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                                                                 EXHIBIT 10.52

                                AMENDMENT NO. 1
                             TO PURCHASE AGREEMENT


         This Amendment No. 1 (the "Amendment") entered into on this _ day of
July, 2004, amends the Purchase Agreement (the "Agreement") dated July 1, 2004,
entered into by and among BRIGHTSTAR CORP., a Delaware corporation
("Brightstar"), RAUL MARCELO CLAURE ("Claure"), BRIGHTSTAR GUATEMALA, S.A., an
entity formed under the laws of Guatemala (the "Company") and J Y M
INMOBILIARIA, S.A. DE C.V., an entity formed under the laws of the Republic of
El Salvador ("Seller") and acknowledged and accepted by Seller's sole
shareholder, ANA MARGARITA FLORES DE MARTINEZ ("Margarita") and SEBASTIAN DE
JESUS MARTINEZ ("Sebastian"). The capitalized terms not defined herein shall
have the same meaning as provided in the Agreement.

                                   RECITALS:

         WHEREAS, the Brightstar, Claure and Seller entered into the Agreement
dated July 1, 2004, which Agreement was acknowledged and accepted by Margarita
and Sebastian; and

         WHEREAS the parties to the Agreement wish to amend certain terms of
the Agreement;

         NOW THEREFORE IT IS AGREED AS FOLLOWS:

         1.       The recitals set forth above are true and correct and are
                  hereby incorporated by reference.

         2.       The last sentence in Section 3(d) shall be deleted in its
                  entirety and replaced with the following:

                           The number of shares of Brightstar Stock transferred
                           to Seller pursuant to subsection (ii) herein shall
                           be Fifteen Thousand Nine-Hundred Eighty Three
                           (15,983) shares (the dollar value reflected in
                           subsection (ii) herein divided by Twelve US Dollars
                           (US$12)).

         3.       The last sentence in subsection 4(b) shall be deleted in its
                  entirety and replaced by the following:

                           For purposes of this Section 4(b), the number of
                           shares transferred to Seller pursuant to subsection
                           (b)(ii) hereof shall be calculated by dividing the
                           dollar value reflected in subsection (b)(ii) hereof
                           by Twelve US Dollars (US$12) unless Brightstar has
                           undergone an initial public offering. If, by the
                           time the payment is due pursuant to the terms of
                           this Section 4(b), Brightstar has already undergone
                           its initial public offering, the closing price of
                           the Brightstar Stock on the day immediately
                           preceding the date that the Prepayment Refund is
                           due, as listed on a the Nasdaq National Market, the
                           Nasdaq SmallCap Market, the American Stock Exchange,
                           the OTC Bulletin


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                           Board or the New York Stock Exchange, whichever is
                           at the time the principal trading exchange or market
                           for the stock of Brightstar.

         4.       In subsection (c)(ii) of Section 7, the words "fifteen (15)
                  calendar days" shall be replaced with "thirty (30) calendar
                  days".

         5.       All other provisions of the Agreement remain in full force
                  and effect.

        The undersigned have executed this Amendment as of the date set forth
above and each acknowledges that they have read and understood the foregoing
Amendment,


                                      BRIGHTSTAR:
                                      BRIGHTSTAR CORP.

                                      By: /s/ R. Marcelo Claure
                                          -------------------------------------
                                          R. Marcelo Claure, President


                                      CLAURE:

                                      /s/ R. Marcelo Claure
                                      -----------------------------------------
                                      R. MARCELO CLAURE, Individually


                                      COMPANY:
                                      BRIGHTSTAR GUATEMALA, S.A.

                                      By:
                                      Name:
                                      Title:


                                      SELLER:
                                      J Y M INMOBILIARIA, S.A. DE C.V.

                                      By: /s/ Ana Margarita Flores de Martinez
                                          -------------------------------------
                                          Name: Ana Margarita Flores de Martinez
                                          Title: Representente legal

THIS AGREEMENT WAS ACKNOWLEDGED AND AGREED TO ON THIS 28 DAY OF JULY, 2004 BY:


                                      SELLER'S SHAREHOLDERS:

                                      /s/ Ana Margarita Flores de Martinez
                                      -----------------------------------------
                                      Ana Margarita Flores de Martinez


                                      /s/ Sebastian de Jesus Martinez
                                      -----------------------------------------
                                      Sebastian de Jesus Martinez


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