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                                                                  EXHIBIT 10.40
                     AMENDED AND RESTATED PERSONAL GUARANTY

      THIS AMENDED AND RESTATED PERSONAL GUARANTY (the "Guaranty") is made as of
April 23, 2004, by Raul M. Claure (the "Guarantor"), in favor of MOTOROLA ,
INC., a Delaware corporation, in its capacity as agent on behalf of itself and
the other Motorola Parties (in such capacity, "Motorola").

                             Preliminary Statements

      (a) The Guarantor and Patricia Claure entered into a personal guaranty
dated April 11, 2001 (the "Original Guaranty"), in favor of Motorola, Inc.

      (b) The Original Guaranty was amended by an Omnibus Amendment made as of
May 24, 2002, by and among Motorola, Inc., the Guarantor, Patricia Claure and
the other parties thereto.

      (c) The Guarantor desires to further amend the Original Guaranty and to
restate it in its entirety as so further amended and Motorola is willing to
allow such amendment and restatement.

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor agrees to amend and restate the Original Guaranty in
its entirety as follows:

      1. Definitions. All capitalized terms used but not defined in this
Guaranty have the meanings given in the Amended and Restated Payment Terms
Agreement, dated as of April 23, 2004, by and among Motorola, Inc. (in its
capacity as agent for itself and the other Motorola Parties), Brightstar Corp.
and the other persons and entities that are parties thereto (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Payment Terms Agreement ").

      2. Amendment and Restatement; Guaranties and Liens Unimpaired. This
Guaranty amends, restates and replaces the Original Guaranty in its entirety. It
is the intention and understanding of the parties that (a) this Guaranty shall
continue the obligations under the Original Guaranty (and any Brightstar
Obligations represented, guarantied or secured thereby) and shall not act as a
novation of the Original Guaranty (or any Brightstar Obligations represented,
guarantied or secured thereby), (b) all guaranties and all security interests,
pledges and other liens guarantying or securing the Original Guaranty (or any
Brightstar Obligations represented, guarantied or secured thereby) shall remain
in full force and effect and shall guarantee and secure this Guaranty (and all
Brightstar Obligations represented, guarantied or secured thereby), and (c) the
priority of all guaranties and all security interests, pledges and other liens
guarantying or securing any obligations under the Original Guaranty (or any
Brightstar Obligations represented, guarantied or secured thereby) shall not be
impaired by the execution, delivery or performance of this Guaranty.
Notwithstanding the foregoing, however, it is acknowledged and agreed that
Patricia Claure is released from all obligations regarding the Original Guaranty
and has no obligations under this Guaranty.

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      3. Guaranty. The Guarantor unconditionally and absolutely guarantees to
Motorola, the full, prompt and complete payment of the Brightstar Obligations.

      4. Nature of Guaranty and Acknowledgments. The Guarantor acknowledges that
a separate guaranty of the Brightstar Obligations is being provided on this date
by David H. Peterson and Denyse Peterson, which separate guaranty does not
diminish the obligations of the Guarantor.

      5. Waivers. The Guarantor expressly waives: (a) notice of acceptance of
this Guaranty and any and all other notices which by law or other terms are
required to be given to any of the Brightstar Parties, (b) any demand for or
notice of default of the payment of any Brightstar Obligation, and (c) any legal
obligation, duty or necessity for Motorola to proceed first against any of the
Brightstar Parties or against any other guarantor to exhaust any remedy that
Motorola may have against any of the Brightstar Parties, it being agreed that,
in the event of default of any Brightstar Obligation in any respect by any of
the Brightstar Parties, Motorola may proceed and have a right of action against
the Guarantor and/or any of the Brightstar Parties.

      6. Modification to the Brightstar Obligations. The Guarantor agrees that,
even if the Guarantor may not have consented to, or may not have notice or
knowledge of, any of the following, the unconditional liability of the Guarantor
to Motorola will not in any way be affected or discharged by: (a) any
modification, extension or renewal by any of the Brightstar Parties, Motorola or
any of the Motorola Parties of any of the Brightstar Obligations; or (b) any act
or omission or any waiver by Motorola, any of the Motorola Parties or any of the
Brightstar Parties.

      7. Continuing Guaranty. The Guarantor agrees that this Guaranty will
continue until all of the Brightstar Parties have been fully discharged of all
of the Brightstar Obligations. This Guaranty may only be modified by a writing
signed by an officer of Motorola. This Guaranty will not be diminished by any
payment or performance by the Guarantor until all of the Brightstar Obligations
have been fully discharged. If the Guarantor makes payment under this Guaranty,
the Guarantor waives any rights of subrogation as against any of the Brightstar
Parties until all of the Brightstar Obligations have been paid in full.

      8. No Defenses. The Guarantor expressly waives any defense in law or in
equity that would be available to any of the Brightstar Parties, it being the
intent of this Guaranty that the liability of the Guarantor under this Guaranty
is primary and unconditional. Further, in any action instituted by Motorola to
enforce this Guaranty the Guarantor will not be entitled to make any defense
that is contrary to the terms of this Guaranty.

      9. Expenses. In the event any action is brought in connection with the
enforcement of this Guaranty, the Guarantor will pay reasonable attorneys' fees
and all court costs incurred by Motorola.

      10. Assignments. This Guaranty is personal to the Guarantor and the
Guarantor may not assign it, but it is freely transferable by Motorola. This
Guaranty will be binding upon the heirs and legal representatives of the
Guarantor and inure to the benefit of Motorola and their respective successors
and assigns. The Guarantor understands that Motorola is relying on

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financial information that has been provided by the Guarantor to Motorola, and
the Guarantor represents that such information is correct in all material
respects. At least annually, but otherwise at Motorola's request, the Guarantor
will provide updates of such financial information. Regardless, the Guarantor
agrees to immediately notify Motorola if there is a material change in the
financial information that the Guarantor has provided to Motorola. Without
limiting the foregoing, the Guarantor shall furnish to Motorola, promptly upon
request, such financial or other information concerning the Guarantor
(including, but not limited to, periodic personal financial statements) as
Motorola may request from time to time. The Guarantor also specifically
authorizes Motorola to obtain consumer credit reports concerning the Guarantor
from time to time as determined by Motorola in its discretion.

      11. Notices. Any notice, demand or other communications required to or
permitted to be given or made hereunder in writing, shall be deemed given or
made when (a) delivered in person; (b) five (5) days after such communication is
posted in the mails; or (c) one (1) day after such communication is sent by a
nationally recognized overnight courier service. Such communications shall be
addressed as follows:

      If to Motorola to:                Motorola, Inc
                                        798 International Parkway
                                        Sunrise, Florida 33325
                                        Attn: PCS Latin America Director of
                                        Finance

      With a copy to:                   Shook, Hardy & Bacon L.L.P.
                                        Miami Center, Suite 2400
                                        201 South Biscayne Boulevard
                                        Miami, Florida 33131-4332
                                        Attn: John M. Barkett, Esq.

      If to the Guarantor to:           Raul M. Claure
                                        2701 NW 107th Ave.
                                        Miami, FL 33172

      With a copy to:                   Kirkpatrick & Lockhart LLP
                                        Miami Center, 20th Floor
                                        201 South Biscayne Boulevard
                                        Miami, Florida 33131
                                        Attn: Clayton E. Parker, Esq.

      or at such other address or addresses as the party addressed may from time
to time designate in writing.

      12. Governing Law. This Guaranty will be deemed made in and governed by
the laws of the State of Florida, without regard to laws regarding conflicts of
law.

      13. Severability. If any term or provision of this Guaranty should be
declared invalid by a court of competent jurisdiction, the remaining terms and
provisions will be unimpaired and the invalid term or provision will be replaced
by such valid term or provision as comes closets to the intention underlying the
invalid term or provision.

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      14. WAIVER OF JURY TRIAL. THE GUARANTOR AND MOTOROLA HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS GUARANTY OR ANY OTHER AGREEMENT AMONG ANY OF THE BRIGHTSTAR
PARTIES ON ONE HAND, AND ANY MOTOROLA PARTY ON THE OTHER HAND, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
EACH PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE GUARANTOR AND
MOTOROLA ENTERING INTO THIS AGREEMENT. THE PROVISIONS OF THIS ARTICLE HAVE BEEN
FULLY NEGOTIATED BY THE PARTIES HERETO AND THESE PROVISIONS SHALL BE SUBJECT TO
NO EXCEPTIONS. NEITHER THE GUARANTOR NOR MOTOROLA HAS IN ANY WAY AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS ARTICLE WILL NOT BE
ENFORCED IN ALL INSTANCES. NEITHER THE GUARANTOR NOR MOTOROLA SHALL SEEK TO
CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY
OTHER PARTY IN WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED.

      15. Waiver of Plea of Jurisdiction or Venue. Because the Guarantor and
Motorola each have a significant interest in consistent interpretation of this
Guaranty, the Guarantor designates Miami, Florida as the sole forum for
resolution of any dispute arising hereunder. The Guarantor hereby waives any
plea of jurisdiction or venue as not having a place of business in Miami-Dade
County, Florida, and hereby specifically authorizes any action brought upon the
enforcement of the Guaranty to be instituted and prosecuted in either the
Circuit Court of Miami-Dade County, Florida, on in the United States District
Court for the Southern District of Florida, at the election of Motorola.
Guarantor further agrees that a final judgment in any action or proceeding will
be conclusive and may be enforced against it in any other jurisdiction or in any
other manner provided by law.

      16. Miscellaneous. This Guaranty may be validly executed and delivered by
fax or other electronic transmission and in one or more counterpart signature
pages. This Guaranty shall be construed without presumption for or against the
drafter of all or any part hereof. Section headings are for convenience of
reference only and shall not limit the scope of any Section. All factual
recitals and other matters set forth in the Preliminary Statements to this
Guaranty shall constitute a part of this Guaranty.

                            [Signature pages follow]

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      IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the
date first above written.

/s/ Raul M. Claure
-----------------
Raul M. Claure
Date Signed:___________________
Social Security or Other Government Identification No: ###-##-####

Accepted:

Motorola, Inc.

By: /s/ Dennis J. Strand
    -----------------------
Name: Dennis J. Strand
Title: CFO - PCS.

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004, by RAUL M. CLAURE, in his individual capacity, and who
is personally known to me or has produced ____________ as identification.

                        /s/ Clayton E. Parker
                        -------------------------------------
                        Notary Public
                        Name of Notary Printed: Clayton E. Parker

My Commission Expires:

[CLAYTONE E. PARKER SEAL]

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