<PAGE>
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 10.1

                   AMENDED AND RESTATED DISTRIBUTION AGREEMENT

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the "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 789 International
Parkway, Sunrise, FL 33325 (hereinafter "Motorola"), and BRIGHTSTAR CORP. a
corporation duly organized and existing under the laws of the State of Delaware,
having its principal place of business at 2010 N.W. 84th Ave., Miami. FL 33122
(hereinafter "Master Services Distributor" or "MSD"), effective as of October 9,
2003 ("Effective Date").

WHEREAS, the parties hereto are party to that certain Distribution Agreement,
dated June 1, 2000 (the "Original Distribution Agreement");

WHEREAS, the parties desire and have determined it to be in their best interest
to amend and restate the Original Distribution Agreement, in its entirety, with
this Agreement;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
agree to amend and restate the Original Distribution Agreement as follows:

0.    DEFINITIONS.

      a.    "Distributor Managed Account" means a customer account managed by
            MSD where MSD deals directly with such customer account and MSD is
            responsible for negotiating all key terms including pricing and
            services.

      b.    "Motorola Managed Account" means a customer account supported by MSD
            where Motorola deals directly with such customer account [***].

      c.    "Assigned Account" means an account where MSD is the designated
            distributor responsible for the sale of Products and services.

      d.    "Jointly Serviced Account" means an account that is serviced by more
            than one distributor for the sale of Products and services.

      e.    "Products" means cellular telephones manufactured by Motorola

      f.    "Purchasing Agent Agreement Accounts (PAAC)" means an account on
            which MSD is authorized by customer to act as its purchasing agent.

1.    APPOINTMENT AS MASTER SERVICES DISTRIBUTOR

      a.    Subject to the terms of this Agreement, Motorola hereby appoints
            Distributor as a "Master Services Distributor," of Products and
            Distributor hereby accepts the appointment, as an authorized
            non-exclusive distributor of Motorola Products, as specified in
            Attachment 1. Master Services 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 or destined for further distribution and use in
            Mexico, Central America, South America, and the Caribbean, as
            specified in Attachment 2 (hereinafter the "Territory"). Distributor
            may not purchase Products from any company, person, or entity other
            than Motorola, unless specifically authorized by Motorola in writing
            to make such purchases. Motorola may, from time to time, at its sole
            and absolute discretion (i) restrict the type of Products
            Distributor is

                       MOTOROLA CONFIDENTIAL PROPRIETARY

                                       2
<PAGE>
                 [***] Denotes Confidential Treatment Requested


            authorized to sell if such Products differentiate in such a way that
            require a unique channel of distribution that is not being served by
            MSD; or (ii) restrict the customers to whom Distributor is
            authorized to sell Products, as provided in this Agreement and
            subject to the provisions of attachment 5 Section 2a or (iii)
            restrict the Territory, as provided in this Agreement and subject to
            the provisions of attachment 5 Section 2a If notwithstanding the
            restriction of Products MSD meets the criteria to distribute such
            restricted Products, Motorola shall compensate MSD as provided in
            Section 2b of the Attachment 5. In the event of Product restrictions
            Motorola shall notify MSD with prior ninety (90) days notice.

      b.    Distributor acknowledges and agrees that Motorola reserves the right
            to limit distribution of Motorola Products to distributors who
            satisfy Motorola's qualification criteria for distribution of such
            product lines. Master Services Distributor hereby consents to the
            application of such criteria to its distribution of Products
            purchased in connection with this Agreement. Master Services
            Distributor shall incorporate this limitation into all of its
            agreements for the resale of Products purchased hereunder.

      c.    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, choose 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 and/or sell
            the Products within the Territory. [***]

      d.    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 at
            Motorola's sole discretion. Motorola will notify Distributor in
            writing of such restrictions from time to time and Distributor
            agrees to limit its distribution of such models accordingly.
            Distributor shall incorporate this limitation into all of its
            agreements for the resale of Products purchased hereunder.

      e.    Distributor acknowledges and agrees that there will be certain
            accounts that are reserved to Motorola, the Motorola Managed
            Accounts, [***], pursuant to which Motorola
            will deal directly with the customer [***].

2.    TERM OF THIS AGREEMENT

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

3. PARTY RELATIONSHIP

It is agreed that Master Services 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 Master Services Distributor (or its employees, distributors, resellers
or agents) employees of Motorola,

                       MOTOROLA CONFIDENTIAL PROPRIETARY

                                       3
<PAGE>
                 [***] Denotes Confidential Treatment Requested


or agents with the power to bind Motorola contractually. Master Services
Distributor, its employees, distributors, resellers and agents shall have no
authority to bind, obligate or incur any liability on behalf of Motorola. This
Agreement does not create any agency, joint venture, partnership, or franchise
between Master Services Distributor and Motorola. Master Services Distributor
shall incorporate this Section 3 into all of Master Services Distributor's
agreements for agency or resale of Products purchased hereunder and Master
Services Distributor shall enforce this clause.

4.    MASTER SERVICES DISTRIBUTOR RESPONSIBILITIES

In distributing Products, Master Services Distributor shall:

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

      b.    MSD will maintain a greater-than [***] market share of quarterly Net
            Sales After Discount of Distributor's sales of new Motorola handsets
            in the Assigned Accounts in each of the following three regions: (1)
            Mexico, (2) LAS (Argentina and Chile), (3) LAN (Venezuela; Central
            America and Caribbean; Rest of South America - Bolivia, Colombia,
            Ecuador, Paraguay, Peru, Uruguay). The [***] share shall be
            calculated by region as follows:

            (X-H-G-E)/(X-H-E)* 100%

            Where:
            [***]

            b.l. If PAAC purchases are above [***] of the applicable region's
            TAM, then Motorola reserves the right to reassign the PAAC customers
            or customers within that region with the following options: (i) Give
            MSD ninety (90) days notice or (ii) Immediate reasignment of the
            PAAC account and buy back all of MSD inventory at MSD's cost for
            that specific PAAC account;

            MSD performance hereunder will not be contingent upon Motorola's
            product mix. MSD will provide NSAD sales reports 15 days after the
            end of each month. For Motorola NSAD sales such report must include
            carrier, model, invoice price and a dollar value for X, H, G and E
            as identified in Section 4bl. MSD will provide audited quarterly
            reports thirty (30) days after the end of each quarter, certifying
            the values above mentioned. Motorola will reimburse MSD for the
            costs for the audit unless such audit cannot be completed for causes
            attributable to MSD. The audit shall be conducted by an independent
            auditor proposed by MSD and approved by Motorola.

      c.    Use best efforts to increase Motorola market share at those accounts
            where Master Services Distributor is a purchasing Agent.

      d.    Maintain a sales organization, including on-site field
            representatives, which in both parties determination is sufficient
            to effectively promote and market the Products. Effectiveness will
            be measured via top box feedback in customer satisfaction surveys
            and other methods as determined by solely Motorola.

      e.    Maintain a technical support organization, which in both parties
            determination is sufficient to effectively support the needs of the
            Assigned Accounts.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       4
<PAGE>
                 [***] Denotes Confidential Treatment Requested


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

      g.    Furnish to Motorola information relating to orders, sales, service,
            inventory levels, and Product sales forecasts in such manner as
            Motorola may require. This includes providing all Distributor
            Managed Account proposals to the local Account Manager prior to
            providing it to the Distributor Managed Account.

      h.    Furnish Motorola, upon Motorola's request, detailed market analyses
            and reports with respect to the Products in the Territory.

      i.    Keep accurate records of the identities, activities and contact
            information of all sub-agents and sub-distributors for Motorola
            products and disclose these records to Motorola, upon Motorola's
            request.

      j.    Meet mutually agreed Net Sales After Discount for all Distributor
            Managed Accounts.

      k.    MSD shall comply with the Collaborative Planning Forecasting and
            Replenishment process ("CPFR") as defined by the Voluntary
            Inter-Industry Commerce Standards Committee and agrees to maintain
            sufficient Product inventory to fill Motorola Managed Accounts and
            Distributor Managed Accounts in a timely manner.

      l.    In the event MSD fails to comply with this Section 4 of this
            Agreement, the following shall apply: (i) when notified by Motorola
            in writing of failure to comply, MSD shall submit to Motorola a
            corrective action plan listing the measures to be undertaken by MSD
            to remedy the noncompliance issues together with specific correction
            measures to be reached. MSD shall submit such plan within thirty
            days of Motorola's request for such plan; (ii) the corrective action
            plan together with the specific correction measures to be reached by
            MSD shall be subject to approval by Motorola. If within the agreed
            period for the corrective action plan, MSD has not performed
            according to the action plan, Motorola shall review the actions
            taken by MSD to improve performance and will request MSD to
            establish a revised corrective action plan for the following
            quarter. If at the end of this second corrective action period,
            Motorola deems the progress of Distributor to be unsatisfactory in
            performance, Motorola reserves the right to terminate the Agreement
            immediately and without liability.

      5.    CREDIT LINE

      a.    Motorola agrees to provide MSD 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. MSD agrees to
            comply with all terms of any credit line extended by Motorola.

      b.    If Motorola determines that MSD'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 MSD
            endorse, or cause one or more of MSD's subsidiaries to endorse,
            customer receivables for Products to Motorola and/or one or more of
            its affiliates (subject to MSD 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.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       5
<PAGE>
                 [***] Denotes Confidential Treatment Requested

      d.    If Motorola deems MSD'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
            MSD to pay cash with order, and/or (iii) delay any further shipment
            of Products to MSD.

6. PURCHASE OF PRODUCTS.

      a.    Under the terms and conditions of this Agreement, Master Services
            Distributor agrees to purchase Products to be resold in the
            Territory. Master Services 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 Master Services 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 Master Services Distributor's purchase orders shall
            conform to Motorola's then current price list for Distributor
            Managed Accounts, or deal prices negotiated by Motorola for Motorola
            Managed Accounts, as specified in Section 9, Paragraphs a and b.

      c.    Motorola reserves the right in its sole discretion to accept or
            reject any order for Products received from Master Services
            Distributor without any further liability, including without
            limitation for the failure of Master Services 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, whichever occurs
            first. Motorola will have no obligation to confirm the validity of
            any purchase order placed or the authority of the person placing the
            purchase order.

      d.    Master Services Distributor shall provide Motorola on a monthly
            basis, no less than [***] the start of the following month, a
            continuous usage forecast for the following [***] (the 'Forecast")
            for Distributor Managed Accounts to assist Motorola in maintaining
            an orderly production flow for the purpose of Master Services
            Distributor's delivery requirements. Master Services Distributor
            shall indicate the Product model number and projected volume by
            units for each month of the Forecast. Master Services 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 book the [***] of the
            forecast in advance, and participate in the CPFR process. The
            parties shall jointly develop CPFR standards and guidelines to
            increase efficiencies in supply chain management, inventory
            management, manufacturing capacity, materials reservation,
            replenishment and sales forecasting.

      e.    Master Services Distributor shall submit firm purchase orders for
            Products no less than [***] the requested shipment date, unless
            otherwise agreed to by Motorola. Motorola agrees that Master
            Services Distributor may adjust model quantities on any purchase
            order no less than [***] shipment, as long as the total dollar
            amount of the corresponding purchase order is not lower than the
            original purchase order submitted. For Motorola Managed Accounts,
            Master Services Distributor agrees to accept invoiced orders as
            early as [***] customer requested ship date ("CRSD") or [***] CRSD,
            without changes in terms and conditions. MSD has the right to cancel
            a purchase order if Motorola fails to ship the Products after [***]
            of the CRSD.

      f.    Master Services Distributor agrees to comply with any minimum
            purchase amounts as required by Motorola. Motorola may modify these
            amounts from time to time, at its sole discretion, by notifying
            Master Services Distributor in writing. The minimum purchase amount
            for cellular phones is [***] per lot, with the exception of [***]
            orders into [***]. Master Services Distributor agrees that any
            purchase orders submitted to comply with any minimum purchase
            amounts shall be non-cancelable within [***] of ship scheduled date.

7. PAYMENT AND DELIVERY

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       6
<PAGE>

                 [***] Denotes Confidential Treatment Requested

      a.    Unless otherwise approved in writing by Motorola, Master Services
            Distributor must remit payment for Products within [***] of the date
            of the invoice, in U.S. currency by wire transfer, to any of the
            Motorola bank accounts listed below:

            Bank One                           Citibank
            One First National Plaza           399 Park Avenue
            Chicago, IL 60670                  New York, NY 10022
            Motorola Account Number [***]      Motorola Account Number [***]
            ABA [***]                          ABA [***]


            With respect to Motorola Managed Accounts, Master Services
            Distributor's payment terms shall be equal with the terms Motorola
            has agreed with the Motorola Managed Account. Master Services
            Distributor's payments for Motorola's Managed Accounts shall not be
            contingent nor dependent in any way to (i) Master Services
            Distributor's accounts receivable or (ii) late payment on the part
            of the Motorola Managed Account.

      b.    Deliveries from [***] are [***] as defined in INCOTERMS 2000. All
            other deliveries are [***] the designated manufacturing or
            distribution facility from which Products are shipped, as defined in
            INCOTERMS 2000. Title to the Products and risk of loss shall pass to
            Master Services Distributor at the designated manufacturing or
            distribution facility. All costs associated with shipment, freight,
            and insurance of the Products while in transit, shall be the sole
            responsibility of Master Services Distributor.

      c.    In the case MSD should fail to pay any non disputed invoices
            Motorola will proceed as follows:

            c.l.  Motorola will immediately notify MSD and.

            c.2.  MSD shall respond in writing within 24 hours after such
                  notification is made regarding payment status.

            c.3.  MSD shall pay within 2 business days from original
                  notification as provided in c.1.

            c.4.  If MSD does not pay within 2 business days Motorola may:

                  (i)   Place MSD on Credit Hold until payment is received
                        and/or

                  (ii)  Delay any further shipment of products to MSD and/or

                  (iii) Cancel any previously accepted purchase order for
                        products and/or

                  (iv)  Immediately terminate the Agreement.

            c.5 In the event that the amount of any non-disputed unpaid invoice
            or invoices (individually or in the aggregate) accepted by Motorola
            exceed an amount which Motorola reasonably believes under standard
            credit industry criteria would call into question MSD's
            creditworthiness, Motorola may notify GE Capital and/or Ocean Bank
            of an Event of Default as defined under Motorola's Intercreditor
            Agreements with GE Capital and Ocean Bank, terminate this Agreement
            and, subject to the Intercreditor Agreements, accelerate the
            maturity of MSD's obligations to Motorola, repossess the unpaid
            products and exercise any and all other rights and remedies to which
            it is entitled under this Agreement or any other agreement with MSD,
            or at law or in equity.

      d.    MSD shall immediately notify Motorola of a payment dispute. Motorola
            has [***] to validate the dispute and in order for MSD to
            discount the disputed invoices from the weekly payment, MSD shall
            notify Motorola at least nine (9) days before the payment becomes
            due.

            In the case the dispute is not valid MSD shall pay in the day the
            payment becomes due.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       7
<PAGE>

                 [***] Denotes Confidential Treatment Requested

            In the case the dispute is valid Motorola and MSD will agree on an
            action plan to resolve the dispute.

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

8.    INVENTORY REPORTING

Master Services Distributor shall furnish Motorola with accurate weekly reports
of Master Services Distributor's inventory and monthly sell-through of Products,
by model, and the identities of customers to whom Master Services Distributor
sold the Products. In addition, Master Service Distributor shall furnish
Motorola with accurate reports of Master Services Distributor's subsidiaries
inventory. Distributor will deliver such weekly and monthly reports on the dates
as provided in Attachment 7. Motorola and Master Services Distributor will meet
on a regular basis to review Master Services Distributor's inventory of
Products, including any Products that may be overstocked or slow moving, and
Master Services Distributor's marketing and sales plan to move such products.

9.    PRICE PROTECTION

      a.    During the term of this Agreement for Products intended for sale to
            Motorola Managed Accounts, if Motorola reduces the price of a
            particular model of Product, then Motorola will [***] communicate
            the price changes to MSD within [***] of Motorola's approval of the
            new pricing to the account [***].

      b.    During the term of this Agreement, for Products intended for sale to
            Distributor Managed Accounts, if Motorola reduces the price of a
            particular model of Product , then Motorola will credit Master
            Services Distributor's account an amount equal to [***].

      c.    Motorola will audit Master Services Distributor, for purposes of
            verifying inventory levels that may be subject to price protection.
            Such audits shall occur during regular business hours as follows:
            (i) For Motorola Managed Accounts such audit will occur within 48
            hours of the new price effective date and; (ii) for the Distributor
            Managed Accounts such audit shall occur as provided in Attachment 7.

      d.    Motorola will release the MSD Price List for Distributor Managed
            Accounts on the Monday [***], as identified in Attachment 7.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       8
<PAGE>

                 [***] Denotes Confidential Treatment Requested

10.   PRIVATE LABEL RESTRICTION

Master Services Distributor understands that Motorola will be investing a
tremendous amount of time, resources, money and know how in MSD in helping it to
grow its business. Accordingly, MSD agrees to limit itself, and its subsidiaries
and affiliates to distributing third-party manufactured products in the
Territory and any other territory in which MSD, its subsidiaries or affiliates
is a distributor of Motorola handsets. In the event, MSD, its subsidiaries or
affiliates elects to develop a competitive product to the Products and/or
distribute any competitive product to the Products that is labeled or branded by
MSD, outside the Territory or any territory in which MSD or its subsidiaries or
affiliates distributes Motorola handsets, during the term of this Agreement or
any renewal term, Motorola reserves the right to terminate the Agreement.

11.   NO TRANSSHIPMENT

      a.    Master Services Distributor agrees to limit its distribution of the
            Products purchased hereunder to direct sale by Master Services
            Distributor destined to customers located in the Territory.

      b.    Master Services Distributor may not transship, sell or otherwise
            transfer Products purchased hereunder outside the Territory. Master
            Services Distributor shall incorporate this limitation into all of
            its agreements for the resale of Products purchased hereunder and
            Master Services Distributor shall enforce this restriction.

      b.    Sales within the Territory without transshipment is a material
            condition to Master Services Distributor's rights under this
            Agreement, and the parties agree that any direct transfer,
            transshipment and/or sale of Products outside the Territory by
            Master Services Distributor shall be a material breach of this
            Agreement and will result in substantial damage to Motorola which
            will be difficult to quantify. Accordingly, the parties agree that
            for every Motorola cellular telephone with an electronic serial
            number traceable to purchases by Master Services Distributor will be
            subject, at Motorola's discretion, to pay Motorola as liquidated
            damages [***]. Furthermore, in the event of any direct transshipment
            Motorola may immediately terminate this Agreement for cause, or
            Motorola may reject some or all purchase orders from Master Services
            Distributor, and/or Motorola may cancel some or all purchase orders
            previously accepted, until Master Services 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.

      c.    Any indirect transfer, transshipment and/or sale of Products outside
            of the Territory by others purchasing through MSD will result in
            MSD's obligation to immediately terminate the commercial
            relationship in connection with the Products between MSD and the
            other party involved in such transaction. If indirect transshipment
            reoccurs with the same MSD customer, then Motorola has the right to
            immediately terminate this Agreement with no liability.

12.   WARRANTY

Motorola warrants each Product only to the original end-user purchasers and/or
licensees, under the limited hardware and/or software warranty (as applicable)
that Motorola ships with such Product MOTOROLA MAKES NO REPRESENTATION OR OTHER
WARRANTY OF ANY OTHER KIND, EXPRESS OR IMPLIED. MOTOROLA SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Master Services Distributor agrees to extend these warranties to its end-user
customers (directly or through agents, distributors or resellers) and to
indemnify, defend and hold Motorola harmless from claims and actions arising
from Master Services Distributor's business or distribution of the Products not
covered by Motorola's warranties. If any Product is defective at time of
delivery to Master Services Distributor, Master Services Distributor's sole
remedy shall be to return the Product to Motorola for replacement or repair, as
determined solely by Motorola, EXCEPT for Products that, in Motorola's sole
discretion, require reprogramming or

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       9
<PAGE>

                 [***] Denotes Confidential Treatment Requested

reflashing. If such replacement or repair is not performed within the [***] by
Motorola, Motorola MSD shall return the product for credit in [***]. MSD agrees
to reprogram and/or reflash such Products that, in Motorola's sole discretion,
require reprogramming or reflashing due to warranty defect. Such reprogramming
or reflashing at Motorola's request will be paid [***] at standard third-party
service rates.

13.   PATENT AND COPYRIGHT INDEMNIFICATION

      a.    Motorola agrees to defend, indemnify, and hold harmless MSD, its
            affiliates, and their respective officers, directors, employees,
            agents, and other representatives from and against any third party
            judgments, losses, damages, liabilities, costs or expenses
            (including, but not limited to, reasonable attorneys' fees and legal
            expenses) against Master Services Distributor based upon a claim
            that any Product furnished hereunder by Motorola directly infringes
            a valid patent or copyright in the Territory, and to pay costs and
            damages finally awarded based upon such claim in any such suit,
            provided that Motorola is: (i) promptly notified by Master Services
            Distributor in writing as soon as reasonably practicable after
            Master Services Distributor first becomes aware of the claim of
            infringement or misappropriation, but in no event later than fifteen
            (15) days from the date on which Master Services Distributor first
            received notice of such claim; 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 Motorola's written consent. If the use or
            sale of any Product furnished under this Agreement is enjoined as a
            result of such suit, Motorola at its sole option and at no expense
            to Master Services Distributor, will: (i) obtain for Master Services
            Distributor the right to use or sell such Products; (ii) substitute
            an equivalent product reasonably acceptable to Master Services
            Distributor and extend this indemnity thereto, or; (iii) accept the
            return of the Products and reimburse Master Services 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 this Agreement.

            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 Master Services
            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; or (iii) designed
            and/or manufactured in accordance with Master Services Distributor's
            designs, specifications, or instructions. In no event shall
            Motorola's liability resulting from its indemnity obligation to
            Master Services Distributor extend in any way to royalties payable
            based on a per use basis, or subscriber revenues derived by Master
            Services Distributor there from, or any royalty basis.

            The indemnity provided in this section is the sole, exclusive, and
            entire liability of Motorola and the remedies provided in this
            section shall be Master Services Distributor's exclusive remedies
            against Motorola for patent or copyright infringement, 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.    NOTWITHSTANDING THE ABOVE INDEMNITY, IN NO EVENT SHALL MOTOROLA BE
            LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM
            INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, TRADEMARKS OR
            COPYRIGHTS.

14.   PRODUCTS LIABILITY INDEMNIFICATION

            Motorola agrees to defend, indemnify, defend, and hold harmless,
            MSD, its affiliates, and their respective officers, directors,
            employees, agents, and other representatives from and against any
            third party judgments, losses, damages, liabilities, costs or
            expenses (including, but not limited to, reasonable attorneys' fees
            and legal expenses) against MSD, which are based upon a claim by a
            third party, that a material defect in any Products famished
            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 suit; provided that Motorola is: (i) notified by MSD in
            writing within 15 days of the date on which MSD first received
            notice of the claim (provided that MSD's failure to timely notify
            Motorola of any such claim shall not excuse Motorola from its
            obligation to

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       10
<PAGE>

                 [***] Denotes Confidential Treatment Requested

            indemnify MDS 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.

            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 MSD or any third party without the express
            written consent of Motorola or without using the software provided
            by Motorola for programming; (ii) combined with any other products
            or elements. not furnished by Motorola, or (iii) designed and/or
            manufactured in accordance with MSD's designs, specifications, or
            instructions. 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 MSD'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.

15.   MASTER SERVICES DISTRIBUTOR INDEMNITY

Master Services Distributor, at its own expense, shall indemnify, defend, and
hold harmless, Motorola, its affiliates, and their respective officers,
directors, employees, agents, and other representatives from and against any
third party judgments, losses, damages, liabilities, costs or expenses
(including, but not limited to, reasonable attorneys' fees and legal expenses)
associated with or arising from: (i) Master Services Distributor's breach of
section 3, 11, 12, 15, 16, 17, 21, 24, 25 or 30; (ii) any claim or action
relating to Master Services Distributor's business operations, activities,
employees or employee actions.

16. DISCLAIMER OF 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, corporate logo, goodwill and product
            designations, Master Services 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.

17.   TAXES AND FEES

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

18.   LIMITATION OF LIABILITY

      (1)   LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY, MOTOROLA'S
            TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
            WHETHER FOR BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE,
            STRICT LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE PRICE OF
            THE PARTICULAR PRODUCTS SOLD

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       11
<PAGE>

                 [***] Denotes Confidential Treatment Requested

            HEREUNDER WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
            MASTER SERVICES DISTRIBUTOR'S SOLE REMEDY IS TO REQUEST MOTOROLA AT
            MOTOROLA'S OPTION TO EITHER REFUND THE PURCHASE PRICE, OR REPAIR OR
            REPLACE PRODUCTS THAT ARE NOT AS WARRANTED. IN NO EVENT, WHETHER FOR
            BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT
            LIABILITY IN TORT, OR OTHERWISE, WILL MOTOROLA BE LIABLE FOR
            INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
            LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS
            OF PROFITS, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE
            PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST OR ANY CLAIM
            AGAINST MASTER SERVICES DISTRIBUTOR BY ANY OTHER PARTY.

      (2)   INSURANCE. It is further understood that Motorola is not an insurer
            and that Master Services Distributor shall obtain all insurance;
            required by this Agreement and that Motorola does not represent or
            warrant that Motorola products will avert or prevent occurrences, or
            the consequences therefrom, which are monitored, detected or
            controlled with use of the products.

      (3)   TIME TO SUE. Except for money due upon an open account, no action
            shall be brought either party for any breach of this Agreement more
            than two (2) years after the non-breaching party knew or should have
            known of such cause of action except where a shorter limitation
            period is provided by applicable law.

      (4)   NO REPRESENTATIONS. The issuance of information, advice, approvals,
            instructions or cost projections by either party's sales personnel
            or other representatives shall be deemed expressions of personal
            opinion only and shall not affect Motorola's and Master Services
            Distributor's rights and obligations hereunder unless the same is in
            writing and signed by the other party with the explicit statement
            that it constitutes an amendment to this Agreement.

19. FORCE MAJEURE

Neither party shall be held liable for any delay or failure to perform due to
any cause beyond its reasonable control such as acts of God, acts of civil or
military authority, epidemics, fires, floods, war or riots, lockouts or other
labor disputes, except the obligation to pay money when due. The party so
affected shall, upon giving prompt written notice to the other party of the
delay and the cause, be excused from performance to the extent of the
prevention, restriction or interference. The delivery schedule shall be
considered extended by a period of time equal to the time lost because of any
excusable delay.

20. 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.

21. TERMINATION

      a.    During the initial term, this Agreement may be terminated by either
            party without cause upon not less than one hundred eighty (180) days
            prior written notice to Master Services Distributor. Thereafter,
            this Agreement may be terminated by either party without-cause upon
            one hundred eighty (180) days prior written notice to the other
            party, however, if either party defaults on any obligation herein
            during the notice period, the non-defaulting party may terminate
            immediately this Agreement for cause upon written notice to the
            defaulting party.

      b.    Motorola may terminate this Agreement immediately upon the
            occurrence of any of the following events: (i) a breach of one or
            more of the following Sections: "Appointment As Master Services
            Distributor", "Credit Line", "Government Sales", "Compliance With
            Law", "Ethical Standards", or "Confidentiality"; "Private Label
            Restriction" (ii) a change in the control or management of Master
            Services Distributor

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       12
<PAGE>

                 [***] Denotes Confidential Treatment Requested

            which is unacceptable to Motorola (iii) Master Services 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) Except as otherwise provided in this Agreement,
            Master Services Distributor's failure to cure a breach of this
            Agreement within [***] after Motorola's written notification to
            Master Services Distributor of such breach; or (v) Master Services
            Distributor's failure to make a payment to Motorola when due, as
            provided in Section 7 of this Agreement.

      c.    Except as provided in this Agreement, neither termination nor
            expiration of this Agreement shall relieve or release either party
            from making payment that may be owing to the other party under the
            terms of this Agreement.

      d.    Except as provided in this Agreement, neither Motorola nor Master
            Services 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 Master Services
            Distributor or otherwise. Master Services Distributor represents to
            Motorola that, as of the date of this Agreement, Master Services
            Distributor had on hand a trained staff of personnel, facilities,
            and equipment necessary to effectively distribute the Products in
            the Territory and that Master Services Distributor has incurred no
            extra expense in respect of the same upon entering into this
            Agreement.

      e.    Upon termination of this Agreement, Master Services Distributor
            shall return to Motorola all Product catalogues, sales literature,
            samples, demonstration equipment or other promotional materials.
            Also, within one (1) month after the date of termination of any
            license granted under this Agreement, Master Services Distributor
            will certify to Motorola that through Master Services Distributor's
            best efforts, and to the best of Master Services Distributor's
            knowledge, the equipment, software and documents received from
            Motorola have been returned, and that all software placed in any
            storage apparatus under Master Services 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 Master Services
            Distributor's possession [***]. Said option shall be exercisable
            upon written notice to Master Services Distributor within [***]
            following notice of termination of this Agreement. Upon exercise of
            said option to repurchase. Motorola and Master Services Distributor
            shall at Motorola's option take an inventory of all Products
            remaining in Master Services Distributor's possession. Motorola
            shall pay Master Services Distributor for the inventory of
            repurchased Products within [***] of receipt thereof by Motorola.

      g.    Motorola shall have the right to offset against any money payable
            hereunder by Motorola, any money that is due and owing from Master
            Services Distributor to Motorola as of the date any such payment is
            due.

22. GOVERNMENT SALES

In the event that Master Services Distributor elects to sell Motorola Products
or services to any state, county, municipal or other governmental entity, or to
a prime contractor selling to any such governmental entity within the Territory.
Master Services Distributor remains 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.

23. DISPUTE RESOLUTION

                       MOTOROLA CONFIDENTIAL PROPRIETARY

                                       13
<PAGE>
                 [***] Denotes Confidential Treatment Requested

The parties agree that any claims or disputes will be submitted to non-binding
mediation prior to initiation of any formal legal process provided however, this
provision shall not preclude either Party from resorting to judicial proceedings
if (i) the claim or dispute relates to intellectual property rights; or (ii)
equitable relief from a court is necessary to prevent serious and irreparable
injury to the complaining party or to third parties.. Costs of mediation will be
shared equally. Disputes concerning the relationship between Motorola and Master
Services 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. Master Services Distributor
hereby consents to exclusive jurisdiction by such courts. Master Services
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.

24. COMPLIANCE WITH LAW

Master Services Distributor shall at all times conduct its efforts hereunder in
strict accordance with all applicable laws and regulations and with the highest
commercial standards. Master Services Distributor 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. Master Services Distributor shall indemnify and hold Motorola
harmless for any losses, damages or other liabilities resulting from Master
Services Distributor's failure to comply with the provisions of this Section.

25. 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. Master
Services Distributor agrees with the Motorola policy stated in this Section and
agrees that failure of Master Services 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.

26. NON-SOLICITATION

      Both Parties expressly agree that they will not hire any of the other's
employees or temporary workers during the term of this Agreement and for one (1)
year afterward without the other party's written consent. Notwithstanding the
foregoing, neither party shall be precluded from conducting generalized searches
for employees (and hiring those employees who respond to generalized searches)
either through the use of search firms or advertisements in the media, provided
that searches are not specifically targeted to employees of the other party.

27. 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 party 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.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       14
<PAGE>
                 [***] Denotes Confidential Treatment Requested

      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 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 in writing that all such copies
            have been destroyed.

28. 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 Benito Hernandez, with a copy
to Fernando Gomez - both at Motorola Inc., 789 International Parkway, Sunrise,
FL 33325 - and the Motorola Law Department, Mail Drop AW-438, 600 N.U.S.
Highway 45, Libertyville, IL 60048.

If to MSD, the notice should be addressed to R. Marcelo Claure, with a copy to
Clayton E. Parker, Esq. Kirkpatrick & Lockhart LLP, 201 south Biscayne
Boulevard, suite 2000, Miami, Florida 33131.]

A notice will not be effective until the addressee actually receives it.

29. BREW DEVICES

The Parties agree that the terms and conditions in Attachment 3 shall apply to
the sale and distribution of Brew Devices [***].

30. EXPORT CONTROL

Master Services Distributor shall be the exporter of record and shall be
responsible for obtaining all export licenses that may be required to export the
Products from the U.S. to the Territory. Master Services Distributor agrees to
comply with all applicable export laws, regulations and orders. Specifically,
but without limitation, Master Services Distributor agrees that it will not
resell, re-export or ship, directly or indirectly, any Product or technical data
in any form without obtaining appropriate export or re-export licenses from the
United States Government. Master Services Distributor acknowledges that the
applicable export laws, regulations and orders may differ from item to item
and/or from time to time.

31 TRADEMARKS; PROMOTIONAL MATERIALS

      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, corporate logo, goodwill and product
            designations, MSD shall have no right to use any such marks, names,
            slogans or designations of Motorola in the sale or advertising of
            any Products or on any Product container, component part, business
            form, sign, business cards, sales, advertising or promotional
            materials or other business materials, whether in writing, orally or
            otherwise, without the express written consent of Motorola. Further,
            MSD

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       15
<PAGE>
                 [***] Denotes Confidential Treatment Requested

            shall not use "Motorola" or any other trademark of Motorola as all
            or part of the name under which it is organized or conducts
            business, nor as all or part of a domain name.

      c.    Motorola Grant of Consent to Use Motorola Trademarks in Promotional
            Materials. Motorola grants to MSD during the term of this Agreement,
            in the Territory, its limited consent to use the Motorola Trademarks
            (as set forth on Attachment 6) in the advertising and promotion of
            Motorola's products and services, provided that: (i) MSD does not
            create a unitary composite mark involving a Motorola Trademark or
            any other trademark of Motorola; (ii) all Promotional Materials
            display such symbols and notices provided by Motorola to indicate
            the trademark status and ownership of the Motorola Trademarks; and
            (iii) the Promotional Materials have been approved by Motorola as
            provided below. Master Services Distributor's right to use Motorola
            Trademarks cease immediately upon termination of this Agreement
            except to the extent necessary, but not exceeding 180 days, for
            Master Service Distributor to liquidate its inventory of Products as
            permitted pursuant to the preceding sentence. MSD 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.    Approval; Motorola Usage Guidelines. At a minimum all advertising
            and promotional materials for Motorola'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.
            Further, MSD agrees to comply with any and all usage guidelines
            promulgated by Motorola with respect to the Motorola Trademarks, and
            Motorola reserves the right to modify such guidelines from time to
            time upon reasonable notice to MSD. MSD shall supply to Motorola
            specimens of all advertising, marketing and/or promotional materials
            related to Motorola's products and services and/or bearing the
            Motorola Trademarks for inspection and approval, which approval
            shall not be unreasonably withheld. If Motorola has not approved
            such specimens in writing within ten (10) Business Days after
            receiving such specimens, such specimens shall be deemed disapproved
            by Motorola.

      e.    The Products and packaging shipped under the terms and conditions of
            this agreement may carry the Motorola Trademarks and/or such other
            trademarks of Motorola, as Motorola shall determine in its sole
            discretion. In no event shall MSD purposely alter, remove, obscure,
            erase, deface or otherwise hide from view, any Motorola Trademark,
            other trademark of Motorola, or any proprietary rights notice of
            Motorola.

      f.    MSD hereby acknowledges that the Motorola Trademarks are the sole
            and exclusive property of Motorola, and agrees that its use of the
            Motorola Trademarks as provided herein shall inure to the benefit of
            Motorola. MSD shall not do anything to infringe upon, harm, or
            contest the validity of the Motorola Trademarks or any other
            trademark of Motorola. At Motorola's request, MSD shall reasonably
            cooperate with Motorola in any action or proceeding to register,
            renew or enforce Motorola's rights in the Motorola Trademarks or
            other trademarks of Motorola.

32. GENERAL

      a.    No alterations or modifications of this Agreement shall be binding
            upon either Master Services 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.    Except for either party's standard recruitment practice which may
            include solicitation of employees through employment agencies,
            advertisements in newspapers, magazines, trade journals, or Internet
            Web sites, during the Term and for six (6) months thereafter,
            neither party shall, without the other party's prior written
            consent, which may be withheld in its sole discretion, directly or
            indirectly solicit any employee of the other party to leave the
            other party's employ in order to accept employment with the
            soliciting party or its actual or prospective agents or
            sub-distributors.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       16
<PAGE>
                 [***] Denotes Confidential Treatment Requested

      d.    No assignment of this Agreement or of any right granted herewith
            shall be made by Master Services Distributor without the prior
            written consent of Motorola.

      e.    This Agreement and its attachments set forth the entire
            understanding between the parties hereto and supersedes all prior
            agreements, arrangements and communications, whether oral or
            written, with respect to the subject matter hereof. 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. Master Services 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.,                                  BRIGHTSTAR CORP.

By: /s/ Fernando Gomez                           By: /s/ R. Marcelo Claure
    ---------------------------                      --------------------------
Name: Fernando Gomez                             Name: R. Marcelo Claure

Title: Senior Vice President and General Manager Title: President & CEO

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       17
<PAGE>
                 [***] Denotes Confidential Treatment Requested

                                  ATTACHMENT 1

Master Services Distributor shall be authorized to distribute the following
Products pursuant to this Agreement:

All Motorola Cellular and PCS handsets. For the avoidance of doubt iDEN handsets
are hereby excluded

With Motorola's approval, end of life and refurbished Products.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       18
<PAGE>
                 [***] Denotes Confidential Treatment Requested

                                  ATTACHMENT 2

I. Territory
Anguilla
Antigua & Barbuda
Argentina
Aruba
Bahamas
Barbados
Belize
Bolivia
Cayman Islands
Chile
Colombia
Costa Rica
Dominica
Dominican Republic
Ecuador
Falkland Islands
Grenada
Guadeloupe
Guatemala
Guyana
Haiti
Honduras
Jamaica
Martinique
Mexico
Montserrat
Netherlands Antilles
Nicaragua
Panama
Paraguay
Peru
Puerto Rico
El Salvador
St. Kitts-Nevis
St. Lucia
St. Martin
St. Thomas
St. Vincent
Surinam
Turks & Caicos
Trinidad & Tobago
Uruguay
Venezuela
British Virgin Islands
Virgin Islands (U.S.)

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       19
<PAGE>
                 [***] Denotes Confidential Treatment Requested


                                  ATTACHMENT 3

WHEREAS, Master Services 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") and other Latin American carriers defined by
Motorola in the future;

WHEREAS, Master Services 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 other Latin American
carriers defined by Motorola in the future; and

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

NOW THEREFORE, the Parties hereto agree as follows:

1.    Definitions.

      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. Motorola may add additional products as Brew Devices
            in the future.

      [***]

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

            (1)   only sell such BREW Devices to the Verizon or Verizon
                  authorized locations in United States and other Latin American
                  carriers defined by Motorola and as described in this
                  Agreement;

            [***]

            [***]

[***]

4.    Reports. Within 20 calendar days after the end of each quarter, Master
      Services 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 or Verizon authorized locations in the
      United States and other Latin American carriers defined by Motorola for
      each month of the quarter. Motorola may make reasonable changes to the
      Report from time to time.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       20
<PAGE>
                 [***] Denotes Confidential Treatment Requested


                              ATTACHMENT 3 (Cont.)

                                     [***]



                       MOTOROLA CONFIDENTIAL PROPRIETARY

                                       21
<PAGE>
                 [***] Denotes Confidential Treatment Requested


                                  ATTACHMENT 4

I. Motorola Managed Accounts:
a.
   [***]

b. To compensate the Master Services Distributor for the services it will be
providing to the Motorola Managed Accounts assigned to MSD as identified in
Table 2, Motorola will pay a service fee for the services identified in Table 1.
Motorola will provide Master Services Distributor with a schedule outlining the
service fee in a format similar to Attachment 5. Motorola will review the
schedule periodically with Master Services Distributor.

c. Master Services Distributor shall only provide services to Assigned and
Jointly serviced accounts, as identified in Table 2 - List of Accounts.

d. Master Services Distributor may not sell Product to the following Motorola
Managed Accounts:

         [***]

e. Master Services Distributor may bundle other Value Added Services with sales
to Motorola Managed Accounts. The benefit of any Value Added Services provided
will belong to the Distributor.

f. Consistent with the terms of this Agreement, Motorola may modify, change or
otherwise alter the assignment of Motorola Managed Accounts based upon Master
Services Distributor's performance or any other basis that Motorola determines
is necessary to support the customer and promote Products. Any compensation that
may be due MSD is identified in the Attachment 5.

II. Distributor Managed Accounts:

a. Compensation for the services Master Services Distributor will be providing
to Distributor Managed Accounts assigned to MSD as described in Table 1, shall
be derived directly from sales of Products to these accounts.

b. In the rare instance when Master Services Distributor requests an additional
discount on a particular Product from Motorola for a specific deal to a
Distributor Managed Account to meet a competitive offer, Motorola reserves the
right to deny such request and may, if it elects to provide an additional
discount, require MSD to either [***]. The Motorola discount will be defined in
a Deal Sheet by the local Motorola Account Manager, with standard Motorola
internal approvals.

c. From time to time MSD may request funds to support marketing programs or
other programs designed to increase sales of Products to Distributor Managed
Accounts. Such request should be made through the form provided in Table 3.
Motorola will provide funds at is discretion.

c. The Distributor Managed Accounts MSD has been assigned and those Jointly
Serviced are identified in Table 2 - List of Accounts.

d. The following Distributor Managed Accounts may not be serviced by Master
Services Distributor: [***]

e. Upon [***] notice, Motorola may modify, change or otherwise alter
the allocation of Distributor

                      MOTOROLA CONFIDENTIAL PROPRIETARY

                                       22
<PAGE>
                 [***] Denotes Confidential Treatment Requested


Managed Accounts based on any basis that Motorola determines is necessary to
support the customer and promote Products. Any compensation that may be due to
MSD will be determined on the same basis for Distributor Managed Accounts as for
Motorola Managed Accounts as provided in Attachment 5, Section 2 for Motorola
Managed Accounts. [***]

III. New Accounts. Accounts that are not currently serviced by either party or
otherwise identified in any of the Attachments at the Effective Date shall be
defined as "New Accounts". New Accounts automatically default to Motorola
Managed Accounts, unless otherwise specified in writing by an officer of
Motorola. After [***], Motorola will re-evaluate any New Accounts based
on Motorola's market requirements. In cases where MSD demonstrates to Motorola
that MSD is the best option to fulfill Motorola's market requirements and with
the consent of the New Account, MSD will be Motorola's preferred option to be
assigned as a distributor for such New Account.

                                MOTOROLA CONFIDENTIAL PROPRIETARY

                                       23
<PAGE>
                 [***] Denotes Confidential Treatment Requested


                              ATTACHMENT 4 (CONT.)

Table 1 - LIST OF DISTRIBUTOR SERVICES

SERVICE LEVEL AGREEMENT

<TABLE>
<CAPTION>
SERVICE PROVIDED        DESCRIPTION                 DISTRIBUTOR MANAGED      MOTOROLA MANAGED (REGION)   MOTOROLA MANAGED (MEXICO)
----------------        -----------                 -------------------      -------------------------   -------------------------
<S>                   <C>                     <C>                            <C>                         <C>

In-bound logistics    Transportation and      [***]                          [***]                       [***]
                      insurance from
                      Motorola DC to 1st
                      MSD DC and in
                      country MSD DC

Financial Costs       Financing import        [***]                          [***]                       [***]
                      duties and VAT

Material Handling     Property Insurance,     [***]                          [***]                       [***]
                      Scanning, Pick, Pack
                      & Ship at all MSD
                      DCs and Sampling &
                      Receiving Inspection
                      at both  MSD DCs
                      or when  dropshipped

Programming (See      Flex,Flash & Content    [***]                          [***]                       [***]
comments below)       (ringertones,
                      wallpapers, themes
                      screensavers, and
                      Java apps)

Fulfillment &         Programming of MIN,     [***]                          [***]                       [***]
Customization         labeling, insertion
                      of carrier collateral
                      materials, additional
                      accessories,placement
                      of scutcheons, security
                      seals & cost of
                      sleeves

Invoicing &           A/R Insurance, Self     [***]                          [***]                       [***]
Collection            insurance for
                      deductible, cost of
                      capital, devaluation
                      & fx exposure,
                      invoicing

inventory             Cost of Capital to      [***]                          [***]                       [***]
                      carry inventory

Out-bound logistics   Transportation and      [***]                          [***]                       [***]
                      insurance from in
                      country MSD DC to
                      Carrier's warehouse

Reverse logistics     Administration of the   [***]                          [***]                       [***]
                      collection from
                      carrier's central
                      location Motorola's
                      standard DOA and OOB

All in country taxes  Transaction taxes,      [***]                          [***]                       [***]
                      patent taxes, etc.
</TABLE>

1. With respect to Programming, the following seven high-volume properties will
primarily be programmed by Motorola:

[***]

2. Any other properties not listed above will be delivered as Distributor Sales
Model and will be programmed by MSD as shown in Table 2 of this Attachment 2.

MSD agrees to remain as the back-up for programming for these properties
identified in 1., above. After September 15. 2003, in the event that Motorola
requests in writing programming support for these properties a negotiated fee of
[***] will be paid to MSD. Motorola reserves the right to perform this
programming services in house or with another third party.

[***]

                        MOTOROLA CONFIDENTIAL PROPRIETARY

<PAGE>

                                    ATTACHMENT 4 (CONT.)

Table 2 - List of Accounts (Programming Plan, Primary Distributor, Account
Type,)

<TABLE>
<CAPTION>
REGION     COUNTRY     OPERATOR (A.K.A.)     OWNERS/PARTNERS         TECH         FREQ         PROG.    ACCT TYPE  ASSIGNED
------     -------     -----------------     ---------------         ----         ----         -----    ---------  --------
<S>      <C>          <C>                    <C>                  <C>            <C>           <C>      <C>        <C>

LAS      Argentina           [***]                [***]              CDMA         1900         [***]      [***]      [***]
                                                  [***]
LAS      Argentina           [***]                [***]              CDMA         1900         [***]      [***]      [***]
LAS      Argentina           [***]                [***]                           1900         [***]      [***]      [***]
LAS      Argentina           [***}                [***]           TDMA/GSM        1900         [***]      [***]      [***]
                                                  [***]
LAS      Chile               [***]                [***]              CDMA         1900         [***]      [***]      [***]
LAS      Chile               [***]                [***]               GSM         1900         [***]      [***]      [***]
LAS      Chile               [***]                [***]           TDMA->CDMA    800->1.9       [***]      [***]      [***]
                             [***]
LAS      Chile               [***]                [***]           TDMA->GSM     800->1.9       [***]      [***]      [***]
                                                  [***]
LAN-R    Uruguay             [***]                [***]              CDMA         1900         [***]      [***]      [***]
LAN-R    Uruguay             [***]                [***]              TDMA          800         [***]      [***]      [***]
LAN-R    Paraguay            [***]                [***]               GSM         1900         [***]      [***]      [***]
                                                  [***]
LAN-R    Paraguay            [***]                [***]               GSM         1900         [***]      [***]      [***]
LAN-R    Paraguay            [***]                [***]              TDMA        19/800        [***]      [***]      [***]
LAN-R    Paraguay            [***]                [***]              TDMA        19/800        [***]      [***]      [***]
                                                  [***]
LAN-R    Paraguay            [***]                [***]              TDMA        19/800        [***]      [***]      [***]
LAN-R    Bolivia             [***]                [***]               GSM         1900         [***]      [***]      [***]
LAN-R    Bolivia             [***]                [***]              TDMA          800         [***]      [***]      [***]
                                                  [***]
                             [***]                [***]
LAN-R    Bolivia             [***]                [***]              TDMA          800         [***]      [***]      [***]
                             [***]
Mexico   Mexico              [***]                [***]           TDMA->GSM      800/1900      [***]      [***]      [***]
Mexico   Mexico              [***]                [***]              CDMA        800/1900      [***]      [***]      [***]
Mexico   Mexico              [***]                [***]              CDMA          800         [***]      [***]      [***]
Mexico   Mexico              [***]                [***]            CDMA ; GSM  800/1900;1900   [***]      [***]      [***]
Mexico   Mexico              [***]                [***]              CDMA         1900         [***]      [***]      [***]
                                                  [***]
                                                  [***]
Mexico   Mexico              [***]                [***]              CDMA         1900         [***]      [***]      [***]
                                                  [***]
LAN-A    Venezuela           [***]                [***]              CDMA          800         [***]      [***]      [***]
LAN-A    Venezuela           [***]                [***]               GSM          900         [***]      [***]      [***]
LAN-A    Venezuela           [***]                                    GSM          900         [***]      [***]      [***]
LAN-A    Venezuela           [***]                [***]           TDMA->CDMA    800/800        [***]      [***]      [***]
                             [***]
LAN-A    Peru                [***]                [***]              CDMA          800 8K      [***]      [***]      [***]
LAN-A    Peru                [***]                [***]               GSM         1900         [***]      [***]      [***]
                             [***]
LAN-A    Peru                [***]                [***]              TDMA          800         [***]      [***]      [***]
LAN-A    Ecuador             [***]                [***]           TDMA -> GSM   800/850        [***]      [***]      [***]
LAN-A    Ecuador             [***]                [***]           TDMA->CDMA    800/800        [***]      [***]      [***]
LAN-A    Ecuador             [***]                [***]              CDMA         1900         [***]      [***]      [***]
                             [***]
LAN-A    Colombia            [***]                [***]            TDMA->CDMA   800/800        [***]      [***]      [***]
LAN-A    Colombia            [***]                [***]           TDMA -> GSM   800/850        [***]      [***]      [***]
LAN-A    Colombia            [***]                [***]               GSM         1900         [***]      [***]      [***]
LAN-CA   Panama              [***]                [***]           TDMA -> GSM   800/850        [***]      [***]      [***]
LAN-CA   Panama              [***]                [***]          TDMA->CDMA1X   800/800        [***]      [***]      [***]
LAN-CA   Nicaragua           [***]                [***]               GSM         1900         [***]      [***]      [***]
LAN-CA   Nicaragua           [***]                                    GSM         1900         [***]      [***]      [***]
LAN-CA   Nicaragua           [***]                [***]          TDMA->CDMA1X   800/800        [***]      [***]      [***]
LAN-CA   Honduras            [***]                [***]              CDMA          800         [***]      [***]      [***]
                             [***]
LAN-CA   Guatemala           [***]                [***]              CDMA         1900         [***]      [***]      [***]
                             [***]
LAN-CA   Guatemala           [***]                [***]           CDMA -> GSM  1900/1900       [***]      [***]      [***]
LAN-CA   Guatemala           [***]                [***]              CDMA         1900         [***]      [***]      [***]
LAN-CA   Guatemala           [***]                [***]              TDMA          800         [***]      [***]      [***]
                             [***]
LAN-CA   El Salvador         [***]                [***]              CDMA          800 8K      [***]      [***]      [***]
LAN-CA   El Salvador         [***]                [***]               GSM         1900         [***]      [***]      [***]
LAN-CA   El Salvador         [***]                [***]               GSM          900         [***]      [***]      [***]
LAN-CA   El Salvador         [***]                [***]              TDMA          800         [***]      [***]      [***]
LAN-CA   Costa Rica          [***]                [***]           TDMA -> GSM   800/1800       [***]      [***]      [***]
                             [***]
LAN-CA   Belize              [***]                [***]           TDMA -> GSM   800/1900       [***]      [***]      [***]
LAN-CA   Belize              [***]                                    GSM       800/1800       [***]      [***]      [***]
</TABLE>

                        MOTOROLA CONFIDENTIAL PROPRIETARY



                                       25
<PAGE>

                 [***] Denotes Confidential Treatment Requested

                              ATTACHMENT 4 (CONT.)

Table 2 (Cont.) - List of Accounts (Programming Plan, Account Type, Assigned
Accounts)

<TABLE>
<CAPTION>
REGION    COUNTRY     OPERATOR (A.K.A.)      OWNERS/PARTNERS        TECH         FREQ            PROG.   ACCT TYPE  ASSIGNED
<S>      <C>          <C>                    <C>                  <C>            <C>             <C>     <C>        <C>

LAN-C    US Virgin
         Islands
LAN-C    Turks &
         Caicos ls.                                               TDMA -> GSM    8/9,18,1900
LAN-C    Trinidad &
         Tobago                                                   TDMA -> GSM       900
LAN-C    St. Vincent
         &Gre.ls                                                  TDMA -> GSM    8/9,18,1900
LAN-C    St. Marteen
                                                                      GSM          18/900
LAN-C    St. Marteen                                                 TDMA           800
LAN-C    St. Lucia                                                TDMA -> GSM    800;850/1900
LAN-C    St. Lucia                                                TDMA -> GSM     850/1900
LAN-C    St. Kitts                                                TDMA -> GSM     850/1900
LAN-C    St. Croix                                                   TDMA           800
LAN-C    St. Barts                                                TDMA -> GSM    8/9,850/1900
LAN-C    Puerto Rico                                                 CDMA           1900
LAN-C    Puerto Rico
                                                                     CDMA           1900
LAN-C    Puerto Rico
                                                                  TDMA -> GSM    800;850,1900
LAN-C    Puerto Rico
                                                                     TDMA           800
LAN-C    Puerto Rico
                                                                  TDMA -> GSM    1900/1900
LAN-C    Montserrat                                               TDMA -> GSM    8/9,850/1900
LAN-C    Martinique                                                   GSM         1800/900
LAN-C    Jamaica
                                                                     CDMA           800
LAN-C    Jamaica                    [***]                             GSM         900/1800                    [***]
LAN-C    Jamaica                                                   TDMA-> GSM    800;850/1900
LAN-C    Haiti                                                        GSM          18/900
LAN-C    Haiti                                                       TDMA           800
LAN-C    Guadalupe                                                    GSM          18/900
LAN-C    Grenada                                                  TDMA -> GSM     850/1900
LAN-C    Dominican
         Rep.                                                        CDMA           1900
LAN-C    Dominican
         Rep.                                                        CDMA           1900
LAN-C    Dominican
         Rep.                                                        CDMA           1900
LAN-C    Dominican
         Rep.                                                         GSM           1900
LAN-C    Dominica                                                 TDMA -> GSM    8/9,850/1900
LAN-C    Curacao                                                     TDMA           800

LAN-C    Curacao                                                     TDMA           800
LAN-C    Cayman
         islands                                                  TDMA -> GSM    8/9,850/1900
LAN-C    Brit.Virgin
         Islands                                                     TDMA           800
LAN-C    Bonaire                                                     TDMA           800
LAN-C    Bermuda                                                     TDMA           800
LAN-C    Bermuda                                                     TDMA           800
LAN-C    Bermuda                                                     TDMA           800
LAN-C    Barbados                                                 TDMA -> GSM    S/9,18,1900
LAN-C    Bahamas                                                     TDMA           800
         Aruba                                                       TDMA           800
         Anguila                                                  TDMA -> GSM    8/9,850,1900
LAN-C    Antigua &
         Barbud;                                                      GSM          1900
LAN-C    Surinam                                                     TDMA           800
LAN-C    Guyana                                                      TDMA           800
LAN-C    French
         Guyana                                                       GSM          18/900
</TABLE>



                  [***]


                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       26
<PAGE>

                 [***] Denotes Confidential Treatment Requested

Table 3












                                     [***]
<PAGE>

                 [***] Denotes Confidential Treatment Requested

                            ATTACHMENT 5-COMPENSATION

1. The compensation for Motorola Managed Accounts will be based on [***]
and categorized, as follows:

<TABLE>
<CAPTION>

Product Categories                  Service Fee
------------------                  -----------
<S>                       <C>
a. Good less than [***]    [***] of Net Carrier Cost or [***]
b. Better [***]            [***] of Net Carrier Cost
c. Best more than [***]    [***] of Net Carrier Cost***
</TABLE>

* New models and changes within a product category will be defined [***],
concurrent with the publishing of the MSD Price List.

** Good category compensation will be [***] or [***] per unit, whichever is
more.

*** In the event that MSD exceeds the Best category goal described at the end of
this paragraph by [***], MSD will earn a [***] incentive on the Best category
sales. In addition to being measured [***] for this goal, Distributor will be
given the opportunity to make-up any missed [***] goals through an end of
calendar-year total evaluation. The Distributor Goal for Best category is equal
to [***]. These goals will be updated semi-annually beginning 2004. The 2003
Best category goals are: 3Q03 = [***] 4Q03 = [***].

The Product Categories and corresponding price tiers apply for products included
in the MSD price list and approved refurbished list. End of life products are
not included in the Product Categories. As long as Motorola has a portfolio of
at least three products in a given wireless technology category, Motorola will
include at least one product in the "Best" Product Category, above. To the
extent a product needs to be elevated from the "Better" or "Good" category, the
product with the highest price will be elevated to the "Best" category. If
Motorola later introduces a product that qualifies for the "Best" category, any
elevated products will immediately revert to their appropriate Product Category.
Motorola may, at its sole discretion, revise the Product Categories based on
market conditions.

2 Service Fees apply to current Products being sold by MSD to Motorola Managed
Accounts. The fee is not applicable to end-of-life or cancelled product sales.
[***] A) In the event Motorola exercises its right to re-designate a Motorola
Managed Account assigned to MSD ("Assigned Account" -- See Attachment 4, Table
2); by restricting the Territory or otherwise to an account that Motorola will
supply directly or through another distributor, Motorola will pay Master
Services Distributor the Service Fee for [***] by Motorola to the applicable
customer that MSD would have serviced if such customer were not re-designated;
such Service Fee shall be payable for a period of [***] to compensate MSD for
its prior management of the Assigned Account, [***]

ANY PAYMENTS MADE UNDER THIS SECTION 2 OF ATTACHMENT 5, SHALL BE MSD'S SOLE AND
EXCLUSIVE REMEDY.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       28
<PAGE>
                     [***] Confidential Treatment Requested

                              ATTACHMENT 5 (CONT.)

[***]

[***]

5. Master Services Distributor will purchase Products for Motorola Managed
Accounts[***]

[***]

      [***]

      [***]

[***]

      [***]

      [***]

[***]

      [***]


                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       29
<PAGE>
                     [***] Confidential Treatment Requested

                              ATTACHMENT 5 (CONT.)

      [***]

9. All redirected inventory as described in 5, 6, and 7 above, must be approved
by the Motorola Distributor General Manager. In addition, the programming costs
and the replacement requirement (not always necessary) will be defined by the
Motorola Distributor General Manager, in writing, prior to MSD making any
changes or promises to the accounts.

10. This compensation is subject to change in the event of a major reduction in
the Motorola Business Plan, implementation of a consignment-like program, or a
similar major change in the business. A compensation review request will be in
writing, and both parties shall make reasonable commercial effort to respond
within 15 days.

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       30
<PAGE>
                     [***] Confidential Treatment Requested

                       ATTACHMENT 6 - MOTOROLA TRADEMARKS

                                [ MOTOROLA LOGO ]

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       31
<PAGE>
                     [***] Confidential Treatment Requested

                                  ATTACHMENT 7

                          [REPORTS SCHEDULE CALENDAR]

                                     [***]

                        MOTOROLA CONFIDENTIAL PROPRIETARY

                                       32
<PAGE>
                 [***] Denotes Confidential Treatment Requested

                              ATTACHMENT 7 (CONT.)

                         [ REPORTS SCHEDULE CALENDAR ]

                       MOTOROLA CONFIDENTIAL PROPRIETARY

                                       33