may insist on any terms
      and conditions necessary, including, but not limited to, specifically
      excluding items such as price protection from the Offer.

d.    Distributor acknowledges and agrees that Motorola reserves the right to
      limit distribution of Motorola Products to distributors who satisfy
      Motorola's requirements for distribution of Motorola Products. Distributor
      hereby consents to the application of such criteria to its distribution of
      Products purchased in connection with this Agreement.

e.    Distributor shall have the right to sell Motorola Products to two classes
      of accounts. Distributor shall be able to sell Motorola Products to
      Assigned Accounts, a list of which are set out on Attachment 2 of this
      Agreement, and may be modified from time to time. Assigned Accounts are
      defined as accounts to which only Distributor is the exclusive provider of
      Motorola Products under this Agreement. No other distributor shall have
      the right to sell Motorola Products to the Assigned Accounts unless, as
      set out below, any Assigned Account becomes a Pool Account. Pool Accounts
      are defined as accounts to which Motorola Products may be sold by
      Distributor, as well as other distributors. Pool Accounts shall include,
      but are not limited to, [***], and are set out upon Attachment 3 to this
      Agreement.

            1.    Distributor is required to maintain at least a [***] percent
      ([***]%) market share of Motorola Products in each of its Assigned
      Accounts. Motorola and Distributor will meet at least quarterly to review
      Distributor's performance in serving both Assigned Accounts and Pool
      Accounts with Motorola Products purchased from Motorola under this
      Agreement. These reviews will include an analysis and discussion of, among
      other items, TAM Projections, competitive activity, Motorola sales
      activity, current promotions, and other pertinent issues. During these
      reviews, Motorola and Distributor will determine whether Distributor has
      met the [***] percent market share requirements as set out above. If
      Distributor has not met the [***] percent requirement in any of its
      Assigned Accounts, the procedures set out below will take place at
      Motorola's sole discretion.

            2a.   If, during the ninety (90) day period preceding the quarterly
      meeting between Motorola and Distributor, Distributor has not met the
      [***] percent requirement for a particular Assigned Account, or if
      Motorola is notified by any Assigned Account that Distributor is not
      providing adequate and appropriate service and the Assigned Account wishes
      Distributor be removed as its only provider of Motorola Products,
      Distributor shall have ten (10) business days from the date of the
      quarterly meeting or notification to Motorola by an Assigned Account, to
      provide Motorola with a remedial plan ("Remedial Plan") for increasing the
      market share of the Assigned Account up to at least the [***] percent
      threshold, or for providing the appropriate service level to the Assigned
      Account. Once Distributor provides the Remedial Plan, Motorola shall have
      five business days to approve or disapprove, in its sole discretion, the
      Remedial Plan. If Motorola approves the Remedial Plan, Distributor shall
      have ninety (90) days to increase the market share of the Assigned
      Account(s) to at least the [***] percent market share threshold, or gain
      approval from the Assigned Account regarding the service level provided by
      Distributor. If at the end of the ninety (90) period Distributor is unable
      to increase the market share of Motorola Products to at least the [***]
      percent threshold, or satisfy the Assigned Account, Motorola may, at any
      time, in its sole discretion, undertake the option(s) set out below in
      section 1(e) (3).

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            b.    If Motorola does not approve the Distributor's Remedial Plan,
      Distributor shall have five business days to revise the Remedial Plan and
      resubmit the Remedial Plan to Motorola. After resubmission, Motorola shall
      have five (5) business days to approve or disapprove the Remedial Plan.
      After resubmission, the process set out above shall occur again.
      Distributor understands and agrees that, at any time after the first
      resubmission, Motorola may, at any time, in its sole discretion, undertake
      the option(s) set out below in section 1(e)(3).

            3.    Upon the occurrence of either of the following events:

                  a.    Distributor is unable to raise the market share of a
                        particular Assigned Account within the ninety (90) day
                        time period referenced above in section 1 (e) (2), or is
                        unable to provide a higher level of service to the
                        Assigned Account, such that the Assigned Account is
                        satisfied with the service level; or,

                  b.    Distributor is required to make more than one submission
                        of its Remedial Plan to Motorola in order to provide
                        appropriate documentation of Distributor's plan to raise
                        the market share of Motorola Products within a
                        particular Assigned Account;

                  Motorola may, in its sole discretion, and upon not less than
                  five (5) business days notice to Distributor, notify
                  Distributor that that particular Assigned Account will become
                  a Pool Account, as defined above in section 1 (e). Upon such
                  notice by Motorola, and the passage of the notification
                  period, Assigned Account shall become a Pool Account and such
                  account shall be serviced by other distributors, as well as
                  Distributor.

f.    In addition to the rights granted in this Section, Distributor shall also
      have the non-exclusive right to sell Motorola Products to any Master
      Agent, Sub-Agent or Independent Agent of any carrier customer of Motorola,
      (hereinafter collectively referred to as "Agents") so long as the Agent
      directly activates Motorola's Products on networks owned and operated by
      any wireless carrier that allows Distributor to sell to its Agents.
      Distributor is not permitted to sell Motorola Products to any other
      distributor or other entity which does not directly activate Motorola
      Products on a wireless network except for those entities that distribute
      to mutually agreed upon special markets. In the event that any wireless
      carrier specifies to Motorola that Distributor is not permitted to sell to
      its Agents, Motorola shall promptly notify Distributor and Distributor
      shall immediately cease and desist selling any Motorola Products to that
      particular wireless carrier's Agents. In the event that Distributor
      violates the terms of this provision by selling to any company or entity
      that does not directly activate Motorola Products on a wireless carrier's
      network, or by selling Motorola Products to an Agent after notice by
      Motorola that Distributor is not authorized to sell to its Agents, then
      Motorola may, in addition to any other remedy or recourse it may possess
      at law or equity, suspend or cancel, any Market Development Funds
      previously accrued, or which may accrue in the future, with no further
      obligation or liability to Distributor.

2.    TERM OF THIS AGREEMENT

      The term of this Agreement shall commence on the Effective Date and shall
      continue for [***], unless terminated as permitted herein. [***] The
      number of renewals notwithstanding, this Agreement shall always be
      interpreted as a fixed term agreement and not as an indefinite term
      agreement.

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3.    PARTY RELATIONSHIP

      It is agreed that Distributor's relationship to Motorola is that of an
      independent contractor and no other relationship is intended to be created
      between the parties hereto. Nothing in this Agreement shall be construed
      so as to make Distributor (or its employees or agents) an employee of
      Motorola, or an agent with the power to bind Motorola contractually.
      Distributor shall have no authority to bind, obligate or incur any
      liability on behalf of Motorola. This Agreement does not create any
      agency, joint venture or partnership between Distributor and Motorola.

4.    DISTRIBUTOR RESPONSIBILITIES

      In distributing Products Distributor shall perform the following services:

      a.    Sell, advertise, and promote the sale and use of Products throughout
      the Territory.

      b.    Maintain a sales organization, to effectively promote and market the
      Products.

      c.    Maintain a technical support organization, which in Motorola's sole
      determination, is sufficient to effectively support provide first tier
      support of Distributor's customers.

      d.    Furnish to Motorola information relating to orders, sales, service,
      inventory levels, and Product sales forecasts upon request.

      e.    Purchase the Products from Motorola in the manner described in the
      Section referred to as "Purchase of Products."

5.    MOTOROLA RESPONSBILITIES

      Motorola, agrees that it will use reasonable efforts during the term of
      this Agreement to supply the Distributor with the Products pursuant to the
      terms of the relevant Purchase Orders and provide to the Distributor any
      information and technical support reasonably requested by the Distributor
      in connection with the marketing, advertising, packing and product content
      of the Products.

6.    PURCHASE OF PRODUCTS.

a.    Under the terms and conditions of this Agreement, Distributor agrees to
      purchase Products to be resold in the Territory. Distributor shall submit
      to Motorola for its acceptance purchase orders listing the model,
      quantity, and requested shipment date of the Products requested. All other
      terms and conditions on Distributor's purchase order form are hereby
      rendered null, void, and of no effect, by the terms and conditions of this
      Agreement.

b.    Prices stated on Distributor's purchase orders shall conform to Motorola's
      then current price list, copies of which will be made available to
      Distributor.

c.    Distributor shall provide Motorola on a monthly basis, no less than thirty
      (30) days prior to the start of the following month, a continuous usage
      forecast for the following six (6) calendar months (the "Forecast") to
      assist Motorola in maintaining an orderly production flow for the purpose
      of Distributor's delivery requirements. Distributor shall indicate the
      Product model number and projected volume by units for each month of the
      Forecast. Distributor's failure to provide such information may be
      considered cause for Motorola's  excusable delivery delay. In addition to
      the Forecasts mentioned herein, the Parties also agree to participate in
      the Collaborative Planning Forecasting and Replenishment process

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      ("CPFR") as defined by the Voluntary Inter-Industry Commerce Standards
      Committee. The parties shall jointly develop CPFR standards and guidelines
      to increase efficiencies in supply chain management, inventory management,
      manufacturing capacity, materials reservation, replemishment and sales
      forecasting.


d.    Motorola reserves the right in its sole discretion to accept or reject any
      order for Products received from Distributor without any futher liability
      including without limitation for the failure of Distributor to satisfy
      Motorola's distribution qualification requirements for distribution of the
      requested Product. No purchase order is binding on Motorola until
      accepted. A purchase order is accepted by Motorola when Product is shipped
      or when acceptance is acknowledged in writing by a duly authorized officer
      or employee of Motorola, or as it is normally accomplished through the
      CPFR process that the parties utilize to manage purchase orders and
      shipments, whichever occurs first.

e.    Distributor shall submit firm processable purchase orders for Products no
      less than forty-five (45) days prior to the requested shipment date,
      unless otherwise agreed to by Motorola. Motorola agrees that Distributor
      may adjust model quantities on any purchase order no less than days prior
      to shipment, so long as the total dollar amount of the corresponding
      purchase order is not lower than the original purchase order submitted.
      Cancellation of product is allowed no less than thirty (30) days prior to
      the requested ship date. If Motorola is delinquent by on any delivery By
      more than 7 days, Distributor may also cancel the outstanding purchase
      order.

7.    PAYMENT AND DELIVERY

a.    Unless otherwise approved in writing by Motorola. Distributor must pay for
      Products within [***] of the date of the invoice. [***]

b.    All deliveries are FOB the designated Motorola manufacturing or
      distribution facility from which Products are shipped. Title to the
      Products and risk of loss shall pass to Distributor at the FOB point. All
      costs associated with shipment, freight, and insurance of the products
      while in transit, shall be the sole responsibility of Distributor.

c.    If Distributor should fail to pay any invoice for Products within three
      (3) days of notice of non-payment by Motorola,, or in the event that
      Motorola, in its sole reasonable discretion deems Distributor's financial
      condition inadequate or unsatisfactory, then in addition to its other
      rights herein, Motorola may repossess the unpaid Products, cancel any
      previously accepted purchase order for Products, or delay any further
      shipment of Products to Distributor, without incurring any liability for
      loss or damage of any kind occasioned by reason of any such cancellation
      or delay. Furthermore, such failure to pay may be deemed, at Motorola's
      option, a justified cause for termination of this Agreement.

d.    Subject to any agreements that exist between, Motorola and Distributor,
      including, without limitation, that certain Intercreditor Agreement by and
      among General Electric Capital Corporation, Motorola, Distributor and
      Brightstar Corp. dated June 12, 2002, Distributor grants to Motorola a
      security interest and lien upon all of Distributor's now existing or
      hereafter acquired inventory of the products, and all of Distributor's
      accounts, chattel paper, instruments, contract rights, general
      intangibles, accounts receivable, and the proceeds thereof now existing or
      arising out of Distributor's sale or other disposition of the products.
      Distributor agrees to cooperate in whatever manner requested by Motorola
      that is reasonably necessary to assist in perfecting and recording such
      security interest and lien.

      Motorola's invoicing and shipment of Distributor's purchase orders will be
      subject to Motorola's approval of Distributor's credit, which credit shall
      be pursuant to and in accordance with any written agreement entered into
      between Distributor and Motorola establishing the terms and conditions of
      any such credit to be extended by Motorola to Distributor.

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8.    INVENTORY REPORTING

      Distributor shall furnish Motorola with accurate monthly reports of
      Distributor's inventory and sell-through of Products, by model. Motorola
      and Distributor will meet on a regular basis to review Distributor's
      Inventory, including Products that are overstocked or slow moving, and
      Distributor's marketing and sales plans.

9.    PRICE PROTECTION

a.    During the term of this Agreement, if Motorola reduces the price of a
      particular model of Product or Accessory, then Motorola will credit
      Distributors account an amount equal to [***]

[***]

10.   NO TRANSSHIPMENT

a.    Distributor agrees to limit its distribution of the Products purchased
      hereunder to direct sale by Distributor to customers located in the United
      States. Distributor may sell Products only from addresses approved by
      Motorola, which approval shall not be unreasonably withheld.

b.    Distributor may not transship, sell or otherwise transfer Products
      purchased hereunder outside the Territory.

c.    In the event of any transshipment Motorola may, in addition to any other
      remedies that it may possess at law or equity, suspend or cancel, any
      Market Development Funds previously accrued, or which may accrue in the
      future, with no further obligation or liability to Distributor, until
      Distributor can demonstrate that it has instituted policies and procedures
      to prevent any such occurrences in the future. The foregoing are in
      addition to, and not in lieu of, the remedies that Motorola has at law or
      in equity.

11.   WARRANTY

      Motorola warrants each Product in accordance with the Limited Warranty
      that Motorola ships with such Product. The Limited Warranty is attached
      hereto as Attachment 4. Motorola in its sole discretion may revise this
      warranty, and any such revision shall be applicable to units shipped by
      Motorola on or after the effective date of the revision. MOTOROLA MAKES NO
      OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED EXCEPT AS
      OTHERWISE PROVIDED IN THE LIMITED WARRANTY ATTACHED. MOTOROLA SPECIFICALLY
      DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
      PARTICULAR PURPOSE. Motorola's warranty will not be enlarged or expanded,
      and no obligation or liability will arise out of

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      Motorola's rendering of support, technical advice, or other services in
      connection with Distributor's purchase of Products. In addition to the
      foregoing, the Parties will work together to formulate within sixty (60)
      days of execution of this Agreement, written policies and guidelines for
      managing the warranty, return, service and repair process. Said guidelines
      will include, but not be limited to, standards for field replacement
      units, units with no trouble found, and out-of-box failures.

12.   PATENT AND COPYRIGHT INDEMNIFICATION

a.    Motorola agrees to defend at its expense, any suits against Distributor
      based upon a claim that any Product furnished hereunder by Motorola
      directly infringes a valid U.S. patent or copyright or misappropriates a
      trade secret and to pay costs and damages finally awarded based upon such
      claim in any such suit, provided that Motorola is: (i) promptly notified
      by Distributor in writing as soon as reasonably practicable after
      Distributor first becomes aware of the claim of infringement or
      misappropriation, but in no event later than 15 days from the date on
      which Distributor first received notice of such claim ( provided that
      Distributor's failure to timely notify Motorola of any such claim shall
      not excuse Motorola from its obligation to indemnify Distributor hereunder
      unless such delay has caused Motorola to suffer specific and irreparable
      prejudice); and (ii) at Motorola's request and expense is given sole
      control of the suit and all requested assistance for defense of same.
      Motorola shall not be liable for any settlement made without its written
      consent. Motorola may settle such suit without the written consent of
      Distributor if, and only if, such settlement will not result in any cost
      or expense to Distributor and will not result in judgment of any sort
      being entered against Distributor. If the use or sale of any Product
      furnished under this Agreement is enjoined as a result of such suit,
      Motorola at its option and at no expense to Distributor, will: (i) obtain
      for Distributor the right to use or sell such Products; (ii) substitute an
      equivalent product reasonably acceptable to Distributor and extend this
      indemnity thereto, or: (iii) accept the return of the Products and
      reimburse Distributor the purchase price therefore, less a reasonable
      charge for prior use, if any. If the infringement is alleged prior to
      completion of delivery of the Products, Motorola shall have the right to
      decline to make further shipments without being in breach of contract.

      This indemnity does not extend to any suit based upon any infringement or
      alleged infringement arising from Products furnished by Motorola that are:
      (i) altered in any way by Distributor or any third party if the alleged
      infringement would not have occurred but for such alteration; (ii)
      combined with any other products or elements not furnished by Motorola if
      the alleged infringement would not have occurred but for such combination;
      or (iii) designed and/or manufactured in accordance with Distributor's
      designs, specifications, or instructions if the alleged infringement would
      not have occurred but for such designs, specifications, or instructions.
      In no event shall Motorola's liability resulting from its indemnity
      obligation to Distributor extend in any way to royalties payable based on
      a per use basis, or subscriber revenues derived by Distributor therefrom,
      or any royalty basis other than a reasonable royalty based upon revenue
      derived by Motorola from Distributor from sales or license of the
      infringing Product.

      The indemnity provided in this section is the sole, exclusive, and entire
      liability of Motorola and the remedies provided in this section shall be
      Distributor's exclusive remedies against Motorola for patent copyright
      infringement or trade secret misappropriation,, whether direct or
      contributory and is provided in lieu of all warranties, express, implied
      or statutory in regard thereto, including, without limitation, the
      warranty against infringement specified in the Uniform Commercial Code.

b.    In no event shall Motorola be liable for incidental or consequential
      damages arising from infringement or alleged infringement of patents,
      trademarks or copyrights.

13.   PRODUCT LIABILITY INDEMNIFICATION

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      Motorola agrees to defend at its expense, any claims against Distributor,
      which are based upon a claim by a third party, that a material defect in
      any Products furnished hereunder by Motorola caused death or bodily
      injury to any person and to pay costs and damages finally awarded based
      upon such claim in any such suit; provided that Motorola is: (i) notified
      by Distributor in writing within 15 days of the date on which Distributor
      first received notice of the claim (provided that Distributor's failure to
      timely notify Motorola of any such claim shall not excuse Motorola from
      its obligation to indemnify Distributor hereunder unless such delay has
      caused Motorola to suffer specific and irreparable prejudice); and (ii) at
      Motorola's request and expense is given sole control of the suit and all
      requested assistance for defense of same. Motorola shall not be liable for
      any settlement made without its written consent. Motorola may settle such
      suit without the written consent of Distributor if, and only if, such
      settlement will not result in any cost or expense to Distributor and will
      not result in a judgement of any sort being entered against Distributor.

      This indemnity does not extend to any suits based upon death or bodily
      injury arising from Products furnished by Motorola that are: (i) altered
      in any way by Distributor or any third party if the alleged death or
      bodily injury would not have occurred but for such alteration; (ii)
      combined with any other products or elements not furnished by Motorola if
      the alleged death or bodily injury would not have occurred but for such
      combination: or (iii) designed and/or manufactured in accordance with
      Distributor's designs, specifications, or instructions if the alleged
      death or bodily injury to any person or damage to any property would not
      have occurred but for such designs, specifications or instruction. This
      indemnity does not extend to any suits or claims based upon death or
      bodily injury to any person or damage to any property, where the event or
      exposure which allegedly caused the injury occurred prior to the Effective
      Date of this Agreement.

      The indemnity provided in this section is the sole, exclusive, and entire
      liability of Motorola and the remedies provided in this section shall be
      Customer's exclusive remedies against Motorola for claims by third parties
      for death or bodily injury and is provided in lieu of all warranties,
      express, implied or statutory in regard thereto.

14.   TRADEMARK; INTELLECTUAL PROPERTY LICENSE

a.    Nothing contained herein shall be deemed to grant either directly or by
      implication, estoppel, or otherwise, any license under any patents,
      copyrights, trademarks or trade secrets of Motorola.

b.    In order that Motorola may protect its trademarks, trade names, corporate
      slogans, corporatelogo, goodwill and product designations, Distributor,
      without the express written consent of Motorola, shall have no right to
      use any such marks, names, slogans or designations of Motorola in the
      sales or advertising of any Products or on any product container,
      component part, business form, sales advertising or promotional materials
      or other business materials, whether in writing, orally or otherwise.

c.    Motorola Grant of Consent to Use Motorola Trademarks in Promotional
      Materials. Motorola grants to Distributor during the term of this
      Agreement, in the Territory, its limited consent to use the Motorola
      Trademarks in the advertising and promotion of its products and services,
      provided that: (i) Distributor does not create a unitary composite mark
      involving a Motorola Trademark or any other trademark of Motorola: and
      (ii) all Promotional Materials shall display such symbols and notices
      provided by Motorola indicating the trademark status and ownership of the
      Motorola Trademarks. At a minimum all advertising and promotional
      materials for Distributor's products and services shall state (in writing
      or verbally as appropriate) "Phones by Motorola" or an equivalent phrase
      approved by Motorola in its sole discretion. In no event shall Distributor
      purposely alter, remove, obscure, erase or deface or otherwise hide from
      view, any Motorola Trademark or proprietary rights notice of Motorola.
      Distributor agrees and acknowledges that, other than the limited rights to
      use the Motorola Trademarks granted herein, it shall have no right to use
      the Motorola Trademarks, unless such right is granted in a separate
      agreement between the parties.

d.    Motorola Usage Guidelines. Distributor agrees to comply with any and all
      usage guidelines promulgated by Motorola with respect to the Motorola
      Trademarks, and Motorola reserves

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      the right to modify such guidelines from time to time upon reasonable
      notice to Distributor. Distributor shall supply, upon Motorola's written
      request, specimens of all advertising, marketing and/or promotional
      materials related to the Distributor's products and services for
      inspection and approval, which approval shall not be unreasonably
      withheld. If Motorola has not indicated its approval or rejection of such
      specimens within ten (10) Business Days after receiving such specimens,
      such specimens shall be deemed disapproved by Motorola.


15.   TAXES AND FEES

      Distributor shall pay all applicable fees, custom duties, assessments or
      taxes which may be assessed or levied as a result of Distributor's
      performance under this Agreement or against any of the Products ordered
      hereunder by Distributor, or on any amount payable or any services
      furnished under this Agreement, exclusive of personal property taxes
      assessed on the Software and taxes based on Motorola net income.

16.   LIMITATION OF LIABILITY

a.    Motorola's total liability whether for breach of contract, warranty,
      negligence, strict liability in tort or otherwise, is limited to the price
      of the particular Products sold hereunder with respect to which losses or
      damages are claimed. Distributor's sole remedy is to request Motorola at
      Motorola's option to either refund the purchase price, repair ,or replace
      Product(s) that are not as warranted. In no event will Motorola be liable
      for any loss of use, loss of time, inconvenience, commercial loss, lost
      profits or savings or other incidental, punitive, or consequential damages
      to the full extent such may be disclaimed by law.

b.    Distributor's total liability, whether for breach of contract, warranty,
      negligence, strict liability in tort or otherwise, is limited to payment
      of the purchase price for Products purchased from Motorola hereunder.
      Motorola's sole remedy is to request that Distributor pay such purchase
      price. In no event will Distributor be liable for any loss of use, loss of
      time, inconvenience, commercial loss, lost profits or savings by other
      incidental, punitive, or consequential damages to the full extent such may
      be disclaimed by law.

17.   FORCE MAJEURE

      Neither party shall be held liable for any delay or failure to perform due
      to any cause beyond its reasonable control except the obligation to pay
      money when due. The delivery schedule shall be considered extended by a
      period of time equal to the time lost because of any excusable delay.

18.   WAIVER

      The failure of either party to insist in any one or more instances, upon
      the performance of any of the terms or conditions herein or to exercise
      any right hereunder shall not be construed as a waiver or relinquishment
      of the future performance of any such terms or conditions or the future
      exercise of such right but the obligation of the other party with respect
      to such future performance shall continue in full force and effect

19.   TERMINATION

a.    This Agreement may be terminated by either party without cause upon not
      less than ninety (90) days notice to the other party.

b.    Motorola may terminate this Agreement upon the occurrence of any of the
      following events which are not cured by Distributor within the cure period
      provided in Section 19c below: (i) a breach of one or more of the
      following Sections: "Appointment As Distributor", "No Transshipment",
      "Government Sales", "Compliance With Law", "Ethical Standards", or
      "Confidentiality"; (ii) a change in the control or management of
      Distributor which is

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      unacceptable to Motorola; (iii) Distributor ceasing to function as a going
      concern, declaring bankruptcy, having a receiver appointed, for it, or
      otherwise taking advantage of any insolvency law; (iv) Distributor's
      failure to cure a breach of this Agreement, other than a breach of the
      Sections specified in this Section 19b, within thirty (30) days after
      Motorola's notification to Distributor of such breach; or (v)
      Distributor's failure to make a payment when due.

c.    The notice provision of section 19a, notwithstanding, Motorola may, upon
      the occurrence of an event of default as set forth in Section 19b above,
      submit written notice to Distributor specifying such event and require
      that Distributor develop a plan to cure or correct such default. Any such
      plan shall provide for not less than thirty (30) days to implement such
      plan and cure the event of default. At the end of such thirty (30) days
      cure period. Motorola shall determine if such default has been remedied.
      If Motorola determines in its reasonable discretion that such default has
      not been cured within the thirty (30) day cure period, Motorola may, in
      its sole discretion, terminate this Agreement at the expiration of the
      thirty (30) day cure period.

c.    Neither termination nor expiration of this Agreement shall relieve or
      release either party from making payment which may be owing to the other
      party under the terms of this Agreement.

d.    Neither Motorola nor Distributor shall be liable by reason of termination,
      expiration or non-renewal of this Agreement to the other for compensation,
      reimbursement or damages on account of the loss of prospective profits on
      anticipated sales or on account of expenditures, investments, leases or
      commitments in connection with the business, or good will of Motorola or
      Distributor or otherwise. Distributor represents to Motorola that, as of
      the date of this Agreement. Distributor, had on hand a trained staff of
      personnel, facilities, and equipment necessary to effectively distribute
      the Products in the Territory and that Distributor has incurred no extra
      expense in respect of the same upon entering into this Agreement.

e.    Upon termination of this Agreement Distributor shall return to Motorola
      all Product catalogues, sales literature, samples, demonstration equipment
      or other promotional materials at Motorola's expense, if Motorola
      terminated for reason other than Distributor's breach. Also, within one
      (1) month after the date of termination of any license granted under this
      Agreement, Distributor will certify to Motorola that through Distributor's
      best efforts, and to the best of Distributor's knowledge, the Equipment,
      Software and Documents received from Motorola have been returned, and that
      all Software placed in any storage apparatus under Distributor's control
      has been rendered unusable.

f.    Upon termination of this Agreement Motorola shall have the option, but not
      the obligation, to repurchase all or any part of the remaining inventory
      of the Products remaining in Distributor's possession at the net price
      paid to Motorola for such inventory, less Motorola's cost for repairing,
      renewing or reconditioning such repurchased Products. Said option shall be
      exercisable upon written notice to Distributor within thirty (30) days
      following notice of termination of this Agreement. Upon exercise of said
      option to repurchase, Motorola and Distributor shall at Motorola's option
      take an inventory of all Products remaining in Distributor's possession.
      Motorola shall pay Distributor for the inventory of repurchased Products
      within fifteen (15) days after the date of receipt thereof by Motorola.
      Either party shall have the right to offset against any money payable
      hereunder by it, any money that is due and owing in respect of any
      repurchase of inventory. The parties agree that if Motorola does not
      exercise its option to repurchase any remaining inventory as set out
      above, the parties will meet and mutually agree on a reasonable period for
      Distributor to "sell off" any Motorola Products remaining in its
      inventory. If this event occurs, then any and all provisions of this
      Agreement which by their nature are an essential requirement of this
      Agreement, will continue and remain in force for the time remaining for
      Distributor to sell off its remaining inventory.

20.   GOVERNMENT SALES

      In the event that Distributor elects to sell Motorola Products or services
      to the U.S.

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      Government or any state, county, municipal or other governmental entity,
      or to a prime contractor selling to any such governmental solely and
      exclusively responsible for compliance with all statutes and regulations
      governing such sales. Motorola makes no representations, certifications or
      warranties whatsoever with respect to the ability of its goods, services
      or prices to satisfy any such statutes or regulations.

21.   DISPUTE RESOLUTION

      The parties agree that any claims or disputes will be submitted to
      non-binding mediation prior to initiation of any formal legal process.
      Costs of mediation will be shared equally. Disputes concerning the
      relationship between Motorola and Distributor shall be resolved in
      accordance with the laws of the State of Illinois and any court actions
      shall be filed in a state or federal court of competent jurisdiction in
      the State of Illinois. Distributor hereby consents to exclusive
      jurisdiction by such courts. Distributor waives personal service of any
      process upon it and consents that all service of process shall be made by
      registered mail to it at the address set forth in the introductory
      paragraph of this Agreement.

22.   COMPLIANCE WITH LAW

      Each party shall at all times conduct its efforts hereunder in strict
      accordance with all applicable laws and regulations and with the highest
      commercial standards. Each party shall effect or secure and maintain at
      its own cost all necessary governmental permits, licenses, approvals and
      registrations required in connection with the execution or performance of
      this Agreement. Each party shall indemnify ana hold Motorola harmless for
      any losses, damages or other liabilities resulting from Distributor's
      failure to comply with the provisions of this Section.

23.   ETHICAL STANDARDS

      Motorola has historically depended on product quality and superiority,
      combined with outstanding support capability, to sell its Products in all
      parts of the world. Motorola believes it can continue to grow and to
      prosper without succumbing to legally questionable or unethical demands.
      Motorola will not do business with any distributor, agent, customer or any
      other person where Motorola knows or suspects the existence of
      questionable practices. Distributor agrees with the Motorola policy stated
      in this Section and agrees that failure of Distributor or any other person
      under its responsibility to comply in all respects with said policy shall
      constitute just cause for immediate termination of this Agreement by
      Motorola without any liability.

24.   CONFIDENTIALITY

a.    All terms of this Agreement including the existence of this Agreement
      itself, and all Product pricing information delivered hereunder, is
      confidential.

b.    Either part shall treat as confidential all business or technical
      information of the other party that either party learns in its
      conversations with the other party or in performance of its
      responsibilities hereunder. Such information is collectively referred to
      as "Confidential Proprietary Information". The foregoing obligation of
      confidentiality shall commence on the first date that either party
      discloses to the other party Confidential Proprietary Information. Each
      party shall protect the confidentiality of the other party's Confidential
      Proprietary Information disclosed to it, using the same degree of care as
      each party uses to protect its own confidential proprietary information of
      like kind (but in no event less than reasonable care). Neither party shall
      not use any Confidential proprietary Information, of the other except as
      necessary for performance of its responsibilities hereunder.

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c.    Both parties shall limit disclosure of Confidential Proprietary
      Information to only those of its employees with a need to know for the
      purposes authorized herein, and who have signed written agreements
      containing provisions of confidentiality similar to those contained in
      this Section.

d.    Neither party shall disclose any Confidential Proprietary Information of
      the other party to any third party without prior written consent of the
      party whose information is subject to potential disclosure.

e.    Excluded from the obligations of confidentiality in this Section is
      information known or that becomes known to the general public without
      breach of this Agreement by either party.

f.    Upon termination of this Agreement, both parties shall return to the other
      all copies of Confidential Proprietary Information in its possession or
      certify to the other party in writing that all such copies have been
      destroyed.

25.   NOTICES

      All notices required under this Agreement (other than purchase orders and
      invoices) will be sent by fax, overnight courier or registered or
      certified mail to the appropriate party at its address stated on the first
      page of this Agreement (or to a new address if the other has been properly
      notified of the change). If to Motorola, the notice should be addressed to
      John McNulty, Sales Vice President, with a copy to Richard Blackwell,
      Director, Contracts. If to Distributor, the notice should be addressed to
      Andrea Bradshaw, Vice President Operations. A notice will not be effective
      until the addressee actually receives it.

26.   BREW DEVICES

      The Parties agree that the terms and conditions, in Attachment 6 shall
      apply to the sale and distribution of Brew Devices [***].

27.   [***]

a.    [***]

b.    [***]

                                                                              13

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28.   ACCESSORIES

      The terms and conditions of this Agreement shall apply to the sale and
      distribution of accessories as well as cellular phones unless otherwise
      noted. Additional terms that apply only to the sale and distribution of
      accessories are contained in Attachment 5. To the extent that there is or
      may arise, any conflict or inconsistency between Attachment 5 and this
      Agreement, then the terms and conditions of Attachment 5 shall govern for
      purposes of sale and distribution of accessories only.

29.   JOINT AND SEVERAL LIABILITY

      Distributor and Brightstar Corp., shall be jointly and severally liable
      for all obligations, (past present, and future), of the Distributor or
      Brigtstar Corp. to Motorola and its affiliate arising under this
      Agreement, or any other Agreement which Distributor or Brightstar Corp.
      may enter into with Motorola or its affiliates.

30.   CREDIT LINE

  a.  Motorola agrees to provide Distributor with a credit line that Motorola
      determines is appropriate based upon standard credit industry criteria
      that helps determine the credit worthiness of Master Services Distributor.
      ("Credit Line") The Credit Line represents the total available credit for
      the Products for all Master Services Distributor's divisions, affiliates,
      parent companies, and subsidiaries worldwide. The Credit Line will remain
      available to Master Services Distributor as long as Master Services
      Distributor's financial status remains acceptable to Motorola. Distributor
      agrees to comply with all terms of any credit line extended by Motorola.

  b.  If Motorola determines that Distributor's orders and/or forecasts indicate
      that the Credit Line will be exceeded during any given month, Motorola
      may, at Motorola's sole option, (i) require that Distributor endorse, or
      cause one or more of Distributor's subsidiaries to endorse, customer
      receivables for Products to Motorola and/or one or more of its affiliates
      (subject to Distributor and/or its subsidiaries, as the case may be,
      obtaining any necessary prior approvals required under its financing
      agreements), or (ii) pursue a fee for service model for selected accounts
      and/or Products.

  c.  Motorola may, at Motorola's sole discretion, increase Master Services
      Distributor Credit Line per Motorola credit risk standards, if and when
      Master Services Distributor financial status changes to qualify for such
      an increase.

  d.  If Motorola deems Distributor's financial condition or credit is
      inadequate or unsatisfactory under standard credit industry criteria, then
      in addition to Motorola's other rights, Motorola may take any of the
      following actions without incurring further liability: (i) Cancel any
      previously accepted purchase order for Products; (ii) Require Distributor
      to pay cash with order, and/or (iii) delay any further shipment of
      Products to Distributor.

31.   GENERAL

a.    No alterations or modifications of this Agreement shall be binding upon
      either Distributor or Motorola unless made in writing and signed by an
      authorized representative of each party.

b.    If any term or condition of this Agreement shall to any extent be held by
      a court or other tribunal to be invalid, void or unenforceable, then that
      term or condition shall be inoperative and void insofar as it is in
      conflict with law, but the remaining rights and obligations of the parties
      shall be construed and enforced as if this Agreement did not contain the
      particular term or condition held to be invalid, void or unenforceable.

c.    No assignment of this Agreement or of any right granted herewith shall be
      made by

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      Distributor without the prior written consent of Motorola.

d.    This Agreement and its attachments set forth the entire understanding
      between the parties hereto and, except as expressly provided otherwise in
      this Agreement, supersedes all prior agreements, arrangement and
      communications, whether oral or written, with respect to the subject
      matter hereof. Specifically, superceded and replaced by this Agreement,
      solely to the extent they relate to the relationship Between Motorola and
      Distributor, are the following: a) the Distribution Agreement between
      Motorola Inc. and Brightstar Corp. deted June 1, 2000; b) The United
      States Wireless Products Supply Agreement dated may 22, 2001 (subsequently
      retitled Amendment Number One to the Distribution Agreement); c) The
      Second Amendment to thee Distribution Agreement dated May 24, 2002; d) the
      third Amendment between Brightstar US Inc., and Motorola, Inc. concerning
      distribution of "BREW" devices. Notwithstanding the foregoing, this
      Agreement does not, and is not intended by the parties hereto, to replace,
      amend, modify or supercede any Agreement currently in place including,
      without limitation, the above referenced agreements, to the extent they
      relate to the relationship between Motorola and Brightstar Corp. and/or
      its affiliates (other than Distributor), and any such agreements which may
      be in effect shall continue in full force under its own terms. No other
      agreements, representations, warranties or other matters, whether oral or
      written, shall be deemed to bind the parties hereto with respect to the
      subject matter hereof. Distributor acknowledges that it is entering into
      this Agreement solely on the basis of the agreements and representations
      contained herein.

      IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed
      by their duly authorized representatives on the dates under their
      signatures below.

"MOTOROLA"                                       "DISTRIBUTOR"
 MOTOROLA, INC.,                                 BRIGTSTAR US, INC.

By: /s/ John F. McNulty                        By: /s/ Denise Gibson
    -------------------                            ----------------------
Name: John F. McNulty                              Name: Denise Gibson

Title: VP and GM                                   Title: President & Coo

["OFFICIAL SEAL]

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                             ATTACHMENT 1-PRODUCTS

Subject to the terms and conditions of this Agreement, Distributor is authorized
to sell mutually agreed to Products in the Territory, which may change from time
to time.

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                                  ATTACHMENT 2
          BRIGHTSTAR'S ASSIGNED ACCOUNTS FOR SALE OF MOTOROLA HANDSETS

[***]

[***]

CARRIER

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[***]

BRIGHTSTAR'S ASSIGNED ACCOUNTS FOR SALE OF MOTOROLA ACCESSORIES

CARRIERS
[***]
<PAGE>


[***]            [***] Denotes Confidential Treatment Requested

                                 RETAIL ACCOUNTS
[***]

                                  ATTACHMENT 3

                                  POOL ACCOUNTS

[***]
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                                  ATTACHMENT 4

MOTOROLA LIMITED WARRANTY FOR PERSONAL COMMUNICATION PRODUCTS, ACCESSORIES AND
SOFTWARE PURCHASED IN THE UNITED STATES OR CANADA

WHAT DOES THIS WARRANTY COVER? Subject to the exclusions contained below,
Motorola, Inc. warrants its wireless telephones, pagers and consumer two-way
radios that operate via Family Radio Service or General Mobile Radio Service
("Products"), Motorola-branded or certified accessories sold for use with these
Products ("Accessories") and Motorola software contained on CD-Roms,or other
tangible media and sold for use with these Products ("Software") to be free from
defects in materials and workmanship under normal consumer usage for the
period(s) outlined below. This limited warranty is a consumer's exclusive
remedy, and applies as follows to new Motorola Products, Accessories and
Software

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purchased by consumers in the United States or Canada, which are accompanied by
this written warranty:

<TABLE>
<CAPTION>
            PRODUCTS                          LENGTH OF
            COVERED                           COVERAGE                         EXCLUSIONS
----------------------------------------------------------------------------------------------------
<S>                                 <C>                               <C>
A. PRODUCTS AND ACCESSORIES as      A. ONE (1) YEAR from the date     NORMAL WEAR AND TEAR. Periodic
defined above, unless               of purchase by the first          maintenance, repair and
otherwise provided for below.       consumer purchaser of the         replacement of parts due to
                                    product unless otherwise          normal wear and tear are
                                    provided for below.               excluded from coverage.

1. DECORATIVE ACCESSORIES AND       1. LIMITED LIFETIME WARRANTY      BATTERIES. Only batteries
CASES. Decorative covers,           for the lifetime of ownership     whose fully charged capacity
charged capacity fully              by the first consumer             falls below 80% of their rated
bezels, PhoneWrap(TM) covers        purchaser of the product.         capacity and batteries that
and cases.                                                            leak are covered by this
                                                                      limited warranty.

2. MONAURAL HEADSETS. Bar buds      2. LIMITED LIFETIME WARRANTY      ABUSE & MISUSE. Defects or
and boom headsets that              for the lifetime of ownership     damage that result from (a)
transmit mono sound through a       by me first consumer purchaser    improper operation, storage,
wired connection.                   of the product.                   misuse or abuse, accident or
                                                                      neglect, such as physical
                                    3. NINETY (90) DAYS from the      damage (cracks, scratches,
3. CONSUMER TWO-WAV RADIO           date of purchase by the first     etc.) to the surface of the
ACCESSORIES.                        consumer purchaser of the         product resulting from misuse;
                                    product.                          (b) contact with liquid,
                                                                      water, rain, extreme humidity
                                    4. THE BALANCE OF THE ORIGINAL    or heavy perspiration, sand,
                                    WARRANTY OR FOR NINETY (90)       dirt or the like, extreme
4. PRODUCTS AND ACCESSORIES         DAYS From the date returned to    heat, or food; (c) use of the
THAT ARE REPAIRED OR REPLACED.      the consumer, whichever is        Products or Accessories for
                                    longer.                           commercial purposes or
                                                                      subjecting the Product or
                                                                      Accessory to abnormal usage or
                                                                      conditions; or (d) other acts
                                                                      which are not the fault of
                                                                      Motorola, are excluded from
                                                                      coverage.



                                                                      USE OF NON-MOTOROLA PRODUCTS
                                                                      AND ACCESSORIES. Defects or
                                                                      damage that result from me use
                                                                      of Non-Motorola branded or
                                                                      certified Products,
                                                                      Accessories, Software or other
                                                                      peripheral equipment are
                                                                      excluded from coverage.

                                                                      UNAUTHORIZED SERVICE OR
                                                                      MODIFICATION. Defects or
                                                                      damages resulting from
</TABLE>

                        MOTOROLA CONFIDENTIAL PROPRIETARY

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<TABLE>
<S>                                 <C>                               <C>
                                                                      service, testing, adjustment,
                                                                      installation, maintenance,
                                                                      alteration, or modification.
                                                                      in any way by someone other
                                                                      than Motorola, or its
                                                                      authorized service centers,
                                                                      are excluded from coverage.

                                                                      ALTERED PRODUCTS. Products or
                                                                      Accessories with (a) serial
                                                                      numbers or date tags that have
                                                                      been removed, altered or
                                                                      obliterated; (b) broken seals
                                                                      or that show evidence of
                                                                      tampering; (c) mismatched
                                                                      board serial numbers; or (d)
                                                                      nonconforming or non-Motorola
                                                                      housings, or parts, are
                                                                      excluded form coverage.

                                                                      COMMUNICATION SERVICES.
                                                                      Defects, damages, or the
                                                                      failure of Products,
                                                                      Accessories or Software due to
                                                                      any communication service or
                                                                      signal you may subscribe to or
                                                                      use with the Products
                                                                      Accessories or Software is
                                                                      excluded from coverage.

B. SOFTWARE. Applies only to        B. NINETY (90) DAYS from the      SOFTWARE EMBODIED IN PHYSICAL
physical detects in the media       date of purchase.                 MEDIA. No warranty is made
that embodies the copy of the                                         that the software will meet
software (e.g. CD-ROM, or                                             your requirements or will work
floppy disk).                                                         in combination with any
                                                                      hardware or software
                                                                      applications provided by
                                                                      third parties, that the
                                                                      operation of the software
                                                                      products will be uninterrupted
                                                                      or error free, or that all
                                                                      defects in the software
                                                                      products will be corrected.

                                                                      SOFTWARE NOT EMBODIED IN
                                                                      PHYSICAL MEDIA. Software that
                                                                      is not embodied in physical
                                                                      media, (e.g. software that is
                                                                      downloaded from the internet),
                                                                      is provided "AS IS" AND
                                                                      WITHOUT WARRANTY.
</TABLE>

WHO IS COVERED? This warranty extends only to the first consumer purchaser, and
is not transferable.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

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WHAT WILL MOTOROLA DO? Motorola, at its option, will at no charge repair,
replace or refund the purchase price of any Products, Accessories or Software
that does not conform to this warranty. We may use functionally equivalent
reconditioned/refurbished/pre-owned or new Products, Accessories or parts. No
data, software or applications added to your Product, Accessory or Software,
including but not limited to personal contacts, games and ringer tones, will be
reinstalled. To avoid losing such data, software and applications please create
a back up prior to requesting service.

HOW TO OBTAIN WARRANTY SERVICE OR OTHER INFORMATION? To obtain service or
information, please call:

<TABLE>
<S>     <C>                               <C>       <C>
USA         PHONES 1-800-331-6456         CANADA    ALL PRODUCTS 1-800-461-4575
            PAGERS 1-800-548-9954                        TTY 1-888-390-6456
        TWO-WAY RADIOS 1-800-353-2729
             TTY 1-888-390-6456
</TABLE>

    For ACCESSORIES AND SOFTWARE, please call the telephone number designated
                 above for the product with which they are used.

You will receive instructions on how to ship the Products, Accessories or
Software, at your expense, to a Motorola Authorized Repair Center. To obtain
service, you must include: (a) a copy of your receipt, bill of sale or other
comparable proof of purchase; (b) a written description of the problem; (c) the
name of your service provider, if applicable; (d) the name and location of the
installation facility (if applicable) and, most importantly; (e) your address
and telephone number.

WHAT OTHER LIMITATIONS ARE THERE? ANY IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, SHALL BE LIMITED TO THE DURATION OF THIS LIMITED WARRANTY,
OTHERWISE THE REPAIR REPLACEMENT, OR REFUND AS PROVIDED UNDER THIS EXPRESS
LIMITED WARRANTY IS THE EXCLUSIVE REMEDY OF THE CONSUMER, AND IS PROVIDED IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS OF IMPLIED. IN NO EVENT SHALL MOTOROLA BE
LIABLE. WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) FOR DAMAGES IN EXCESS
OF THE PURCHASE PRICE OF THE PRODUCT, ACCESSORY OR SOFTWARE, OR FOR ANY
INDIRECT, INCIDENTAL SPECIAL OR CONSEQUIOTIAL DAMAGES OF ANY KIND. OR LOSS OR
REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, SOFTWARE OR
APPLICATIONS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE
ABILITY OR INABILITY TO USE THE PRODUCTS, ACCESSORIES OR SOFTWARE TO THE FULL
EXTENT THESE DAMAGES MAY BE DISCLAIMED BY LAW.

SOME STATES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF

                        MOTOROLA CONFIDENTIAL PROPRIETARY

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INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LIMITATION ON THE LENGTH OF AN IMPLIED
WARRANTY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS
THAT VARY FROM STATE TO STATE OR FROM ONE JURISDICTION TO ANOTHER.

Laws in the United States and other countries preserve for Motorola certain
exclusive rights for copyrighted Motorola software such as the exclusive rights
to reproduce and distribute copies of the Motorola software. Motorola software
may only be copied into, used in, and redistributed with, the Products
associated with such Motorola software. No other use, including without
limitation disassembly of such Motorola software or exercise of the exclusive
rights reserved for Motorola, is permitted.

                                  ATTACHMENT 5
                                   ACCESSORIES

1. Sub-Sections l(e), l(f), and l(h) of Section 1 of me Agreement entitled
"APPOINTMENT AS DISTRIBUTOR" shall not apply to the sale and distribution of
accessories. The parties agree and acknowledge that Distributor's primary focus
for the sale of Motorola accessories shall be to sell to those markets and
distribution channels where Motorola has no direct sales presence. Consequently,
Distributor agrees that if it should sell any Motorola accessory to any carrier
customer that purchases cellular phones directly from Motorola, then such
accessory sale by Distributor shall not be counted towards any marketing fund,
accruals, and shall not be counted towards any of Distributor's minimum purchase
obligations.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

<PAGE>

II. The distributor is, by contract, obligated to:

      1.    Meet stated purchase minimums of Motorola accessories per quarter,
            as listed below. These minimums are exclusive of all products
            purchased by the carrier for the fulfillment of direct carrier-owned
            retail stores and/or carrier fulfillment programs.

              a. Bright Star...   [***]

            Failure to meet the purchase minimums in any quarter will result in
            potential forfeiture, of any accrued marketing funds. Cumulative
            results will also be considered with regard to contract status and
            MDF.

      2.    Provide monthly sell through reports showing sales to all Carrier
            Direct customers of Motorola Original Accessories.

      3.    Provide ongoing monthly, written forecasts 90 days in advance of
            CRSD. Purchase orders placed-45 days in advance of CRSD can be
            substituted for forecasts.

      4.    Upon request, Brightstar will share current inventory levels as part
            of the CPFR Process.

      5.    Drive business into markets/channels where there is no Motorola
            direct coverage (i,e. Carrier indirect stores, small and medium
            sized retail outlets, regional master agents, web fulfillment,
            Business-to-business sales, and Regional Carriers not mentioned in
            Attachment B.)

      6.    Offer a value-added service between Motorola and the regional
            carrier/retailer/agent/dealer (i.e. training, POS displays,
            packaging, etc.)

      7.    Have a sales support person responsible for Motorola accessory sales
            support at the distributor.

      8.    Utilize MDF dollars earned to develop programs by distributors or
            jointly with Motorola. MDF is to be used for programs with
            Agents/Dealer, RSA's and assigned accounts, and not carrier-direct
            programs. MDF is designed to directly promotes the sales development
            of Motorola Original Accessories. These programs are to be developed
            by the

                        MOTOROLA CONFIDENTIAL PROPRIETARY

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            distributor and pre-approved by Motorola CPAD (Consumer Products and
            Accessory Division) in order to qualify for MDF reimbursement.

II. At the same time, the distributor is by contract, obligated NOT to engage in
the following activities, or risk losing their status as a direct Motorola
distributor.

      1.    Sell Motorola Original Accessories into other regions outside the
            U.S. (Transship) without Motorola's consent which will not
            unreasonably be withheld.

      2.    Purchase Motorola Original Accessories from any source other then
            Motorola, provided the item(s) are available through Motorola. (Grey
            Market)

III. Motorola offers the following support and incentive program:

            Distributor can earn market development funds (excluding all
            purchases for carrier direct fulfillment programs) according to the
            following scale:

Annual Sales Target of [***]


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<Table>
<S>    <C>
[***]
</Table>

An additional potential [***] MDF, based on distributor's purchases (excluding
all carrier direct fulfillment program purchases) are available through
attainment of attachment rate targets by quarter as follows. Attachment rate is
defined as total accessory net dollar Motorola shipments to distributor
(excluding all shipments for carrier direct fulfillment programs) divided by
total net Motorola phone unites shipments from Motorola to distributor in the
same quarter.: Quarterly Attachment Rate

<TABLE>
<S>                                   <C>
1. [***] per unit or higher.........  [***] MDF
2. [***] per unit or higher.........  [***] MDF
</TABLE>

MDF is to be used by the distributor expressly for the sole purpose of promoting
Motorola Original Accessories within the non-carrier direct channels in their
markets these funds are accrued but not awarded without a claim form describing
the program/promotion/advertising that was run. All MDF eligible programs must
receive prior approval by Motorola. All distributions for MDF dollars must be
claimed within 90 days of the closing quarter (Q2 allocation must be claimed
before Q3 begins). Any unclaimed MDF dollars in the 90 days following the
accrual will be lost, but not before Motorola's accessory sales representative
contacts Brightstar to explain the earned MDF dollars and expiration timelines.
Each quarterly goal is independent of the prior quarter.

In addition to the MDF program detailed above, distributor is also eligible to
participate in the following programs:

1.    Access to Motorola marketing programs, such as the NFL.

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      2.    [***] Non-Return Warranty Credit. In lieu of Distributor returning
            defective product to Motorola for warranty reimbursement,
            Distributor is to keep any and all defective product and will
            receive a [***] trailing credit from Motorola to cover associated
            costs of replacing customer's defective accessories. Distributor
            understands that it may request the allocation of up to [***]
            additional accessory MDF, and Motorola may decide, in its reasonable
            discretion, to allow such allocation on a case by case basis.

      3.    Access to Motorola package support for custom packaging programs.

In addition, Motorola will hold a formal 90-day scorecard session with each
distributor to review contractual obligations and review distributor progress
against contractual minimum purchase targets, upcoming market development funds
and usage.

                                  ATTACHMENT 6

WHEREAS, Distributor is aware that Motorola has a license from Qualcomm, Inc.
("Qualcomm") to integrate Binary Runtime Environment for Wireless ("BREW")
technology into certain Motorola CDMA wireless devices being offered to Verizon;
Wireless ("Verizon");

WHEREAS, Distributor as an authorized distributor of certain wireless products
desires to purchase BREW Devices for resale to certain Verizon or Verizon
authorized locations in the United States; and

WHEREAS, Motorola desires to sell such BREW Devices to Distributor;

NOW THEREFORE, the Parties hereto agree as follows:

1. Definitions.

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      a.    "BREW Device" means a complete end-user CDMA wireless device into
            which Motorola has integrated the Qualcomm BREW technology. For
            purposes of this Attachment, the term BREW Device is limited to the
            T720 and V60e.

      b.    [***]

2. With respect to Distributor's purchase of BREW Devices, Distributor hereby
agrees to:

                  (1)   only sell such BREW Devices to the Verizon or Verizon
                        authorized locations in the United States as described
                        in this Agreement;

                  (2)   [***]

                  (3)   [***]

3. [***]

4. Reports. Within 20 calendar days after the end of each quarter, Distributor
      shall provide Motorola with a written report, ("Report") in the form to
      be provided by Motorola that includes the number of BREW Devices shipped
      to Verizon of Verizon authorized locations in the United States for each
      month of the quarter. Motorola may make reasonable changes to the Report
      from time to time.

[***]

                        MOTOROLA CONFIDENTIAL PROPRIETARY

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[***]

                        MOTOROLA CONFIDENTIAL PROPRIETARY