<PAGE>
                                                                    EXHIBIT 10.7


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.


                                  [SENDO LOGO]




                               SENDO AMERICA, INC.




                                       AND




                                BRIGHTSTAR CORP.




                       DATED THIS 30TH DAY OF JANUARY 2003




                            DISTRIBUTORSHIP AGREEMENT
                ------------------------------------------------













<PAGE>



THIS AGREEMENT is made as of the 30th day of January 2003 ("EFFECTIVE DATE")

BETWEEN


(1)      SENDO AMERICA, INC., a company incorporated under the laws of the State
         of Delaware, with a principal place of business at 909 E. Lake Carolyn
         Parkway, Suite 1950, Irving, Texas 75039 (the "SUPPLIER"); and

(2)      BRIGHTSTAR CORP., a company incorporated under the laws of the State of
         Delaware, with a principal place of business at 2010 N.W. 84th Ave.,
         Miami, FL 33122. (the "DISTRIBUTOR").

BACKGROUND:

A.       The Supplier is in the business of designing, developing, manufacturing
         and supplying mobile telephone handsets and accessories ("Products").

B.       The Distributor has a sales organization in Latin America, including,
         the Caribbean Countries and Brazil, and wishes to sell, market and
         distribute the Products in the Territory (as defined herein) under the
         terms and conditions of this Agreement.

C.       The Supplier wishes to appoint the Distributor as a distributor for the
         sale of the Products in the Territory and the Distributor wishes to
         accept such appointment:

NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Agreement, the following expressions shall have the following
         meanings unless the context requires otherwise:

         "AGREEMENT" means this distributorship agreement and the recitals,
         preamble and schedules hereto;

         "BUSINESS DAY" means a day other than a Saturday, Sunday or public
         holiday on which banks are open for business in the United States

         "CONFIDENTIAL INFORMATION" means all knowledge or information of a
         confidential nature relating to the business affairs or the Products
         and any data, materials, drawings, specifications, documents or
         information obtained or used in conjunction with the Products or any
         designs, trade secrets, customer lists, intellectual and industrial
         property, drawings, specifications, information, data or knowledge
         relating to customers, sales market conditions, negotiations,
         development programs, costs, products, apparatus, equipment, processes,
         formulas, financing arrangements, manufacturing methods, operations,
         materials, equipment, compositions, designs, plans or marketing
         opportunities of any of the parties hereto;

         "CONTRACT" means from time to time any purchase order, contract,
         memorandum or agreement in writing between and agreed to by the
         Supplier and the Distributor for the purchase of Products;



                                       2
<PAGE>

         "DELIVERYPOINT" means the delivery address established by the
         Distributor within the Territory or Miami, Florida, USA;

         "DISTRIBUTOR WAREHOUSE" shall mean the warehouse destination
         established by the Distributor within the Territory or in Miami,
         Florida, USA;

         "EFFECTIVE DATE" means the date of this Agreement as stated in the
         preamble above;

         "CIF" means the cost, insurance and freight term as defined in
         Incoterms 2000;

         "FORCE MAJEURE" means an event which the party asserting Force Majeure
         could not reasonably have protected itself and which prevents such
         party from performing the relevant obligation (but for greater
         certainty does not include lack of funds as an event excusing the
         obligation to pay for the Products) including, without limitation,
         strike, lock-out or other labour disturbances, labour shortages,
         inability to obtain suitable raw materials, component and part
         shortages, fuel and means of transportation, act of God, war, riot,
         civil commotion, national dispute, malicious damage, compliance with a
         law or governmental order, rule, regulation or direction, accident,
         breakdown of plant or machinery, fire, flood, storm and other natural
         phenomena, explosions, vandalism, riots, civil commotions, sabotage,
         terrorist acts, blockages, embargoes, epidemics, difficulty or
         increased expense in obtaining workers, materials or transport and any
         other circumstances affecting the supply of goods or services;

         "INTELLECTUAL PROPERTY" means the right to:

         (a)      all inventions,
         (b)      all granted patents for inventions, including reissue thereof,
         (c)      all patent applications,
         (d)      all trademarks and trademark applications,
         (e)      all copyrights and copyright applications,
         (f)      all and any other industrial or intellectual property rights
                  including all relevant information which has been recorded in
                  any manner whatsoever, and
         (g)      all know-how;

         in each case constituting, forming a part of or relating to the
         Products or any part thereof;

         "NON DISCLOSURE AGREEMENT" means the Non Disclosure Agreement entered
         into between the Supplier and the Distributor of November 2002;

         "PURCHASE ORDER" means any purchase order for the supply and delivery
         of Products placed by the Distributor with the Supplier from time to
         time pursuant to Clause 7 of this Agreement;

         "PRODUCTS" shall mean the mobile telephone handsets and related
         accessories now or hereafter produced and/or generally distributed by
         the Supplier.

         "TERRITORY" means all of Latin America, excluding Brazil, but including
         the Caribbean Countries.

         "TRADE MARKS" means the trade marks listed in Schedule 3 together with
         any further trade marks used by the Supplier or in respect of which the
         Supplier may become the proprietor in the Territory in respect of the
         Products



                                       3
<PAGE>

1.2      References to "Clauses", "Sections" and "Schedules" are references to
         clauses and sections in and schedules to this Agreement.

1.3      References to persons include references to individuals, firms,
         companies, corporations and unincorporated bodies of persons and vice
         versa.

1.4      References to the singular number include references to the plural and
         vice versa.

1.5      References to statutory provisions shall be construed as references to
         those provisions as respectively amended or re-enacted (whether before
         or after the date hereof) from time to time and shall include any
         provision of which they are re-enactments (whether with or without
         modification) and any subordinate legislation made under provisions.

1.6      References to a "affiliate" means an entity

         (i)      which is directly or indirectly controlling such Party;
         (ii)     which is under the same direct or indirect ownership or
                  control as such Party; or
         (iii)    which is directly or indirectly owned or controlled by such
                  Party.

         For these purposes, an entity shall be treated as being controlled by
         another if that other entity has fifty percent (50 %) or more of votes
         in such entity, is able to direct its affairs and/or to control the
         composition of its board of directors or equivalent body.

2.       APPOINTMENT

2.1      The Supplier hereby appoints the Distributor and the Distributor
         accepts such appointment as: (i) a non-exclusive distributor in the
         Territory for the distribution and sale of the Products subject to the
         terms and conditions contained herein; and (ii) for so long as the
         Distributor purchases the quantity of Products set forth in Clause 7.4
         as the minimum purchase requirements, the exclusive distributor to
         those customers designated as "Special Assignment" in Schedule 5 hereto
         within the regions specified in such schedule. Without limiting and in
         furtherance of clause (ii) above, for so long as the Distributor
         purchases the quantity of Products set forth in Clause 7.4 hereof as
         the minimum purchase requirements, the Supplier agrees for the term of
         this Agreement not to appoint another distributor of Products or sell
         directly to those customers designated as a Special Assignment in
         Schedule 5 to supply Products to network operators, or dealer/agents in
         the Territory unless any operator requests that the Supplier use a
         distributor other than the Distributor for supply of Products to such
         operator.

2.2      For so long as the Distributor purchases the quantity of Products set
         forth in Clause 7.4 as the minimum purchase requirements, Supplier
         shall not solicit any Special Assignment to purchase Products from any
         person or entity other than Distributor. Notwithstanding the foregoing,
         in the event a Special Assignment requests in writing that Supplier not
         use Distributor for a reason other than price, Supplier may elect to
         sell Products directly to that Special Assignment by providing written
         notice to Distributor cancelling the Special Assignment status of the
         customer; provided, that Supplier shall pay to Distributor on the
         fifteenth (15) day of each month during the six (6) month period
         following the date of termination of the customer's status as a Special
         Assignment, a commission equal to [***] percent [***] % of all sales to
         that Special Assignment during the immediately preceding month. This
         provision shall survive the termination of this Agreement.

3.       TERM

3.1      This Agreement shall come into force on the date of this Agreement and
         shall, subject to the termination and renewal provisions herein,
         continue for a period of one (1) year from the Effective Date.

                                       4
<PAGE>

3.2      This Agreement shall be automatically renewed, unless terminated
         earlier pursuant to Clause 19, on the expiration date of the initial
         term and on each subsequent renewal thereof for a further period of one
         (1) year unless at least ninety (90) calendar days prior to the
         expiration date, unless either the Supplier or the Distributor shall
         give the other written notice stating that the Agreement shall
         terminate on expiry.

4.       PURCHASE OF PRODUCTS

4.1      The Distributor covenants to the Supplier that neither the Distributor
         nor any of its affiliates shall purchase the Products from any party
         whatsoever other than from the Supplier.

5.       PRICES

5.1      The price for any of the Products purchased by the Distributor from the
         Supplier shall be as set out in Schedule 1. From time to time Supplier
         may issue a revised and restated Schedule 1, which shall after thirty
         (30) days of receipt by Distributor shall be deemed incorporated into
         this Agreement and shall supersede the then existing Schedule 1.

5.2      Distributor shall be responsible for all taxes (including but not
         limited to value added tax ("VAT") and sales tax), customs, duties,
         import or other fees or other charges imposed by any governmental
         entity arising with respect to the sales of Products by Supplier to
         Distributor, except any taxes that may be based on Supplier's net
         income. Where, pursuant to the terms of the Agreement, the Supplier
         makes a supply to the Distributor and VAT or sales tax is or becomes
         chargeable on such supply, the Distributor shall pay to the Supplier
         (in addition to any other consideration for such supply and at the same
         time as paying or providing such consideration) a sum in the local
         currency of the country in which the supply is made for VAT or sales
         tax purposes equal to the amount of such VAT or sales tax.

5.3      [***]

5.4      Supplier will provide rebates to Distributor based on volumes
         (quantity) purchased as per a Joint Promotional Understanding Agreement
         to be negotiated on a quarterly basis.


                                       5
<PAGE>


6.       METHOD OF PAYMENT

6.1      The purchase of all Products under this Agreement or any Purchase Order
         shall be payable within [***] days after delivery of relevant Products
         as specified in the relevant Contract and otherwise pursuant to the
         terms and conditions of the credit line, as determined by Supplier in
         its sole discretion, to be extended by Supplier to Distributor.
         Distributor agrees to furnish information reasonably required in
         Supplier's credit qualification process and to update such information
         from time to time during the term of this Agreement, as requested by
         Supplier.

6.2      All prices are in US Dollars and payments are to be made in US Dollars.

7.       PLACEMENT OF ORDERS AND FORECASTS

7.1      Each time the Distributor wishes to obtain Products from the Supplier,
         the Distributor shall forward to the Supplier a Purchase Order, in such
         form and content as is required pursuant to Clause 7.2. Within 5
         business days of the receipt of any Contract, the Supplier shall advise
         the Distributor if the Purchase Order is accepted or rejected. The
         Distributor shall be bound by the requirements for Products set out in
         Purchase Orders that are accepted by the Supplier. Acknowledgement of
         receipt of a Purchase Order shall not constitute acceptance.

7.2      Each Purchase Order shall be in writing and shall state: (a) the date
         of the Purchase Order; (b) the name and/or description of the
         Product(s); (c) the quantity; (d) date and location of delivery; (e)
         price; and (f) such other relevant information as may reasonably be
         required by the Supplier for the supply of the Products. The requested
         delivery date shall be three (3) weeks after Supplier's receipt of the
         Purchase Order, unless Supplier notifies Distributor within three (3)
         business days of receipt that a later delivery date is required.

7.3      In order to assist the Supplier with production scheduling, the
         Distributor shall provide the Supplier by the second (2nd) day of each
         month a twelve (12) month rolling forecast of the Distributor's
         anticipated requirements for Products. The initial forecast shall
         include a firm commitment by the Distributor to purchase units of the
         Products specified for the thirty (30) days following the date of the
         forecast, and notwithstanding the twelve (12) month rolling forecast,
         all orders shall be pursuant to a written Purchase Order.

7.4      The Distributor shall use its best efforts to purchase [***] handsets
         in the 12 months immediately following the Effective Date, in
         accordance with the following purchase schedule:

                                                UNITS
                                                -----
                    Q1 2003                      [***]
                    Q2 2003                      [***]
                    Q3 2003                      [***]
                    Q4 2003                      [***]


8.       DELIVERY

8.1      The Supplier shall use reasonable efforts to fulfill the requirements
         of the Distributor as to the delivery of all Products pursuant to the
         relevant Purchase Order that has been accepted by the Supplier, subject
         to availability of Products and its manufacturing production and supply
         schedules. Supplier will not be liable to Distributor or any third


                                       6
<PAGE>

         party for any damages due to Supplier's failure to fill any Purchase
         Order or for any delay in delivery or error in filling any Purchase
         Order for any reason whatsoever; however, except for a Force Majeure,
         Distributor shall have the right to cancel any Purchase Order that is
         not delivered within ten (10) days of the date of delivery specified in
         the Purchase Order. In the event of a Force Majeure, the period
         specified in Clause 7.4 shall be extended accordingly.

8.2      Unless otherwise expressly agreed, the Supplier may deliver Products in
         one or more instalments

8.3      In the event that the Supplier determines that delivery of any Products
         on the date specified for delivery in the relevant Purchase Order is
         unlikely, the Supplier shall advise the Distributor and provide the
         Distributor with a proposed alternate time for delivery; however,
         except for a Force Majeure, Distributor shall have the right to cancel
         any Purchase Order that is not delivered within ten (10) days of the
         date of delivery specified in the Purchase Order.

8.4      All deliveries of Products sold by Supplier to Distributor pursuant to
         this Agreement shall be made CIF shipping point with all freight
         charges to be paid by Distributor by separate invoice either "freight
         collect" or "freight prepay and add". Distributor shall be responsible
         for unloading the Products at delivery.

8.5      The UN Conventional on the International Sale of Goods shall not apply.

9.       INSPECTION

9.1      The Distributor shall inspect the Products delivered by the Supplier
         within five (5) business days after receipt. The Distributor shall
         provide the Supplier within five (5) business days after the Products
         are delivered to the Delivery Point with full particulars of any
         delivery shortage or damage to the Products or that were caused in the
         course of delivery together with all necessary evidence of such
         shortage or damage.

9.2      In the event of any loss or damages reported to Supplier as required
         under Clause 9.1, Supplier's only obligation is, at its option, to
         replace any shortage or non-delivery or refund the purchase price paid
         by Distributor to Supplier therefor; or replace or repair any Products
         that are damaged or defective; provided, that all repairs or
         replacements occur within thirty (30) days after notification to
         Supplier.

10.      TITLE AND RISK

10.1     Risk of damage or loss of the Products shall pass to Distributor upon
         delivery to Delivery Point.

10.2     The Distributor shall at its own expense take out and secure the
         continuance of an all-risk insurance policy in respect of all Products
         supplied in accordance with this Agreement to their total value at
         replacement cost. Such policy shall cover the goods from and including
         the date on which they are delivered to the Delivery Point.

10.3     Any property of the Distributor in the Supplier's possession or under
         its control and all property supplied to the Supplier by or on behalf
         of the Distributor are held by the Supplier at the Distributor's risk.

                                       7
<PAGE>

11.      WARRANTY

11.1     The Supplier warrants that all Products meet the specifications
         therefor and are free from defects in material or workmanship for a
         period equal to the later of (i) twelve (12) months from the date of
         purchase by end user or (ii) fifteen (15) months from the date of
         manufacture of the Products as determined by the date code in the
         Product. Supplier is responsible for replacing or repairing Products,
         at its option, that are defective under normal working conditions
         subject to any applicable exclusion or limitation in the standard
         warranty terms attached hereto as Schedule 2, and as Schedule 2 may be
         amended by Supplier from time to time.

11.2     The warranty in Clause 11.1 is (to the full extent permissible by law)
         expressly in lieu of all other conditions and warranties express,
         implied, or statutory, including without limitation any implied
         warranties or merchantability or of fitness for purpose and all other
         obligations and liabilities of Supplier with respect to any defect or
         deficiency applicable to or resulting directly or indirectly from, the
         products supplied by Supplier, whether in contract or in tort or
         otherwise, Supplier's liability shall under no circumstances exceed the
         invoice price of any Products for which warranty claim is made.

11.3     Distributor will provide its customers with documentation setting out
         the terms of Supplier's warranty and repair policy. Distributor shall
         not make any promises or representations or offer any warranties or
         guarantees beyond those clearly stated in this Agreement without the
         Supplier's consent.

11.4     The Supplier will provide spare Handsets ("seed stock units") for the
         term of the Agreement in the amount of [***] percent ([***]%) of the
         number of the Supplier's units currently under warranty, such amounts
         to include seed stock units held at Brightstar's Miami Distribution
         center or such other location in the Territory specified by
         Distributor. Title to seed stock units shall remain in the Supplier.

12.      DISTRIBUTOR'S COVENANTS

12.1     The Distributor hereby undertakes and agrees with the Supplier that it
         shall at all times during the continuance in force of this Agreement
         observe and perform the terms and conditions set out in this Agreement
         and in particular warrants that:

         (a)      Distributor is a company duly organized and existing under the
                  laws of the State of Delaware and has full power and authority
                  to enter into this Agreement and to perform each and every
                  covenant and agreement herein contained;

         (b)      this Agreement has been duly authorised, executed and
                  delivered by the Distributor and constitutes a valid, binding
                  and legally enforceable agreement of the Distributor;

         (c)      the execution and delivery of this Agreement and the
                  performance of the covenants and agreements herein contained
                  are not limited or restricted by and are not in conflict with
                  any contract, agreement or other instrument to which the
                  Distributor is bound and the Distributor has received all
                  necessary authorisations, consents and licences required in
                  the Territory to enter into this Agreement;

         (c)      Distributor shall use its best endeavours to promote and
                  extend the sales of the Products in all parts of the Territory
                  to all potential purchasers;

         (d)      Distributor shall not without the Supplier's written consent
                  sell any of the Products in, or offer for sale the Products
                  in, any place outside the Territory;

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<PAGE>

         (e)      Distributor shall not incur any liability on behalf of the
                  Supplier or in any way pledge or purport to pledge the
                  Supplier's credit or accept any order or make any contract
                  binding upon the Supplier or give or make or purport to give
                  or make any warranty or representation on behalf of the
                  Supplier, except as approved in writing by the Supplier;

         (f)      Distributor shall not act as agent of the Supplier at any time
                  or in any manner;

         (g)      Distributor shall not use the trade name, trademarks, emblems,
                  designs or Intellectual Property of the Supplier except as
                  provided herein or with the consent of the Supplier and in
                  accordance with any directions given by the Supplier;

         (h)      Distributor shall not alter, secure, remove, conceal or
                  otherwise interfere with any markings, patent plates, labels,
                  numbers or nameplates or other indication of the source of
                  origin of the Products and sell the same in the same packages
                  in which the Products are supplied to the Distributor for
                  resale by it, except that the Distributor shall have the right
                  to attach a label to the Products and to the Products'
                  packaging indicating that the Distributor is an authorised
                  distributor of the Products and stating the address of the
                  Distributor or such other information as required by law;

         (i)      Distributor shall not reverse engineer, decompile of otherwise
                  attempt to discover the source code of any software in the
                  Products; except for approved programming requirements for
                  Network Operators.

         (j)      Distributor shall promptly pass to the Supplier details of any
                  complaints received from customers or others relating to the
                  Products and to pass on any information which may prejudice
                  sales of the Products.

         (k)      Distributor shall not make any promises, representations,
                  warranties or guarantees with reference to the Products except
                  such as are expressly authorised by the Supplier in writing;

         (l)      Distributor shall not, without the Supplier's consent, sell
                  any Products to any person who the Distributor knows or has
                  reasonable cause to believe will or may directly or indirectly
                  transfer or sell such Products to parties who will or may sell
                  such Products to other parties outside of the Territory;

         (m)      Distributor shall provide the Supplier on or prior to the 5th
                  day of each calendar month with a report detailing the opening
                  and closing stock of Products held on hand by the Distributor
                  in the previous month and describe all promotional activities
                  undertaken in relation to the Products in the Territory in the
                  previous month; and

         (n)      Distributor shall keep full and proper books of account and
                  records showing clearly all enquiries, quotations,
                  transactions and proceedings relating to the Products.

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<PAGE>

13.      DUTIES OF THE SUPPLIER

13.1     In addition to its other duties herein, the Supplier hereby agrees with
         the Distributor that it will during the continuance of this Agreement:

         (a)      use reasonable efforts to supply the Distributor with the
                  Products pursuant to the terms of the relevant Purchase Orders
                  and provide to the Distributor any information and advice
                  reasonably requested by the Distributor in connection with the
                  marketing, advertising, packing and product content of the
                  Products; and

         (b)      take such steps as the Supplier, in its sole discretion deems
                  as reasonable and necessary, to safeguard the rights herein
                  granted to the Distributor including such action as may be
                  reasonably necessary to protect the Supplier's Intellectual
                  Property in the Territory including without limitation,
                  entering into a registered user agreement with the
                  Distributor.

14.      CHANGES TO PRODUCTS

14.1     The Supplier is entitled upon giving thirty (30) days written notice to
         the Distributor to discontinue the production of any Products.

14.2     The Supplier is entitled to make changes to the specifications of the
         Products which do not materially adversely affect that Product's
         performance and shall give notice of such changes to the Distributor as
         soon as may be practical.

15.      TRADE MARKS AND TRADE NAMES

15.1     The Distributor shall not use in its corporate, firm or business name
         or otherwise or allow to be used by others, insofar as it may have any
         power to prevent such use, the name or any trade name or trademark
         adopted by the Supplier or any of its subsidiary, holding or associated
         companies or any word or name, or combination of words or names closely
         resembling any of them, provided that, during the term of this
         Agreement, the Distributor shall have the right to, and shall indicate
         to the public and to the trade by means of advertising, pamphlets,
         letterheads or other media that the Distributor is the authorised
         distributor of the Products.

15.2     The Distributor shall not do or omit to do anything in its use of the
         Trade Marks, which may or would adversely affect their validity.

15.3     The Distributor shall not, at any time during or within one year after
         termination of this Agreement, in connection with any business similar
         to that of the Supplier, adopt, use or register without the prior
         written consent of the Supplier a word or symbol or a combination of
         the two similar to the Trade Marks.

15.4     The Supplier makes no representation or warranty as to the validity or
         enforceability of the Trade Marks nor as to whether the Trade Marks
         infringe the intellectual property rights of third parties in the
         Territory.

15.5     The Distributor acknowledges that this Agreement does not operate to
         vest any right, title or interest in the Trade Marks in the
         Distributor, any use of the Trade Marks shall enure to the benefit of
         Supplier.



                                       10
<PAGE>

15.6     The Distributor shall immediately bring to the notice of the Supplier
         any improper or wrongful use in the Territory of the Trade Marks and
         the Distributor shall on being so requested by the Supplier and at the
         Supplier's cost assist in taking all steps to defend the rights of the
         Supplier including the institution at the Supplier's cost of any
         actions which it may deem necessary to commence for the protection of
         any of its rights.

15.7     The parties acknowledge that this Agreement does not grant any rights
         to use any third party trade marks; and any rights to use any third
         party trademarks granted to or made available to the Distributor
         pursuant to any agreement between the Supplier and the Distributor will
         be revocable at any time by the Supplier.

16.      ADVERTISING

16.1     The Distributor shall have the right, at its sole cost, to distribute
         advertising material throughout the Territory, provided that the form
         of such materials has first been provided to the Supplier and no
         objection has been received by the Distributor from the Supplier within
         15 days after receipt of such materials by the Supplier.

16.2     The Supplier agrees to make a co-op advertising program available to
         the Distributor in accord with the terms and conditions set forth in
         Schedule "4", which terms and conditions are subject to reasonable
         changes from time to time upon written notice from the Supplier to the
         Distributor. The Distributor may use the available balance in such
         account for advertising and promotion in accord with the provisions of
         Schedule 4.

17.      CONFIDENTIALITY AND DISCLOSURE

17.1     During the term of this Agreement and after termination or expiration
         of this Agreement for any reason the receiving party: shall keep the
         Confidential Information confidential; may not disclose the
         Confidential Information to another person except with the prior
         written consent of the disclosing party or in accordance with Clauses
         17.2 and 17.3 and may not use the Confidential Information for a
         purpose other than the performance of its obligations under this
         Agreement.

17.2     During the term of this Agreement the receiving party may disclose the
         Confidential Information to its employees (a "RECIPIENT") to the extent
         that it is reasonably necessary for the purposes of this Agreement. The
         receiving party shall ensure that each Recipient is made aware of and
         complies with all the receiving party's obligations of confidentiality
         under this Agreement as if the Recipient was a party to this Agreement.

17.3     Clauses 17.1 does not apply to Confidential Information which:

         (a)      can reasonably be demonstrated to be in the public domain
                  without any breach of the provisions of this Agreement;

         (b)      was known to the other party prior to its being disclosed;

         (c)      is disclosed on a confidential basis to consultants or
                  advisers of a party to assist that party in the carrying out
                  of the terms of this Agreement;

         (d)      is required to be disclosed by law; or

         (e)      is disclosed in proceedings taken by any party to this
                  Agreement for the enforcement of any rights or remedies under
                  this Agreement.


                                       11
<PAGE>

18.      INDEMNITY

18.1     Subject to the limitations set forth herein below, Supplier shall
         indemnify and defend Distributor with respect to any claim, suit or
         proceeding brought against Distributor by a third party, and pay all
         reasonable expenses related thereto, to the extent it is based upon a
         claim that any Product infringes upon any patent issued prior to the
         date of shipment or trademark or copyright provided, that Distributor:
         (i) promptly notify Supplier in writing of such claim, suit or
         proceeding; (ii) give Supplier the right to control the defense and
         settlement of any claim, suit or proceeding; and (iii) give assistance
         and full cooperation for the defense of same. If a Product is, or in
         Supplier's opinion might be, held to infringe as set forth above,
         Supplier may, at Supplier's option, replace or modify such Product so
         as to avoid infringement, or procure the right for Distributor to
         continue to use such Product. The provisions of the foregoing indemnity
         shall not apply with respect to any instances of alleged infringement
         based upon or arising out of the use of any Product: (i) in any manner
         for which the Product was not designed; (ii) that has been modified by
         Distributor or any third party; (iii) in connection with or in
         combination with any product, device or software that has not been
         supplied or approved by Supplier; (iv) compliance with the
         Distributor's designs, specifications or instructions; or (v) used in a
         manner that is not reasonably foreseeable. The foregoing indemnity
         shall be Distributor's sole and exclusive remedy and Supplier's entire
         liability and obligation with respect to any intellectual property
         infringement.

18.2     Distributor hereby assumes all liability for, and agrees to indemnify
         and defend Supplier and Supplier's officers, directors, agents and
         employees with respect to any claim, suit or proceeding brought against
         Supplier, and to pay all reasonable expenses related thereto, relating
         to or arising out of Distributor's provision of goods or services in
         connection with the Products excluding product liability claims arising
         from a defect in the Product or materials as provided by Supplier, or
         with respect to any instances of alleged infringement based upon or
         arising out of the use by Distributor of any Product: (i) in any manner
         for which the Product was not designed; (ii) that has been modified by
         Distributor; (iii) in connection with or in combination with any
         product, device or software that has not been supplied or approved by
         Supplier; or (iv) compliance with the Distributor's designs,
         specifications or instructions.

19.      TERMINATION OF AGREEMENT

19.1     Without prejudice to any other remedies available, including any right
         of either party to sue for any antecedent breach of this Agreement,
         either the Supplier or the Distributor shall have the right at any time
         by giving notice in writing to the other party to immediately terminate
         this Agreement, in any one or more of the following events:

         (a)      if the other party commits a material breach of any of the
                  terms or conditions in this Agreement, including but not
                  limited to, Distributor's failure to satisfy the 12 month
                  purchase requirement set forth in Clause 7.4, and fails to
                  remedy such breach within thirty (30) days of being provided
                  with written notice thereof;

         (b)      if the other party enters into liquidation whether
                  compulsorily or voluntarily (otherwise than for the purposes
                  of amalgamation or reconstruction) or compounds with its
                  creditors or takes or suffers any similar action in
                  consequence of debt;

                                       12
<PAGE>

         (c)      if the other party transfers all or a substantial portion of
                  its assets (otherwise than for the purposes of amalgamation,
                  reconstruction or reorganisation); or

         (d)      if, without fault of any party to this Agreement, the approval
                  of any government or regulatory body is revoked or denied or
                  any licence or consent is revoked or denied which would
                  prevent or make it impossible for the other party to perform
                  its duties under this Agreement.

20.      RESULTS OF TERMINATION AND EXPIRATION

20.1     Results of Termination or Expiration

         Each party's further rights and obligations cease immediately on
         termination of this Agreement but termination does not affect:

         a)       a party's accrued rights and obligations at the date of
                  expiration or termination; and

         b)       the continued existence and validity of the rights and
                  obligations of the parties under those Clauses which are
                  expressed to survive termination and any provisions of this
                  Agreement necessary for the interpretation or enforcement of
                  this Agreement.

20.2     On termination of this Agreement:

         a)       the Distributor shall be permitted, if Distributor is current
                  in its payment obligations to Supplier and unless this
                  Agreement terminated for Distributor's breach by Supplier, for
                  a period of three (3) months following termination to sell and
                  distribute those stocks of the Products as it may at the time
                  have in store or under its control;

         b)       on the expiry of the three (3) month period the Distributor
                  shall, at is own cost and expense, promptly return to the
                  Supplier or otherwise dispose of as the Supplier may instruct
                  all samples, instruction books, technical pamphlets,
                  catalogues, advertising materials, specifications and other
                  materials, documents or papers whatsoever sent to the
                  Distributor and relating to the Supplier's business (other
                  than correspondence which has passed between the parties)
                  which the Distributor may have in its possession or under its
                  control.

20.3     The Supplier is entitled to cancel all orders placed by the Distributor
         prior to the date of termination, which have been accepted by the
         Supplier without any liability of whatsoever nature to the Distributor.

21.      SUPPLIER'S UNDERTAKINGS

21.1     The Supplier represents and warrants to the Distributor that:

         (a)      the Supplier is a company duly incorporated in the Cayman
                  Islands and registered in Hong Kong and has full power and
                  authority to enter into this Agreement and to perform each and
                  every covenant and agreement herein contained;

         (b)      this Agreement has been duly authorised, executed and
                  delivered by the Supplier and constitutes a valid, binding and
                  legally enforceable agreement of the Supplier; and

         (c)      the execution and delivery of this Agreement and the
                  performance of the covenants and agreements herein contained
                  are not limited or restricted by and are not in conflict with
                  any contract, agreement or other instrument to which the
                  Supplier is bound.


                                       13
<PAGE>

22.      COSTS AND EXPENSES OF DISTRIBUTOR

22.1     Without limiting the generality of any provisions herein contained, the
         parties hereto agree and acknowledge that unless specifically stated
         otherwise herein, the Distributor shall be solely responsible for and
         shall bear the costs of all expenses it incurs associated with the
         marketing, sales and distribution Products in the Territory. The
         Distributor shall obtain all necessary governmental permits, licences
         and consents for the importation of the Products purchased by the
         Distributor and the Distributor further agrees to pay all charges,
         duties, fees, levies, tariffs and taxes which are assessed against the
         Products or the Distributor by any governmental department, agency or
         branch in the Territory. The Distributor shall be solely responsible
         for all costs incurred (including cost of shipping, insurance, duty
         charges and all other costs and charges) in delivering the Products
         from the Delivery Point to their final destination.

23.      FORCE MAJEURE

23.1     If a party is prevented, hindered or delayed from or in performing any
         of its obligations under this Agreement (other than a payment
         obligation) by an event of Force Majeure:

         a)       the affected party's obligations under this Agreement are
                  suspended while the event of Force Majeure continues and to
                  the extent that it is prevented, hindered or delayed;

         b)       as soon as reasonably possible after the start of the event of
                  Force Majeure the affected party shall notify the other party
                  in writing of the Force Majeure, the date on which the event
                  of Force Majeure started and the effects of the Force Majeure
                  on its ability to perform its obligations under this
                  Agreement;

         c)       if the affected Party does not comply with sub-clause b), it
                  forfeits its rights under sub-clause a);

         d)       the affected party shall make all reasonable efforts to
                  mitigate the effects of Force Majeure on the performance of
                  its obligations under this Agreement; and

         e)       as soon as reasonably possible after the end of Force Majeure
                  the affected party shall notify the other party that the Force
                  Majeure has ended and resume performance of its obligations
                  under this Agreement.

23.2     If the Force Majeure Event continues for more than six (6) months
         starting on the day the Force Majeure Event starts, either party may
         terminate this Agreement by giving not less than thirty (30) days
         notice to the other party.

24.      ASSIGNMENT AND SUBCONTRACTING

24.1     A party may not assign or transfer or purport to assign or transfer a
         right or obligation under this Agreement without having first obtained
         the other party's written consent, which is not to be unreasonably
         withheld or delayed.


                                       14
<PAGE>


24.2     Distributor may not subcontract the performance of any of its
         obligations under this Agreement.

25.      INTEREST

25.1     In respect of all moneys whatsoever to be paid by the Distributor to
         the Supplier pursuant to the terms of any contract or this Agreement
         and not paid on the due date or dates therefore shall accrue interest
         at the annual rate of [***] percent ([***]%) above Barclays Bank base
         rate at close of business on the first business day of the month in
         which such payment is due or at the highest rate permitted by law,
         whichever is less. Such interest shall accrue from the date such
         payment is due until such payment in full, except for payments in
         dispute as a result of product defects, irregularities or any other
         dispute resolved in Distributor's favor.

26.      NOTICES

26.1     Each notice, demand, certification or other communication given or made
         under this Agreement shall be in writing, in English and shall be
         delivered by hand or sent by registered mail or by facsimile
         transmission to the address of the respective party as shown below (or
         such other address as may be designated in writing to the other party
         hereto in accordance with the terms of this Clause)

         If to THE SUPPLIER:

         Attn              Vice President of Sales
         Address:          909 E. Lake Carolyn Parkway, Suite 1950
                           Irving, Texas 75039

                           Fax No: +1972 342-9738
         Copy to:          Legal Department


         If to THE DISTRIBUTOR:

         Attn:             Oscar Fumagali
         Address:          Brightstar Corporation
                           2010 N.W. 84th Ave.,
                           Miami, FL 33122.
         Fax No:           (305) 477-9072

         Copy to:          Kirkpatrick & Lockhart LLP
                           Miami Center, Suite 2000
                           201 S. Biscayne Boulevard
                           Miami, Florida 33131
                           Attn: Clayton E. Parker, Esq.
                           Fax: (305) 358-7095

         Any change to the name, address and facsimile numbers may be made at
         any time by giving fifteen (15) days prior written notice in accordance
         with this Clause. Any such notice, demand or other communication shall
         be deemed to have been received, if delivered by hand, at the time of
         delivery or, if posted, at the expiration of seven (7) days after the
         envelope containing the same shall have been deposited in the post
         maintained for such purpose, postage prepaid, or, if sent by facsimile,
         at the date of transmission if confirmed receipt is followed by postal
         notice.

                                       15
<PAGE>

27.      DISPUTE RESOLUTION

27.1     The parties will attempt in good faith to resolve any dispute or claim
         arising out of or relating to this Agreement promptly through
         negotiations between the respective senior executives of the parties
         who have authority to settle the same.

27.2     If the matter is not resolved through negotiation, the parties will
         within 7 days agree to resolve the dispute or claim through an
         Alternative Dispute Resolution (ADR) procedure. If the parties do not
         agree to resolve the dispute or claim by ADR or if the matter has not
         been resolved by an ADR procedure within 30 days of the initiation of
         such procedure, the dispute shall be referred to litigation.

27.3    The provisions of Clauses 27.1 and 27.2 shall not apply to any claims by
        any party relating to a breach of confidentiality or an infringement of
        Intellectual Property Rights.

27.3    Subject to Clause 27.3, the parties each agree not to commence legal
        proceedings on any matter until the procedures in Clauses 27.1 and 27.2
        shall have been complied with provided that nothing in this Clause shall
        prevent any party from applying for injunctive or other equitable relief
        to protect its interests.

28.      EXPORT CONTROL.

28.1     Distributor shall comply with all export and import laws and
         restrictions and regulations of any national or foreign agency or
         authority and shall not export or re-export any Products in violation
         of any such restrictions, laws or regulations, or without any necessary
         approvals. Distributor further acknowledges that the Products are
         subject to the export control laws and regulations of the U.K and the
         U.S. and other jurisdictions, and any amendments thereof. Distributor
         confirms that with respect to the Products, it shall not export or
         re-export Products, directly or indirectly, either to (i) any countries
         that are subject to U.S. export restrictions (currently including, but
         not necessarily limited to, Cuba, Iran, Iraq, Libya, North Korea,
         Sudan, and Syria); (ii) any end user who Distributor knows or has
         reason to know will utilize them in the design, development or
         production of nuclear, chemical or biological weapons; or (iii) any end
         user who Distributor knows or has reason to know has been prohibited
         from participating in the U.S. export transactions by any federal
         agency of the U.S. government. Distributor further acknowledges that
         the Products may include technical data subject to export and re-export
         restrictions imposed by U.S. law.

29.      GENERAL LIMITATION AND EXCLUSION OF LIABILITY

29.1     This Clause prevails over all other clauses and sets forth the entire
         liability of Supplier and Distributor, and sets out the sole and
         exclusive remedies of either party in respect of:

         a)       the performance, non performance or purported performance of
                  this Agreement; and

         b)       otherwise in relation to this Agreement or the entering into
                  or performance of this Agreement.

                                       16
<PAGE>

29.2     Neither party excludes or limits liability for death or personal injury
         to the extent that such injury results from the negligence (as such
         term is defined in the Unfair Contract Terms Act 1977) or wilful act or
         default of itself, its employees, agents or sub-contractors.

29.3     Except in regard to both parties' obligations regarding Confidential
         Information, and except as provided in Clause 18 above, neither
         Supplier nor Distributor shall be liable in any event for loss of
         revenue, loss of profits, loss of contracts, loss of savings, loss of
         data or any other indirect or consequential loss which may result from
         a breach of this Agreement or a Purchase Order or from any negligence
         or tort committed by such party or which may otherwise arise out of or
         in connection with a Purchase Order or this Agreement.

29.4     Notwithstanding anything to the contrary in this Agreement, but subject
         to Clause 18, in no event shall either party's aggregate liability to
         the other party arising out of or in connection with this Agreement or
         a Purchase Order at any time exceed an amount equal to the aggregate
         amount paid by Distributor under this Agreement in the twelve (12)
         months preceding the first event giving rise to the claim.

29.5     This Clause 29 shall survive completion or termination of any Purchase
         Order and this Agreement.

30.      MISCELLANEOUS

30.1     This Agreement constitutes the entire agreement between the parties
         with respect to the subject matter hereof and supersedes all prior
         agreements, undertakings, representations and warranties. It is
         expressly declared that no variation, release, discharge or
         modification to this Agreement shall be effective unless made in
         writing and signed by both parties.

30.2     A waiver by either party of any breach of any term of this Agreement by
         the other party shall not prevent the subsequent enforcement of that
         term and shall not be deemed a waiver of any subsequent breach.

30.3     If any provision of this Agreement is found by an arbitral, judicial or
         regulatory authority having jurisdiction to be void or unenforceable,
         such provision shall be deemed to be deleted from this Agreement, and
         the remaining provisions shall continue in full force and effect.

30.4     In any action or proceeding brought to enforce any provision of this
         Agreement, or where any provision is validly asserted as a defense, the
         prevailing party shall be entitled to recover reasonable attorneys'
         fees, including, attorneys' fees for any appeal and costs incurred in
         bringing such action or proceedings, in addition to any other available
         remedy.

30.5     Each of the parties shall from time to time promptly take such action,
         and execute and deliver such further documents as shall be reasonably
         required in order to fully perform the terms of, and carry out the
         intention of, this Agreement.

30.6     This Agreement shall be binding upon the parties and their respective
         successors and permitted assigns.

30.7     This Agreement may be executed in counterparts, each of which when
         executed and delivered shall be deemed to be an original. Such
         counterparts shall together (as well as separately) constitute one and
         the same instrument.



                                       17
<PAGE>

30.8     Subject to Clause 20, any termination or expiration of this Agreement
         shall not relieve either party of any obligation under this Agreement
         that is expressed to continue after termination or expiration and such
         provisions shall survive the expiration or earlier termination of this
         Agreement.

30.9     During the currency of this Agreement each of the parties shall comply
         with all applicable laws, regulations and orders and any requirements
         of any governmental authority relating to, without limitation, all
         operations, processes, or practices whatsoever which may directly or
         indirectly relate to this Agreement.

30.10    Nothing in this Agreement shall be construed as creating a partnership
         between the parties or as constituting either party as the agent or
         employee of the other party (save as expressly set out in this
         Agreement) for any purpose whatsoever and neither party shall have the
         authority or power to bind the other party or to contract in the name
         of or create a liability against the other party in any way or for any
         purpose.

30.11    This Agreement shall be governed by and construed in accordance with
         the laws of Texas, exclusive of its choice of law provisions, and each
         of the parties hereby irrevocably submits to the non-exclusive
         jurisdiction of the courts in Dallas County, Texas.

IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.



Signed   /s/ R. MARCELO CLAURE
       ----------------------------------------------

For and on behalf of BRIGHTSTAR CORP.



Signed   /s/  TIM ROBINSON
       ----------------------------------------------

For and on behalf of SENDO AMERICA, INC.


                                       18
<PAGE>


SCHEDULE 1
                        DISTRIBUTOR PRODUCTS AND PRICING



------------------------------------------------------------------------------
                                 DESCRIPTION
------------------------------------------------------------------------------
S251                                                                  $[***]USD
S230                                                                  $[***]USD
J530                                                                  $[***]USD

Related accessories

HKBL-02                                                               $[***]USD
CLBL-02                                                                [***]USD
EKBL-02                                                                [***]

LCTR-02                                                                [***]USD

NPBL-02                                                                [***]
CVSY-02                                                                [***]UDS

CVNP-02                                                                [***]USD
CVMS-02                                                                [***]USD
CVMR-02                                                                [***]USD
CVVP-02                                                                [***]SD
BTNM-02                                                                [***]USD
BTLI-02                                                                [***]USD
CHUK-02                                                                [***]USD
CHEU-02                                                                [***]USD



                                       19
<PAGE>
                                   SCHEDULE 2
                                    WARRANTY

     LIMITED WARRANTY

     Sendo America, Inc. ("SENDO") warrants, subject to the exclusions and
     limitations set forth below, that this cellular phone ("Product") is free
     from defects in material and workmanship that result in Product failure
     during normal usage, according to the following terms and conditions:

     1. The limited warranty for the Product extends for ONE (1) year beginning
     on the date of the purchase of the Product or FIFTEEN (15) from the date of
     its manufacture as determined by the date code in the Product.

     2. The limited warranty extends to the original purchaser of the Product
     ("Consumer") and is not assignable or transferable to any subsequent
     purchaser or user.

     3. The Limited warranty extends only to Consumers who purchase the Product
     in the market for its intended sale

     4. During the limited warranty period, SENDO will repair, or replace, at
     SENDO's sole option, any defective parts, or any parts that will not
     properly operate for their intended use with new or refurbished replacement
     items if such repair or replacement is needed because of malfunction or
     failure of the Product during normal usage. No charge will be made to the
     Consumer for any such parts. SENDO will also pay for the labor charges
     incurred by SENDO in repairing or replacing the defective parts. The
     limited warranty does not cover defects in appearance, cosmetic, decorative
     or structural items, including framing, and any non-operative parts. This
     limited warranty does not apply to any damage or failure to operate caused
     by use of the product other than in accordance with the instructions
     contained in the User Manual, or for periodic maintenance or repair due to
     normal wear and tear. SENDO's limit of liability under the limited warranty
     shall be the actual cash value of the Product at the time the Consumer
     returns the Product for repair, determined by the price paid by the
     Consumer for the Product less a reasonable amount for usage. SENDO shall
     not be liable for any other losses or damages. These remedies are the
     Consumer's exclusive remedies for breach of warranty.

     5. Upon request from SENDO, the Consumer must prove the date of the
     original purchase of the Product by a dated bill of sale or dated itemized
     receipt.

     5. The Consumer shall bear the cost of taking or shipping the Product to
     the place of purchase or the Customer Service Department of SENDO. If the
     Product was taken to the place of purchase, the Consumer shall bear the
     cost of retrieving the Product. If shipped to SENDO, SENDO shall bear the
     cost of shipping the Product back to the Consumer after the completion of
     service under this limited warranty and provided that repairs were required
     to be performed under this limited warranty.

     7. The Consumer shall have no coverage or benefits under this limited
     warranty if any of the following conditions are applicable:

     a) The Product has been subject to abnormal use, abnormal conditions,
     improper storage, exposure to moisture or dampness, unauthorized
     modifications, unauthorized connections, unauthorized repair, misuse,
     neglect, abuse, accident, alteration, improper installation, or other acts
     which are not the fault of SENDO, including damage caused by shipping.

     b) Physical damage to the surface of the Product, including scratches or
     cracks in or to the outside casing or LCD, or damages caused by dropping
     the Product.

                                       20
<PAGE>

     c) The Product has been damaged from external causes such as liquid, water,
     collision with an object, or from fire, flooding, sand, dirt, windstorm,
     lightening, earthquake or damage from exposure to weather conditions, an
     Act of God, or battery leakage, theft, blown fuse, or improper use of any
     electrical source, damage caused by computer or internet viruses, bugs,
     worms, Trojan Horses, cancelbots or damage caused by the connection to
     other products not recommended for interconnection by SENDO.

     d) The Product has been altered or repaired by anyone other than an
     approved SENDO service center or if it has been used with unapproved
     accessories or other ancillary items.

     e) For adaptations or adjustments made to the Product to comply with local
     standards in any country other than one for which the Product was designed
     and manufactured.

     f) Loss or integrity of any user data stored in the Product or any storage
     device used in conjunction with the Product at any time.

     g) The Customer Service Department at SENDO was not advised by the Consumer
     in writing of the alleged defect or malfunction of the Product within
     fourteen (14) days after the expiration of the applicable limited warranty
     period.

     h) The Product serial number plate or the accessory data code has been
     removed, defaced or altered.

     i) The defect or failure to operate was caused by defective function of the
     cellular system or by inadequate signal reception.

     8. If a problem develops during the limited warranty period, the Consumer
     shall take the following step-by-step procedure:

     a) The Consumer shall return the Product to the place of purchase for
     repair or replacement processing. Back up all data before returning the
     Product for repair. If the Consumer has sensitive information stored on the
     Product, the Consumer must copy it to another device and delete it from the
     Product before repair.

     b) If "a" is not convenient because of distance (more than 50 miles) or for
     other good cause, the Consumer may contact the Customer Service Department
     at SENDO, at the phone number listed on the bottom of the next page, for
     further instructions.

     c) The Consumer shall ship the Product prepaid and insured. Expenses
     related to removing the Product from an installation are not covered under
     this limited warranty.

     d) The Consumer will be billed for any parts or labor charges not covered
     by this limited warranty. The Consumer will be responsible for any expenses
     related to reinstallation of the Product.

     e) SENDO will repair or authorize the repair of the Product under the
     limited warranty within 30 days after receipt of the Product by SENDO or an
     SENDO authorized service center. If SENDO cannot perform repair covered
     under this limited warranty within 30 days, or after a reasonable number of
     attempts to repair the same defect, SENDO at its sole option, will provide
     a replacement Product or refund the purchase price of the Product less a
     reasonable amount for usage.

     f) If the Product is returned to the Customer Service Department at SENDO
     during the limited warranty period, but the problem with the Product is not
     covered under the terms and conditions of this limited warranty, the
     Consumer will be notified and given an estimate of the charges the Consumer
     must pay to have the Product repaired, with all shipping charges billed to


                                       21
<PAGE>

     the Consumer. If the estimate is refused, the Product will be returned
     freight collect. If the Product is returned to the Customer Service
     Department at SENDO after the expiration of the limited warranty period,
     SENDO's normal service policies shall apply and the Consumer will be
     responsible for all shipping charges.

     9. The Product consists of newly assembled equipment that may contain used
     components that have been reprocessed to allow machine compliance with
     Product performance and reliability specifications.

     10. ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
     PURPOSE OR USE, SHALL BE LIMITED TO THE DURATION OF THE FOREGOING LIMITED
     WRITTEN WARRANTY. OTHERWISE, THE FOREGOING LIMITED WARRANTY IS THE
     CONSUMER'S SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER
     WARRANTIES, EXPRESS OR IMPLIED. SENDO DOES NOT WARRANT UNINTERRUPTED OR
     ERROR FREE INTERNET OR DATA CONNECTIONS. SENDO SHALL NOT BE LIABLE FOR
     SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO,
     LOSS OF ANTICIPATED BENEFITS OR PROFITS, LOSS OF SAVINGS OR REVENUE,
     PUNITIVE DAMAGES, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT,
     LOSS OF DATA, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT OR
     FACILITIES, DOWNTIME, THE CLAIMS OF ANY THIRD PARTIES, INCLUDING CUSTOMERS,
     AND INJURY TO PROPERTY, RESULTING FROM THE PURCHASE OR USE OF THE PRODUCT
     OR ARISING FROM BREACH OF THE WARRANTY, BREACH OF CONTRACT, NEGLIGENCE,
     STRICT TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SENDO KNEW OF
     THE LIKELIHOOD OF SUCH DAMAGES. SENDO SHALL NOT BE LIABLE FOR DELAY IN
     RENDERING SERVICE UNDER THE LIMITED WARRANTY, OR LOSS OF USE DURING THE
     PERIOD THAT THE PRODUCT IS BEING REPAIRED OR LOSS OF DATA.

     11. Some jurisdictions do not allow limitation of how long an implied
     warranty lasts, so the above one year warranty limitation may not apply to
     you (the Consumer). Some jurisdictions do not allow the exclusion or
     limitation of incidental and consequential damages, so certain of the above
     limitations or exclusions may not apply to you (the Consumer). This limited
     warranty gives the Consumer specific legal rights and the Consumer may also
     have other rights that vary from jurisdiction to jurisdiction.

     12. SENDO neither assumes nor authorizes any authorized service center or
     any other person or entity to assume for it any other obligation or
     liability beyond that which is expressly provided for in this limited
     warranty including the provider or seller of any extended warranty or
     service agreement.

     13. This is the entire warranty between SENDO and the Consumer, and
     supersedes all prior and contemporaneous agreements or understandings, oral
     or written, and all communications relating to the Product, and no
     representation, promise or condition not contained herein shall modify
     these terms.

     14. This limited warranty allocates the risk of failure of the Product
     between the Consumer and SENDO. The allocation is recognized by the
     Consumer and is reflected in the purchase price of the Product.

     15. Any action or lawsuit for breach of warranty must be commenced within
     eighteen (18) months following delivery of the Product.

     16. Questions concerning this limited warranty may be directed to:
     www.sendo.com.

     17. The limited warranty period for SENDO accessories are specifically
     defined within their own warranty cards and packaging.



                                       22
<PAGE>

                                   SCHEDULE 3
                                 THE TRADE MARKS

The Licensors Trade Marks
European Community Trade Mark Office
<TABLE>

===========================================================================================================
<S>                                      <C>              <C>                        <C>
TRADE MARK NUMBER                        001278050        TYPE OF MARK:                       Word
===========================================================================================================
REGISTRATION DATE:                        13/05/02
===========================================================================================================
NICE CLASSIFICATION:            9, 16, 37, 38, 42
===========================================================================================================
TRADE MARK NUMBER               001354802
===========================================================================================================
REGISTRATION DATE:                        13/05/02        TYPE OF MARK:              Figurative
===========================================================================================================
NICE CLASSIFICATION:            9, 16, 37, 38, 42
===========================================================================================================
TRADE MARK NUMBER                                                001675974
===========================================================================================================
REGISTRATION DATE:                        09/11/01        TYPE OF MARK:                    Figurative
===========================================================================================================
NICE CLASSIFICATION:            9, 16, 37, 38, 42
===========================================================================================================
</TABLE>

and such other trademarks and logos as the Supplier has applied for, or may
apply for, in any part of the world.


                                       23
<PAGE>


                                   SCHEDULE 4



2002 CO-OP ADVERTISING GUIDELINES

BASIC GUIDELINES

1.       SENDO will accrue for the Distributor an amount equal to [***]% of
         handsets paid for by the Distributor. The accrual will be determined by
         the actual invoice price of the eligible handsets minus any deductions
         for other rebates and/or other accruals.

2.       The Distributor may order directly from SENDO point-of-purchase
         articles, dummy handsets and other marketing materials ("SENDO
         Materials") as soon as any Co-op funds accrue to the benefit of the
         Distributor.

         SENDO will provide the Distributor a periodic written report of the
         amount of Co-op funds accrued for the Distributor's use, less any
         deductions for SENDO Materials purchased by the Distributor directly
         from SENDO. The available Co-op funds must be used in the calendar year
         accrued, or within three (3) months thereafter, or longer given mutual
         agreement. Funds not used within the eligible period will expire and no
         longer be available to the Distributor.

3.       The Distributor must use available Co-op funds only on media placements
         agreed between the parties in accordance with the guidelines in this
         Schedule 4 as well as the guidelines issued from time to time by SENDO.

4.       The actual use of Co-op funds will require SENDO and the Distributor to
         enter into a "Promotional Understanding Form" ("PUF") that will
         describe the type and amount of funds to be spent for each marketing
         activity in support of SENDO promotion and must be agreed jointly.

5.       All advertising that mentions or displays SENDO products, whether
         purchased with Co-op funds or not, must comply with the current SENDO
         Brand (logo) Guidelines as are provided to the Distributor by SENDO and
         amended from time to time.

6.       The Distributor must ensure that all advertising placed by the
         Distributor with these funds, and any other advertising which mentions
         or identifies SENDO products, including any promotions, sweepstakes and
         contests, must comply with all applicable laws. In addition, contest,
         promotion and sweepstakes materials that are SENDO-related must be
         submitted to SENDO's legal department for approval. The Distributor
         indemnifies and holds harmless SENDO, its affiliates and agents, for
         any loss, liability or damage associated with any such advertising,
         promotions, sweepstakes and contests.

7.       SENDO offers these Co-op funds for the Distributor's marketing and
         advertising use. The mix and type of marketing and advertising
         recommended by the Operator must be approved by SENDO.

PRINT CO-OP

ELIGIBLE PRINT MEDIA AND REQUIREMENTS

Types of print media that are eligible are:

         Newspaper Advertising              Posters
         Custom Product Literature          Magazines
         Point-of Purchase Displays         Banners
         Direct Mailers                     Outdoor (e.g. billboards)

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<PAGE>


SENDO'S REQUIREMENTS:

1.   All print media requires a photograph (illustrations are not permitted) of
     a SENDO handset and, where possible, one or more SENDO accessories, with
     the SENDO name clearly visible in all cases, actual product size preferred
     (with a notation stating so). The ad headline and text should identify
     reasons to purchase the SENDO Products and Accessories advertised. The
     SENDO logo must be prominently displayed in the ad. When SENDO Accessories
     are advertised, the SENDO logo must also be used.

2.   All print media requires placement of the SENDO logotype and correct PMS
     color (if a color ad) shall be used. No SENDO, logo must ever be placed
     outside the border of any advertisement. All SENO logos must be displayed
     no less prominently than any other logos in the ad.

3.   The SENDO logo must have sufficient empty space surrounding it and must
     comply with the then current official SENDO logo guidelines. All print
     media with photographs or illustrations of SENDO products must contain a
     copyright legend at the bottom of the piece, for example "(C) 2002 Sendo."
     (where the date in the legend is the current date of the publication).

4.   All print media containing a SENDO name, logo, model number or slogan must
     contain a trademark legend at the bottom of the piece, for example "Sendo
     and the Model S251 phone are trademarks of SENDO International Limited
     and/or its affiliates." (where only those phone types, slogans and logos
     actually appearing in the piece are included in the trademark statement).

TV CO-OP

SENDO'S REQUIREMENTS:

1.   On 30 second and 60 second spots, the SENDO name must be mentioned at least
     the number of times required by SENDO's then current official Co-op
     Guidelines. There must also be a close-up of a SENDO phone with the SENDO
     name clearly visible and displayed for the minimum period of time required
     by SENDO's then current official Co-op Guidelines. The screen of the phone
     must accurately represent an actual screen, with power and strength bars
     full; a blank screen is not permitted.

2.   Where applicable, SENDO will also require inclusion of the copyright and
     trademark statements described in the print media section of this Schedule.


RADIO CO-OP

SENDO'S REQUIREMENTS:

1.   On 30 second and 60 second spots, the SENDO name and, where appropriate,
     other SENDO-required content, must be mentioned at least the minimum number
     of times and for the minimum period of time required by SENDO's then
     current official Co-op Guidelines.

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                                   SCHEDULE 5

                            SPECIAL ASSIGNMENT AREAS


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