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                                                                 EXHIBIT 10.35

                               SECURITY AGREEMENT

      THIS SECURITY AGREEMENT (the "Agreement") is made as of April 23, 2004, by
each of the entities that is a party to this Agreement or that hereafter becomes
a party to this Agreement by executing a separate joinder agreement
(collectively, the "Debtor"), in favor of MOTOROLA, INC., a Delaware
corporation, in its capacity as agent for itself and the other Motorola Parties
(in such capacity, the "Secured Party").

                             Preliminary Statements

      (a) Brightstar Corp., a Delaware corporation ("Brightstar"), is a party to
the Payment Terms Agreement referred to below.

      (b) The Debtor is a Foreign Subsidiary of Brightstar.

      (c) It is a condition to the obligations of the Motorola Parties under the
Payment Terms Agreement and the other Brightstar Documents that the Debtor enter
into this Agreement, which the Debtor is willing to do.

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Debtor agrees as follows:

      1. Definitions. All capitalized terms used but not defined in this
Agreement 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 a party thereto (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Payment Terms Agreement"). All terms defined in the UCC and used in this
Agreement have the meanings given to them in the UCC; provided, that if a term
is defined in Article 9 of the UCC differently than in another Article of the
UCC, the term has the meaning given in Article 9. In addition, the following
terms have the following meanings as used in this Agreement:

      "Foreign Subsidiary" means any direct or indirect Subsidiary of Brightstar
now or hereafter created and that is organized outside of the United States of
America and its territories (including, without limitation, Brightstar Puerto
Rico, Inc.), together with any and all successors and assigns of each of the
foregoing Subsidiaries.

      "Foreign Subsidiary Obligations" means all obligations of any of the
Foreign Subsidiaries to any of the Motorola Parties, however created, arising or
evidenced, whether direct or indirect, absolute or contingent, now existing or
hereafter arising or acquired, including, without limitation: (a) all
obligations of any of the Foreign Subsidiaries under any of the Brightstar
Documents; (b) the payment of any invoices that any of the Motorola Parties has
rendered or may render in the future against any of the Foreign Subsidiaries;
(c) the payment of any contracts or other evidences of indebtedness that any of
the Foreign Subsidiaries may deliver to any of the Motorola Parties for goods or
services; (d) the payment of any applicable taxes of any kind that may arise out
of or relate to clause (a), (b) or (c) that may be levied against any of

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the Motorola Parties by a proper taxing authority; (e) the payment of any
interest, penalty or late charge that may arise out of or relate to the failure
of any of the Foreign Subsidiaries to pay any of the Motorola Parties, whether
(i) assessed by any of the Motorola Parties against any of the Foreign
Subsidiaries as part of the normal collection practices of any of the Motorola
Parties; or (ii) assessed by others against any of the Motorola Parties; (f) the
payment of principal, interest and any other amounts due or to become due,
whether by acceleration or otherwise, under all other obligations of any of the
Foreign Subsidiaries to any of the Motorola Parties, and (g) the payment of any
costs or expenses incurred by any of the Motorola Parties in collecting all or
any portion of the foregoing or in obtaining, preserving, perfecting and
enforcing any security interest granted by any of the Foreign Subsidiaries or in
maintaining, preserving and collecting the property subject to any such security
interest.

      2. Security Interest. The Debtor hereby grants to the Secured Party a
security interest in all of the Debtor's right, title and interest in and to all
personal property of the Debtor, including, without limitation, all goods
(including inventory, equipment and any accessions thereto), accounts (including
health-care-insurance receivables), general intangibles (including payment
intangibles), chattel paper (whether tangible or electronic), instruments
(including promissory notes), investment property (including securities),
documents, deposit accounts, letter-of-credit rights (whether or not the letter
of credit is evidenced by a writing), supporting obligations, any other contract
rights or rights to the payment of money and insurance claims and proceeds,
whether such property or the Debtor's right, title or interest therein or
thereto is now owned or existing or hereafter acquired or arising and wherever
such property may now or hereafter be located, together with all cash and
non-cash proceeds thereof and all replacements, attachments and products thereof
(collectively, the "Collateral"). The Secured Party acknowledges that its
security interest in the Collateral owned by Brightstar Puerto Rico, Inc. and
its rights under this Agreement with respect to Brightstar Puerto Rico, Inc.
(including, without limitation, its rights as a secured party following the
occurrence of an Event of Default) are subject to the terms of the PNC
Intercreditor Agreement.

      3. Obligations Secured. The security interest granted in this Agreement
secures the prompt payment and performance in full of the Foreign Subsidiary
Obligations. For the avoidance of doubt, the security interest granted in this
Agreement does not secure any obligations of any of the Brightstar Parties that
is not a Foreign Subsidiary (including, without limitation, any obligations of
Brightstar).

      4. Ownership. The Debtor represents and warrants to the Secured Party that
it owns the Collateral and the Collateral is free and clear of all Liens, other
than Permitted Liens, and agrees that it will keep the Collateral free and clear
from all Liens, other than Permitted Liens.

      5. Name and Offices. There has been no change in the name of the Debtor,
or the name under which the Debtor conducts business, within the 5 years
preceding the date of execution of this Agreement or a separate joinder
agreement (or, if the Debtor has not been in existence for 5 years, since the
date of its organization) and the Debtor has not moved its executive offices
(which, for each Debtor, is located at the address provided in its signature
block to this Agreement or in a separate joinder agreement) or changed the
jurisdiction of its organization within the 5 years preceding the date of
execution of this Agreement or a separate joinder agreement (or, if the Debtor
has not been in existence for 5 years, since the date of its

               Security Agreement (Foreign Subsidiaries) - Page 2

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organization). The organizational identification number of the Debtor as
provided herein or in a separate joinder agreement is correct.

      6. Title/Taxes. The Debtor has good and marketable title to the Collateral
and will warrant and defend it against all claims. The Debtor will not transfer,
sell, or lease the Collateral (except for sales of inventory in the ordinary
course of business). The Debtor agrees to pay promptly all taxes and assessments
upon or for the use of the Collateral and on this Agreement. At its option, the
Secured Party may discharge taxes, liens, security interests or other
encumbrances at any time levied or placed on the Collateral. The Debtor agrees
to reimburse the Secured Party, on demand, for any such payment made by the
Secured Party. Any amounts so paid shall be added to the Foreign Subsidiary
Obligations and be secured hereunder, and shall bear interest payable by the
Debtor at the annual rate of eighteen percent per annum (18% p.a.).

      7. Waivers. The Debtor waives presentment, demand, protest, notice of
dishonor, notice of default, demand for payment, notice of intention to
accelerate, and notice of acceleration of maturity. The Debtor further agrees
not to assert against the Secured Party as a defense (legal or equitable), as a
set-off, as a counterclaim, or otherwise, any claims the Debtor may have against
any seller or lessor that provided personal property or services relating to any
part of the Collateral. The Debtor waives any exemptions with regard to the
Collateral. The Debtor waives any and all rights to notice or to hearing prior
to the Secured Party's taking immediate possession or control of any Collateral,
and to any bond or security which might be required by applicable law prior to
the exercise of any of the Secured Party's remedies against any Collateral.

      8. Extensions, Releases. The Debtor agrees that the Secured Party may
extend, renew or modify any of the Foreign Subsidiary Obligations and grant any
releases, compromises or indulgences with respect to any security for the
Foreign Subsidiary Obligations, or with respect to any party liable for the
Foreign Subsidiary Obligations, and may add (or fail to add) additional Debtors
under this Agreement by one or more separate joinder agreements, all without
notice to or consent of the Debtor and without affecting the liability of the
Debtor or the enforceability of this Agreement.

      9. Notifications of Change. The Debtor will notify the Secured Party in
writing at least 30 days prior to any change in: (i) the Debtor's chief place of
business and/or residence; (ii) the Debtor's name or identity; or (iii) the
Debtor's corporate structure (including, without limitation, the jurisdiction of
its organization). The Debtor will keep the Collateral at the location(s)
previously provided to the Secured Party until such time as the Secured Party
provides written advance consent to a change of location. The Debtor will bear
the cost of preparing and filing any documents necessary to protect the Secured
Party's Liens.

      10. Collateral Condition and Lawful Use. The Debtor represents that the
Collateral is in good repair and condition and that the Debtor shall use
reasonable care to prevent the Collateral from being damaged or depreciating.
The Debtor shall immediately notify the Secured Party of any material loss or
damage to the Collateral. The Debtor shall not permit any item of equipment to
become a fixture to real estate or an accession to other personal property. The
Debtor represents it is in compliance in all material respects with all federal,
state and local laws, rules and regulations applicable to its properties, the
Collateral, operations, business, and

               Security Agreement (Foreign Subsidiaries) - Page 3

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finances, including, without limitation, any federal or state laws relating to
liquor (including 18 U.S.C. Section 3617, et seq.) or narcotics (including
21 U.S.C. Section 801 et seq.) and all applicable federal, state and local laws,
and regulations intended to protect the environment.

      11. Risk of Loss and Insurance. The Debtor shall bear all risk of loss
with respect to the Collateral. The injury to or loss of the Collateral, either
partial or total, shall not release the Debtor from payment or other performance
hereof. The Debtor agrees to obtain and keep in force casualty and hazard
insurance on the Collateral naming the Secured Party as loss payee. Such
insurance is to be in form and amounts reasonably satisfactory to the Secured
Party. All such policies shall provide to the Secured Party a minimum of 30 days
written notice of cancellation. The Debtor shall furnish to the Secured Party
such policies or other evidence of such policies satisfactory to the Secured
Party. The Secured Party is authorized, but not obligated, to purchase any or
all insurance or "Single Interest Insurance" protecting such interest as the
Secured Party deems appropriate against such risks and for such coverage and for
such amounts, including either the amount of the Foreign Subsidiary Obligations
or the value of the Collateral at its discretion, all at the Debtor's expense.
In such event, the Debtor agrees to reimburse the Secured Party for the cost of
such insurance and the Secured Party may add such cost to the Foreign Subsidiary
Obligations. The Debtor shall bear the risk of loss to the extent of any
deficiency in the effective insurance coverage with respect to loss or damage to
any of the Collateral. The Debtor hereby assigns to the Secured Party the
proceeds of all such insurance and directs any insurer to make payments directly
to the Secured Party. The Debtor hereby appoints the Secured Party its
attorney-in-fact, which appointment shall be irrevocable and coupled with an
interest for so long as the Foreign Subsidiary Obligations are unpaid, to file
proof of loss and/or any other forms required to collect from any insurer any
amount due from any damage or destruction of the Collateral, to agree to and
bind the Debtor as to the amount of said recovery, to designate payee(s) of such
recovery, to grant releases to any insurer, to grant subrogation rights to any
insurer, and to endorse any settlement check or draft. The Debtor agrees not to
exercise any of the foregoing powers granted to the Secured Party without the
Secured Party's prior written consent.

      12. Financing Statements. No Financing Statement (other than any filed by
the Secured Party) covering any of the Collateral or proceeds thereof is on file
in any public filing office. This Agreement, or a copy thereof, or any financing
statement authorized hereunder may be recorded. On request of the Secured Party,
the Debtor will execute or authorize one or more financing statements in form
satisfactory to the Secured Party and will pay all costs and expenses of filing
the same or of filing this Agreement in all public filing offices, where filing
is deemed by the Secured Party to be desirable. The Secured Party is authorized
to file Financing Statements relating to the Collateral without the Debtor's
signature where authorized by law. The Debtor appoints the Secured Party as its
attorney-in-fact to execute such documents necessary to accomplish perfection of
the Secured Party's security interest. The appointment is coupled with an
interest and shall be irrevocable as long as any Foreign Subsidiary Obligations
remain outstanding. The Debtor further agrees to take such other actions as
might be requested for the perfection, continuation and assignment, in whole or
in part, of the security interests granted herein. If certificates are issued or
outstanding as to any of the Collateral, the Debtor will cause the security
interests of the Secured Party to be properly protected, including perfection of
notation thereon.

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      13. Contracts, Chattel Paper, Accounts, General Intangibles. The Debtor
warrants that the Collateral consisting of contract rights, chattel paper,
accounts, or general intangibles is (i) genuine and enforceable in accordance
with its terms except as limited by law; (ii) not subject to any defense,
set-off, recoupment claim, or counterclaim of a material nature against the
Debtor; (iii) not subject to any other circumstances that would impair the
validity, enforceability or amount of such Collateral; and (iv) consistent with
each other representation or warranty made by the Debtor to the Secured Party.
Effective upon the occurrence of an Event of Default, the Debtor shall not
amend, modify or supplement any lease, contract or agreement contained in the
Collateral or waive any provision therein, without the prior written consent of
the Secured Party.

      14. Account Information. Upon the occurrence of an Event of Default, the
Debtor shall from time to time upon the request of the Secured Party, provide
the Secured Party with schedules describing all accounts and contracts,
including customers, addresses, credited or acquired by the Debtor and, at the
Secured Party's request, shall execute and deliver written assignments of
contracts and other documents evidencing such accounts and contracts to the
Secured Party. Together with each schedule, the Debtor shall, if requested by
the Secured Party, furnish the Secured Party with copies of the Debtor's sales
journals, invoices, customer purchase orders or the equivalent, and original
shipping or delivery receipts for all goods sold, and the Debtor warrants the
genuineness thereof.

      15. Account and Contract Debtors. Upon the occurrence of an Event of
Default, the Secured Party shall have the right to notify the account and
contract debtor obligated on any or all of the Collateral to make payment
thereof directly to the Secured Party and the Secured Party may take control of
all proceeds of any such Collateral, which rights the Secured Party may exercise
at any time. The cost of such collection and enforcement, including reasonable
attorneys' fees and expenses, shall be borne solely by the Debtor whether the
same is incurred by the Secured Party or the Debtor. Upon demand of the Secured
Party, the Debtor will, upon receipt of all checks, drafts, cash and other
remittances in payment on any Collateral, deposit the same in a special deposit
account maintained with a financial institution acceptable to the Secured Party,
over which the Secured Party has control.

      16. Modification to Accounts. Upon the occurrence of an Event of Default,
no discount, credit or allowance shall be granted by the Debtor to any account
or contract debtor and no return of merchandise shall be accepted by the Debtor
without the Secured Party's prior written consent. The Secured Party may, after
Default, settle or adjust disputes and claims directly with the account or
contract debtor for amounts and upon terms that the Secured Party considers
advisable, and in such cases, the Secured Party will credit the Foreign
Subsidiary Obligations with the net amounts received by the Secured Party, after
deducting all of the expenses incurred by the Secured Party. The Debtor agrees
to indemnify and defend the Secured Party and hold it harmless with respect to
any claim or proceeding arising out of any matter related to collection of the
Collateral.

      17. Government Contracts. If any accounts receivable or proceeds of
inventory covered hereby arise from obligations due to the Debtor from any
governmental unit or organization, the Debtor shall immediately notify the
Secured Party in writing and execute all documents and take all actions demanded
by the Secured Party to ensure recognition by such governmental unit or
organization of the rights of the Secured Party in the Collateral.

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      18. Inventory. So long as no Default has occurred, the Debtor shall have
the right in the ordinary course of business, to process and sell the Debtor's
inventory. Upon demand of the Secured Party, the Debtor will, upon receipt of
all checks, drafts, cash and other remittances, in payment of the Collateral
sold, deposit the same in a special deposit account maintained with a financial
institution acceptable to the Secured Party, over which the Secured Party has
control. The Debtor shall comply with all federal, state, and local laws,
regulations, rulings, and orders applicable to the Debtor or its assets or
business, in all respects. Without limiting the generality of the previous
sentence, the Debtor shall comply with all requirements of the federal Fair
Labor Standards Act in the conduct of its business and the production of
inventory. The Debtor shall notify the Secured Party immediately of any
violation by the Debtor of the Fair Labor Standards Act, and a failure of the
Debtor to so notify the Secured Party shall constitute a continuing
representation that all inventory then existing has been produced in compliance
with the Fair Labor Standards Act.

      19. Instruments, Chattel Paper. Any Collateral that is instruments,
chattel paper and negotiable documents will be properly assigned to, deposited
with and held by the Secured Party, unless the Secured Party shall hereafter
otherwise direct or consent in writing. The Secured Party may, without notice,
after the occurrence of an Event of Default, exercise any or all rights of
collection, conversion, or exchange and other similar rights, privileges and
options pertaining to the Collateral, but shall have no duty to do so.

      20. Collateral Duties. The Secured Party shall have no custodial or
ministerial duties to perform with respect to the Collateral pledged except as
set forth herein; and by way of explanation and not by way of limitation, the
Secured Party shall incur no liability for any of the following: (i) loss or
depreciation of the Collateral (unless caused by its willful misconduct), (ii)
its failure to present any paper for payment or protest, to protest or give
notice of nonpayment, or any other notice with respect to any paper or
Collateral, or (iii) its failure to present or surrender for redemption,
conversion or exchange any bond, stock, paper or other security whether in
connection with any merger, consolidation, recapitalization, or reorganization,
arising out of the refunding of the original security, or for any other reason,
or its failure to notify any party hereto that the Collateral should be so
presented or surrendered.

      21. Transfer of Collateral. The Secured Party may assign its rights in the
Collateral or any part thereof, to the assignee, as well as any subsequent
holder hereof, who shall thereupon become vested with all the powers and rights
herein given to the Secured Party with respect to the property so transferred
and delivered, and the Secured Party shall thereafter, be forever relieved and
fully discharged from any liability with respect to such property so
transferred, but with respect to any property not so transferred the Secured
Party shall retain all rights and powers hereby given, and provided the
foregoing shall not relieve the Secured Party of any obligations with respect to
any representations and warranties relating to goods sold to the Debtor by the
Secured Party to the extent but only to the extent such representations and
warranties are specified in the Brightstar Distribution Agreement.

      22. Substitute Collateral With the prior written consent of the Secured
Party, other Collateral may be substituted for the original Collateral herein in
which event all rights, duties, obligations, remedies and security interests
provided for, created or granted hereunder shall apply fully to such substitute
Collateral.

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      23. Inspection, Books and Records. The Debtor will at all times keep
accurate and complete records covering each item of the Collateral, including
the proceeds therefrom. The Secured Party, or any of its agents, shall have the
right, at intervals to be determined by the Secured Party and without hindrance
or delay, to inspect, audit, and examine the Collateral and to make extracts
from the books, records, journals, orders, receipts, correspondence and other
data relating to the Collateral, the Debtor's business or any other transaction
between the parties hereto. The Debtor will, at its expense, furnish the Secured
Party copies thereof upon request.

      24. Attorneys' Fees and Other Costs of Collection. The Debtor shall pay
all of the Secured Party's reasonable expenses incurred in preparing and
enforcing this Agreement and in preserving and liquidating the Collateral,
including but not limited to, reasonable paralegal's, attorney's and expert's
fees and expenses, whether incurred without the commencement of a suit, in any
trial, arbitration, or administrative proceeding, or in any appellate or
bankruptcy proceeding.

      25. Remedies on Default (Including Power of Sale). If any Default or Event
of Default occurs, all of the Foreign Subsidiary Obligations shall be
immediately due and payable, without notice and the Secured Party shall have all
the rights and remedies of a secured party under the Uniform Commercial Code.
Without limitation thereto, the Secured Party shall have the following rights
and remedies; (i) to take immediate possession of the Collateral, without notice
or resort to legal process, and for such purpose, to enter upon any premises on
which the Collateral or any part thereof may be situated and to remove the same
therefrom, or, at its option, to render the Collateral unusable or dispose of
such Collateral on the Debtor's premises; (ii) to require the Debtor to assemble
the Collateral and make it available to the Secured Party at a place to be
designated by the Secured Party; (iii) to exercise its right of set-off against
amounts, if any, owed to the Debtor by the Secured Party, without advance
notice, regardless of whether such accounts are general or special; (iv) to
dispose of the Collateral, as a unit in parcels, separately or with any real
property interests also securing the Foreign Subsidiary Obligations, in any
county or place selected by the Secured Party, at either private or public sale
(at which public sale the Secured Party may be the purchaser) with or without
having the Collateral physically present at said sale; (v) any notice of sale,
disposition or other action by the Secured Party required by law and sent to the
Debtor at the Debtor's address shown above, or at such other address of the
Debtor as may from time to time be shown on the records of the Secured Party, at
least 10 days prior to such action, shall constitute reasonable notice to the
Debtor and such notice shall be deemed given or sent when mailed postage prepaid
to the Debtor, address as provided herein; (vi) the Secured Party shall be
entitled to apply the proceeds of any sale or other disposition of the
Collateral, and the payments received by the Secured Party with respect to any
of the Collateral, to the Foreign Subsidiary Obligations in such order and
manner as the Secured Party may determine; and (vii) any Collateral that is
subject to rapid declines in value and is customarily sold in recognized markets
may be disposed of by the Secured Party in a recognized market for such
collateral without providing notice of sale.

      26. Remedies are Cumulative. No failure on the part of the Secured Party
to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise by
the Secured Party of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other

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right, power or remedy. The remedies herein provided are cumulative and are not
exclusive of any remedies provided by law, in equity, or in other Brightstar
Documents.

      27. Bankruptcy.

            (a) In the event any of the Foreign Subsidiaries files a voluntary
petition seeking relief under Title 11 of the United States Code ("Bankruptcy
Code"), or any of the Foreign Subsidiaries becomes the subject of an involuntary
bankruptcy proceeding in which an order for relief is entered and not dismissed
within 30 days, or otherwise becomes the subject of any petition seeking any
reorganization, arrangement, composition, readjustment liquidation, dissolution,
assignment for the benefit of creditors, or similar relief under any present or
future federal or state laws or statutes relating to bankruptcy, insolvency, or
other relief for debtors, or any of the Foreign Subsidiaries seeks, consents to
or acquiesces to the appointment of a trustee, receiver, conservator or
liquidator, the Debtor (for itself and on behalf of each of the other Foreign
Subsidiaries) agrees that the Secured Party will not be adequately protected and
therefore will be entitled to immediate relief from any automatic stay
prescribed by applicable state or federal law including, but not limited to, 11
U.S.C. Section 362(a), for cause, to enforce its rights under this Agreement and
the other Brightstar Documents to which any of the Foreign Subsidiaries is a
party unless the Secured Party expressly reserves its right to do otherwise.
This entitlement shall be irrespective of any of the requirements of state or
federal law including, but not limited to, 11 U.S.C. Section 362, and the
Secured Party shall not be obligated to satisfy those requirements in order to
obtain relief from any stay, restraining order or injunction. The Secured Party
shall also be entitled to automatically and immediately exercise its rights to
set off and apply, directly or through any of the Motorola Parties, any and all
deposits (whether general or special, time or demand, provisional or final, or
otherwise) and other assets and properties at any time held in the possession,
custody or control of the Secured Party or any of the Motorola Parties, and any
indebtedness at any time owing by the Secured Party or any of the Motorola
Parties, to or for the credit, account or benefit of any of the Foreign
Subsidiaries, against any and all of the Foreign Subsidiary Obligations.

            (b) The Debtor hereby warrants and represents that, by executing and
delivering this Agreement or any other document contemplated herein, or by
entering into any of the other transactions referred to in this Agreement or in
any of the other Brightstar Documents to which any of the Foreign Subsidiaries
is a party, none of the Foreign Subsidiaries intends to hinder, delay or defraud
any person or entity to whom any of the Foreign Subsidiaries is indebted or
shall become indebted. The consideration the Foreign Subsidiaries have received
or shall receive in connection with their execution of the Brightstar Documents
to which any of the Foreign Subsidiaries is a party consists of the continuation
of the extended payment terms, and other accommodations as set forth therein,
for so long as the Foreign Subsidiaries shall perform and observe the terms and
conditions of the Brightstar Documents to which any of the Foreign Subsidiaries
is a party. The foregoing consideration is valid, fair and substantial.

            (c) To the best knowledge of the Debtor, there are no present or
threatened claims or litigation which affect or might affect the Collateral, or
any interest therein, including without limitation, any claims, liens or
encumbrances with respect to such property.

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            (d) The Debtor hereby represents and warrants that neither it nor
(to its knowledge) any of the other Foreign Subsidiaries has any intent: (i) to
file a voluntary petition under any chapter of the Bankruptcy Code or in any
manner to seek relief, protection, reorganization, liquidation, dissolution or
similar relief for debtors under any local, state, federal or other insolvency
laws or laws providing for relief of debtors, or in equity, either at the
present time, or at any time hereafter unless otherwise agreed by the parties;
or (ii) directly or indirectly to cause an involuntary petition under any
chapter of the Bankruptcy Code to be filed against any of the Foreign
Subsidiaries, or directly or indirectly, to cause any of the Foreign
Subsidiaries to become the subject of any proceedings pursuant to any local,
state, federal or other insolvency laws, or laws providing for relief of
debtors, or in equity, either at the present time, or at any time hereafter; or
(iii) directly or indirectly to cause the Collateral or any portion thereof or
any interest of any of the Foreign Subsidiaries therein to become the property
of any debtor's estate administered pursuant to the provisions of the Bankruptcy
Code or the subject of any local, state, federal or other bankruptcy,
dissolution, liquidation or insolvency proceedings, either at the present time
or at any time hereafter. The Debtor (for itself and on behalf of each of the
other Foreign Subsidiaries) acknowledges therefore that the filing of any such
petition or the seeking of any such relief by any of the Foreign Subsidiaries,
whether directly or indirectly, within 360 days from the date hereof, would be
in bad faith by such Foreign Subsidiaries, and solely for purposes of delaying,
inhibiting or otherwise impeding the exercise by the Secured Party of its rights
and remedies against such Foreign Subsidiaries and against the Collateral
pursuant to the Brightstar Documents to which any of the Foreign Subsidiaries is
a party or in equity, and would constitute a bad faith filing.

            (e) Each of the Foreign Subsidiaries is solvent and the transactions
contemplated in this Agreement and the other Brightstar Documents to which any
of the Foreign Subsidiaries is a party shall not result in any of the Foreign
Subsidiaries becoming insolvent.

            (f) The Debtor (for itself and on behalf of each of the other
Foreign Subsidiaries) further agrees that to the extent the Secured Party or any
of the Motorola Parties has received, or will receive, by virtue of the
Brightstar Documents to which any of the Foreign Subsidiaries is a party,
"transfers" or "preferences" as such terms are defined by the Bankruptcy Code,
the Secured Party or such Motorola Party has given new value and reasonably
equivalent value contemporaneously in exchange for such transfers and such
transfers have not rendered any of the Foreign Subsidiaries insolvent. To the
extent that the Secured Party or any of the Motorola Parties has received or
will receive by virtue of the Brightstar Documents to which any of the Foreign
Subsidiaries is a party, "transfers" or "preferences", it is hereby agreed that
the Secured Party or such Motorola Party will not have received more than it
would if any of the Foreign Subsidiaries commenced proceedings under Chapter 7
of the Bankruptcy Code.

            (g) Insofar as any Motorola Party shall continue to ship inventory
to any of the Foreign Subsidiaries, any and all payments made by any of the
Foreign Subsidiaries to the Secured Party or any Motorola Party pursuant to the
Brightstar Documents to which any of the Foreign Subsidiaries is a party shall
be construed as payments of a debt incurred by the Foreign Subsidiaries in the
ordinary course of business or financial affairs of the Foreign Subsidiaries,
the Secured Party and the Motorola Parties, in fact made in the ordinary course
of business or financial affairs of the Foreign Subsidiaries, the Secured Party
and the Motorola Parties, and made according to ordinary business terms
consistent with the Brightstar Documents to which

               Security Agreement (Foreign Subsidiaries) - Page 9

<PAGE>

any of the Foreign Subsidiaries is a party. Upon information and belief, by
entering into the Brightstar Documents to which any of the Foreign Subsidiaries
is a party, the parties hereto believe neither the Secured Party nor any of the
Motorola Parties is receiving voidable preferences as defined in 11 U.S.C.
Sections 547 and 549.

            (h) Notwithstanding the provisions of the preceding paragraphs, in
the event any payments made by any of the Foreign Subsidiaries to the Secured
Party or any of the Motorola Parties, directly or indirectly, or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, voided, and/or required to be repaid to a trustee, receiver or any
other party appointed under the Bankruptcy Code, state or federal law, common
law or equitable cause, the Foreign Subsidiary Obligations or part thereof
intended to be satisfied shall be reinstated or shall continue to be effective,
as the case may be, and shall remain fully enforceable pursuant to the
Brightstar Documents to which any of the Foreign Subsidiaries is a party and
applicable law to the extent that such payments or transfers are voided, set
aside or required to be disgorged.

            (i) In the event a voluntary or involuntary proceeding under the
Bankruptcy Code or applicable state law is commenced by or against any of the
Foreign Subsidiaries, the Debtor (for itself and on behalf of each of the other
Foreign Subsidiaries) agrees that the Secured Party and the Motorola Parties
shall have an allowed secured claim against such Foreign Subsidiary in the
amount of the Foreign Subsidiary Obligations as of the date of the commencement
of such proceeding, secured by a valid, perfected lien encumbering all of the
Collateral.

            (j) The Debtor (for itself and on behalf of each of the other
Foreign Subsidiaries) acknowledges and agrees that none of the Foreign
Subsidiaries has either legal nor equitable title or interest in any of the
accounts established by the Debtor pursuant to this Agreement or any of the
other Brightstar Documents to which any of the Foreign Subsidiaries is a party
(collectively, the "Accounts") or the monies, securities or other assets
deposited therein and further that the Accounts and the monies, securities and
other assets deposited therein shall not be deemed property of the estate of any
of the Foreign Subsidiaries pursuant to 11 U.S.C. Section 541, or property of an
insolvency estate pursuant to any other applicable state or federal statutes in
the event that an insolvency proceeding is voluntarily or involuntarily
commenced with respect to any of the Foreign Subsidiaries. Similarly, the Debtor
(for itself and on behalf of each of the other Foreign Subsidiaries)
acknowledges and agrees that any payments made by any account debtor of any of
the Foreign Subsidiaries, whether domestic or foreign, directly to the Secured
Party pursuant to the Brightstar Documents to which any of the Foreign
Subsidiaries is a party shall not be deemed property of the Bankruptcy estate of
any of the Foreign Subsidiaries pursuant to 11 U.S.C. Section 541 or property of
an insolvency estate pursuant to any other applicable state or federal statutes.
The Secured Party shall be immediately entitled to continue to receive payments
due and owing under the Brightstar Documents to which any of the Foreign
Subsidiaries is a party from the account debtors of any of the Foreign
Subsidiaries.

            (k) The foregoing Bankruptcy provisions collectively constitute a
material inducement for the Secured Party to enter into this Agreement.

      28. 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

               Security Agreement (Foreign Subsidiaries) - Page 10

<PAGE>

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 the Secured Party 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 Debtor to:             [Specify the particular Debtor(s)]
                                             c/o Brightstar Corp.
                                             2010 N. W. 84th Avenue
                                             Miami, Florida 33122
                                             Attn: Raul M. Claure

            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.

      29. Miscellaneous. (i) Amendments and Waivers. No waivers, amendments or
modifications of any provision of this Agreement shall be valid unless in
writing and signed by an officer of the Secured Party. No waiver by the Secured
Party of any Default shall operate as a waiver of any other Default or of the
same Default on a future occasion. Neither the failure of, nor any delay by, the
Secured Party in exercising any right, power or privilege granted pursuant to
this Agreement shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any other right,
power or privilege. (ii) Assignment. All rights of the Secured Party hereunder
are freely assignable, in whole or in part, and shall inure to the benefit of
and be enforceable by the Secured Party, its successors, assigns and affiliates.
The Debtor shall not assign its rights and interest hereunder without the prior
written consent of the Secured Party, and any attempt by the Debtor to assign
without the Secured Party's prior written consent is null and void. Any
assignment shall not release the Debtor from the Foreign Subsidiary Obligations.
This Agreement shall be binding upon the Debtor, and its successors and assigns.
(iii) Applicable Law. This Agreement shall be governed by and construed under
the law of the State of Florida without regard to that State's conflict of laws
principles. (iv) Severability. If any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective but only to the extent of such

               Security Agreement (Foreign Subsidiaries) - Page 11

<PAGE>

prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. (v) Captions. The captions
contained herein are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or any provision hereof. The use of
the plural shall also mean the singular, and vice versa. (vi) Binding Contract.
The Debtor by execution and the Secured Party by acceptance of this Agreement,
agree that each party is bound by all terms and provisions of this Agreement.
(vii) Construction This document shall be construed without regard to any
presumption or rule requiring construction against the party causing such
document or any portion thereof to be drafted. (viii) Execution and Delivery.
This Agreement may be validly executed and delivered by fax or other electronic
transmission.

      30. WAIVER OF JURY TRIAL. THE DEBTOR AND THE SECURED PARTY 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 AGREEMENT OR ANY OTHER AGREEMENT BETWEEN 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 DEBTOR AND THE SECURED PARTY 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 DEBTOR NOR THE SECURED
PARTY 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
DEBTOR NOR THE SECURED PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH
A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS
NOT BEEN OR CANNOT BE WAIVED.

      31. Waiver of Plea of Jurisdictions or Venue. Because the Debtor and the
Secured Party each have a significant interest in consistent interpretation of
this Agreement, the Debtor designates Miami, Florida as the sole forum for
resolution of any dispute arising hereunder. The Debtor 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 this Agreement by the Secured Party to be instituted and
prosecuted in either the Circuit Court of Miami-Dade County, Florida, or in the
United States District Court for the Southern District of Florida, at the
election of the Secured Party. The Debtor 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.

                          [Signature page(s) to follow]

               Security Agreement (Foreign Subsidiaries) - Page 12

<PAGE>

      IN WITNESS WHEREOF, the Debtor has executed and delivered this Agreement
to Motorola as of the date written above.

                                           BRIGHTSTAR DE ARGENTINA, S.A.

                                           BY: /s/ Marcelo Claure
                                               ______________________________
                                           NAME:_____________________________
                                           TITLE:____________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              [ILLEGIBLE]
                                              [ILLEGIBLE] [ILLEGIBLE]
                                              [ILLEGIBLE]
                                              ARGENTINA

                                           BRIGHTSTAR CORP.

                                           BY:  /s/ Marcelo Claure
                                               ______________________________
                                           NAME: ____________________________
                                           TITLE: ___________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              2010 N.W. 84th Avenue
                                              Miami, Florida, 33122

                                           BRIGHTSTAR CORP. CHILE, LTDA.

                                           BY:  /s/ Marcelo Claure
                                                _____________________________
                                           NAME: ____________________________
                                           TITLE: ___________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              Americo Vespucio 2296
                                              Centro de Empresas ElCortijo
                                              Conchali - Santiago. CHILE

               Security Agreement (Foreign Subsidiaries) - Page 13

<PAGE>

                                           BRIGHTSTAR DOMINICANA, S.A.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              Av Las Palmas #64. Las Caobas
                                              Santo Domingo
                                              REPUBLICA DOMINICANA

                                           BRIGHTSTAR ECUADOR LTDA.

                                           BY: /s/ Marcelo Claure
                                              _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              Panamericana Norte Km 5.5
                                              Complejo Parque Nor. Bodega 120
                                              Quito - ECUADOR

                                           BRIGHTSTAR EL SALVADOR S.A. DE C.V.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              67 A.V. Sur #212. Col. Roma
                                              San Salvador - EL SALVADOR

                                           BRIGHTSTAR GUATEMALA, C.A.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                             NONE
                                           CHIEF EXECUTIVE OFFICE:

                                             20 Calle 24-60. Zona 10 - Bodega 10
                                             Ofibodegas Pradera, GUATEMALA

               Security Agreement (Foreign Subsidiaries) - Page 14

<PAGE>

                                           BRIGHTSTAR DE MEXICO, S.A. DE C.V.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              Av Industria No.10
                                              Col. Pueblo de los Reyes
                                              C.P. 54090 Tlalnepantla
                                              MEXICO

                                           BRIGHTSTAR DE PARAGUAY, S.R.L.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              Tajy y Mencia Sanabria. Bo
                                              Panambi Reta
                                              Asuncion. PARAGUAY

                                           BRIGHTSTAR PERU, S.R.L.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              Av. Fco. Alayza y Paz Soldan #1145
                                              Urb. Santa Curz - Miraflores
                                              Lima - PERU

                                           BRIGHTSTAR PUERTO RICO, INC.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:

                                              Carr. 189 Km. 2.6 Sector Mano
                                              Manca. Caguas - PUERTO RICO

               Security Agreement (Foreign Subsidiaries) - Page 15

<PAGE>

                                           BRIGHTSTAR URUGUAY, S.A.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE

                                           CHIEF EXECUTIVE OFFICE:
                                              2010 N.W. 84th Avenue
                                              Miami, Florida 33122

                                           BRIGHTSTAR DE VENEZUELA C. A.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE

                                           CHIEF EXECUTIVE OFFICE:
                                              Final Calle Vargas
                                              Edf. Centro Berimer, Torre Este
                                              Piso 3, Of #A2-A3. Boleita Norte
                                              Caracas - VENEZUELA

                                           BRIGHTSTAR PROVEEDOR DE SOLUCIONES
                                           TECNOLOGICAS S.A.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE
                                           CHIEF EXECUTIVE OFFICE:
                                              Av Enrique Finot #190 esq
                                              Calle 5 Oeste, Equipetrol
                                              Santa Cruz, BOLIVA

               Security Agreement (Foreign Subsidiaries) - Page 16

<PAGE>

                                           SOLUCIONES INTELIGENTES PARA EL
                                           MERCADO MOVIL, S.A. DE C.V.

                                           BY: /s/ Marcelo Claure
                                               _________________________________
                                           NAME: _______________________________
                                           TITLE: ______________________________

                                           ORGANIZATIONAL IDENTIFICATION NUMBER:
                                              NONE

                                           CHIEF EXECUTIVE OFFICE:
                                              Av Presidente Juarez No. 8 Bis
                                              Col. Puente de Vigas
                                              CP 54090 - Tlalnepantla
                                              Estado de MEXICO

               Security Agreement (Foreign Subsidiaries) - Page 17

<PAGE>

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this____________________________ day of April, 2004 by R. Marcelo Clause, who in
his/her capacity as President of BRIGHTSTAR DE ARGENTINA, S.A., a entity
organized under the laws of Argentina, and who is personally known to me or has
produced____________________________________________________________as
identification.

                                                       [SEAL]
                                                        NOTARY PUBLIC
                                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this_____________________________ day of April, 2004 by R. Marcelo Clause, who
in his/her capacity as President of BRIGHTSTAR DO BRASIL, LTDA., a entity
organized under the laws of Brazil, and who is personally known to me or has
produced___________________________________________________________as
identification.

                                                       [SEAL]
                                                        NOTARY PUBLIC
                                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this_____________________________ day of April, 2004 by R. Marcelo Clause, who
in his/her capacity as President of BRIGHTSTAR CORP. CHILE, LTDA., a entity
organized under the laws of Chile, and who is personally known to me or has
produced___________________________________________________________as
identification.

                                                       [SEAL]
                                                        NOTARY PUBLIC
                                                        NAME OF NOTARY PRINTED:

      My commission expiries:

               Security Agreement (Foreign Subsidiaries) - Page 18

<PAGE>

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this_____________________________ day of April, 2004 by R. Marcelo Clause, who
in his/her capacity as President of BRIGHTSTAR DOMINICANA, S.A., a entity
organized under the laws of Dominican Republic, and who is personally known to
me or has
produced_________________________________________________________________ as
identification.

                                                       [SEAL]
                                                        NOTARY PUBLIC
                                                        NAME OF NOTARY PRINTED :

         My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this_____________________________ day of April, 2004 by R. Marcelo Clause, who
in his/her capacity as President of BRIGHTSTAR ECUADOR, LTDA., a entity
organized under the laws of Ecuador, and who is personally known to me or has
produced___________________________________________________________as
identification.

                                                       [SEAL]
                                                        NOTARY PUBLIC
                                                        NAME OF NOTARY PRINTED :

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
______ day of April, 2004 by R. Marcelo Clause, who in his/her capacity as
President of BRIGHTSTAR EL SALVADOR S.A. DE C.V., a entity organized under the
laws of El Salvador, and who is personally known to me or has
produced______________________________________________ as identification.

                                                       [SEAL]
                                                        NOTARY PUBLIC
                                                        NAME OF NOTARY PRINTED :

      My commission expiries:

               Security Agreement (Foreign Subsidiaries) - Page 19

<PAGE>

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this____________________________ day of April, 2004 by R. Marcelo Claure, who in
his/her capacity as President of BRIGHTSTAR GUATEMALA, C.A., a entity organized
under the laws of Guatemala, and who is personally known to me or has produced
________________________________________________________as identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this____________________________ day of April, 2004 by R. Marcelo Claure, who in
his/her capacity as President of BRIGHTSTAR DE MEXICO S.A. DE C.V., a entity
organized under the laws of Mexico, and who is personally known to me or has
produced_____________________________________________________________as
identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this_____________________________ day of April, 2004 by R. Marcelo Claure, who
in his/her capacity as President of BRIGHTSTAR DE PARAGUAY, S.R.L., a entity
organized under the laws of Paraguay, and who is personally known to me or has
produced_____________________________________________________________as
identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

               Security Agreement (Foreign Subsidiaries) - Page 20

<PAGE>

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this____________________________ day of April, 2004 by R. Marcelo Claure, who in
his/her capacity as President of BRIGHTSTAR PERU, S.R.L., a entity organized
under the laws of Peru, and who is personally known to me or has produced
_____________________________________________________________as identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this_____________________________ day of April, 2004 by R. Marcelo Claure, who
in his/her capacity as President of BRIGHTSTAR PUERTO RICO, INC., a entity
organized under the laws of the Commonwealth of Puerto Rico, and who is
personally known to me or has produced_______________________________________ as
identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this____________________________ day of April, 2004 by R. Marcelo Claure, who in
his/her capacity as President of BRIGHTSTAR URUGUAY, S.A., a entity organized
under the laws of Uruguay, and who is personally known to me or has produced
___________________________________________________________as identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

               Security Agreement (Foreign Subsidiaries) - Page 21

<PAGE>

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this_____________________________ day of April, 2004 by R. Marcelo Claure, who
in his/her capacity as President of BRIGHTSTAR DE VENEZUELA C.A., a entity
organized under the laws of Venezuela, and who is personally known to me or has
produced____________________________________________________________as
identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me
this_____________________________ day of April, 2004 by R. Marcelo Claure, who
in his/her capacity as President of BRIGHTSTAR PROVEEDOR DE SOLUCIONES
TECNOLOGICAS S.A., a entity organized under the laws of Bolivia, and who is
personally known to me or has produced____________________________________
___________________________as identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
_________________________________ day of April, 2004 by R. Marcelo Claure, who
in his/her capacity as President of SOLUCIONES INTELIGENTES PARA EL MERCADO
MOVIL, S.A. DE C.V., a entity organized under the laws of Mexico, and who is
personally known to me or has produced ____________________________ as
identification.

                                                       [CLAYTON E. PARKER SEAL]
                                                       NOTARY PUBLIC
                                                       NAME OF NOTARY PRINTED :

      My commission expiries:

               Security Agreement (Foreign Subsidiaries) - Page 22