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                                                                   EXHIBIT 10.39

                 AMENDMENT NO. 5 AND CONSENT TO CREDIT AGREEMENT

                  AMENDMENT NO. 5 AND CONSENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of July 7, 2003 among BRIGHTPOINT NORTH AMERICA L.P., a
Delaware limited partnership ("Brightpoint"), and WIRELESS FULFILLMENT SERVICES
LLC, a California limited liability company ("Wireless", together with
Brightpoint, the "Borrowers"), the other Credit Parties signatory to the
hereinafter defined Credit Agreement; GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (in its individual capacity, "GE Capital"), for itself, as
Lender, and as Agent for Lenders ("Agent"), and the other Lenders signatory to
the hereinafter defined Credit Agreement.

                              W I T N E S S E T H :

                  WHEREAS, the Borrowers, the other Credit Parties, Agent and
Lenders are party to that certain Credit Agreement, dated as of October 31, 2001
(as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement");

                  WHEREAS, on and subject to the terms and conditions hereof,
the Borrower and the other Credit Parties have requested that Agent and Lender,
and Agent and Lender are willing to, consent to (i) the acquisition by
Brightpoint of Brightpoint Activation Services LLC, an Indiana limited liability
company ("BAS") and (ii) the joinder of BAS as a "Credit Party" to the Credit
Agreement and the other Loan Documents, and to amend certain provisions of the
Credit Agreement to reflect such actions, all as set forth herein; and

                  WHEREAS, this Amendment shall constitute a Loan Document and
these Recitals shall be construed as part of this Amendment; capitalized terms
used herein without definition are so used as defined in Annex A to the Credit
Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto hereby agree as follows:

                  1.       Amendments to Credit Agreement.

                  (a)      Section 1.3(b) to the Credit Agreement is amended by
inserting the language ", BAS" immediately prior to the phrase "or any Borrower"
located in the third line of clause (ii) therein.

                  (b)      Section 3.1 to the Credit Agreement is amended by
inserting the language "and BAS" immediately following the phrase "Each
Borrower" in the first line therein.

                  (c)      Section 6.3 to the Credit Agreement is amended as
follows:

                           (i)      By renumbering clause (vi) to subsection (a)
                                    therein to read as new clause "(vii)"; and

                           (ii)     By adding a new clause (vi) immediately
                                    following the conclusion of clause (v)
                                    therein to read as follows:

                                    "; (vi) Indebtedness consisting of
                                    intercompany loans and advances made by
                                    Brightpoint to BAS; provided that, (A) BAS
                                    shall have executed and delivered to
                                    Brightpoint, prior to any such intercompany
                                    loan or advance, an Intercompany Note to
                                    evidence any such intercompany Indebtedness,
                                    which Intercompany Note shall

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                                    be pledged and delivered to Agent pursuant
                                    to the Brightpoint Pledge Agreement as
                                    additional collateral security for the
                                    Obligations; (B) each of Brightpoint and BAS
                                    shall record all intercompany transactions
                                    on its books and records in a manner
                                    satisfactory to Agent; (C) the obligations
                                    under any such Intercompany Notes shall be
                                    subordinated to the Obligations in a manner
                                    satisfactory to Agent; (D) at the time any
                                    such intercompany loan or advance is made
                                    and after giving effect thereto, each of
                                    Brightpoint and BAS shall be Solvent; (E) no
                                    Event of Default would occur and be
                                    continuing after giving effect to any such
                                    proposed intercompany loan or repayment; and
                                    (F) the aggregate amount of such
                                    intercompany loans owing by BAS to
                                    Brightpoint shall at no time exceed
                                    $1,000,000."

                  (d)      Section 6.6 to the Credit Agreement is amended by
inserting the following proviso immediately prior to the conclusion thereof:

                           "provided, that with respect to BAS, such Guaranteed
                           Indebtedness shall be (i) provided by Brightpoint
                           pursuant to a limited guaranty substantially in the
                           form of Exhibit 6.6 and (ii) in an amount not
                           exceeding, in the aggregate, $6,000,000; provided
                           further, that no payment by Brightpoint on such
                           Guaranteed Indebtedness relating to BAS shall be made
                           after the occurrence of an Event of Default pursuant
                           to Section 8.1(e)."

                  (e)      Section 6.7 to the Credit Agreement is amended
removing the word "and" immediately preceding subsection (c) thereof and
inserting a new subsection (d) immediately following section (c) thereof to read
as follows:

                           "; and (d) Liens with respect to the assets of BAS
                           created after the date hereof by conditional sale or
                           other title retention agreements or by the granting
                           of security interests to third parties who sell to
                           BAS (whether outright, conditionally or through
                           consignment or bailment) wireless devices or other
                           property with respect to which BAS provides
                           services."

                  (f)      Section 6.14 to the Credit Agreement is amended by
deleting subsection (a) thereof in its entirety and replacing such subsection
with the following:

                           "(a) intercompany loans and advances between
                           Borrowers or between Brightpoint and BAS to the
                           extent permitted by Section 6.3".

                  (g)      Annex A to the Credit Agreement is amended as
follows:

                                    (i)     The definition of "Change Control"
                           is amended as follows:

                                            (A)      By deleting the word "or"
                                    immediately preceding subsection (f)
                                    thereof; and

                                            (B)      By adding a new subsection
                                    (g) thereto immediately following subsection
                                    (f) thereof to read as follows:

                                                           "; or (g) Brightpoint
                                            ceases to directly own and control
                                            all of the economic and voting
                                            rights associated with all of the
                                            outstanding Stock of BAS"

                                    (ii)    The definition of "Collateral" is
                           amended by deleting the words

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                           "Security Agreement" located on the first line
                           therein and replacing it with the phrase "Security
                           Agreements".

                                    (iii)   The definition of "Collateral
                           Documents" is amended by deleting the words "Security
                           Agreement" on the first line therein and replacing it
                           with the phrase "Security Agreements".

                                    (iv)     The definition of "Credit Parties"
                           is amended by inserting the following language
                           immediately prior to the conclusion thereof:
                           "including, without limitation, BAS."

                                    (v)      The definition of "Guaranties" is
                           amended by inserting the phrase ", the Subsidiary
                           Guaranty" immediately following the phrase "the
                           Holding Company Guaranty" located in the first line
                           therein.

                                    (vi)     The definition of "Guarantors" is
                           amended by inserting the phrase "including, without
                           limitation, BAS" immediately prior to the conclusion
                           thereof.

                                    (vii)    The definition of "Security
                           Agreement" is amended by deleting such definition in
                           its entirety and replacing it as follows:

                                                     "Security Agreements" means
                                             (i) the Security Agreement of even
                                             date herewith entered into by and
                                             among Agent, on behalf of itself
                                             and Lenders and Borrowers and (ii)
                                             the Security Agreement dated as of
                                             July 7, 2003 entered into by and
                                             among Agent, on behalf of itself
                                             and Lenders and each Subsidiary
                                             that is a signatory thereto.

                                    (viii)   The following definitions are added
                           to Annex A to the Credit Agreement in alphabetical
                           order among the definitions appearing therein:

                                                     "BAS" means Brightpoint
                                             Activation Services LLC, an Indiana
                                             limited liability company.

                                                     "Holding Company Guaranty"
                                             means that certain guaranty of even
                                             date herewith by the Holding
                                             Companies of Borrower in favor of
                                             Agent, on behalf of Lenders.

                                                     "Subsidiary Guaranty" means
                                             that certain guaranty dated as of
                                             July 7, 2003 by BAS in favor of
                                             Agent, on behalf of Lenders.

                  (h)      New Exhibit 6.6 (Form of Brightpoint limited
guaranty) is attached hereto as Exhibit A.

                           2.       Consent and Limited Waiver to Acquisition
and Joinder of BAS. Agent and Lenders hereby expressly consent to (i) the
acquisition by Brightpoint of BAS as its wholly-owned Subsidiary, (ii) the
assignment and transfer of the National Wholesale Distribution Agreement between
Sprint Spectrum L.P. and Brightpoint from Brightpoint to BAS; and (iii) the
joinder of BAS to the Credit Agreement as a "Credit Party" therein. Such
consents are only applicable and shall only be effective in the specific
instances and for the specific purposes for which made or given.

                           3.       Joinder to Credit Agreement. BAS hereby
acknowledges, agrees and confirms that, by its execution of this Amendment, it
will be deemed to be party to the Credit Agreement

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and a "Credit Party" for all purposes of the Credit Agreement and the other Loan
Documents, and shall have all of the obligations of a Credit Party thereunder as
if it has executed the Credit Agreement and the other Loan Documents. BAS hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Credit Agreement and in the Loan
Documents which are binding upon the Credit Parties, including, without
limitation (a) all of the representations and warranties of the Credit Parties
set forth in the Credit Agreement and the other Loan Documents, as supplemented
from time to time in accordance with the terms thereof and (b) all of the
covenants set forth in the Credit Agreement and the other Loan Documents.

                           4.       Representations and Warranties of Credit
Parties. In order to induce Agent and Lenders to enter into this Amendment, each
Credit Party hereby jointly and severally represents and warrants to Agent and
Lenders that:

                           (a)      Representations and Warranties. After giving
effect to this Amendment, no representation or warranty of any Credit Party
contained in the Credit Agreement or any of the other Loan Documents, including
this Amendment, shall be untrue or incorrect in any material respect as of the
date hereof, except to the extent that such representation or warranty expressly
relates to an earlier date.

                           (b)      Authorization, etc. Each Credit Party has
the power and authority to execute, deliver and perform this Amendment. Each
Credit Party has taken all necessary action (including, without limitation,
obtaining approval of its stockholders, if necessary) to authorize its
execution, delivery and performance of this Amendment. No consent, approval or
authorization of, or declaration or filing with, any Governmental Authority, and
no consent of any other Person, is required in connection with any Credit
Party's execution, delivery and performance of this Amendment, except for those
already duly obtained. This Amendment has been duly executed and delivered by
each Credit Party and constitutes the legal, valid and binding obligation of
each Credit Party, enforceable against it in accordance with its terms. No
Credit Party's execution, delivery or performance of this Amendment conflicts
with, or constitutes a violation or breach of, or constitutes a default under,
or results in the creation or imposition of any Lien upon the property of any
Credit Party by reason of the terms of (i) any contract, mortgage, lease,
agreement, indenture or instrument to which any Credit Party is a party or which
is binding upon it, (ii) any law or regulation or order or decree of any court
applicable to any Credit Party, or (iii) the certificate or articles of
incorporation or by-laws of any Credit Party.

                           (c)      No Default. No Default or Event of Default
has occurred or is continuing, or would result after giving effect hereto.

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                           5.       Conditions to Effectiveness. The
effectiveness of this Amendment is expressly conditioned upon the satisfaction,
and delivery to Agent (on behalf of itself and Lenders), of each condition set
forth in this Section 5 on or prior to the date hereof:

                           (a)      Documentation. Duly executed originals of
         this Amendment from each Credit Party and from Requisite Lenders.

                           (b)      Schedules to Credit Agreement. Copies of all
         schedules to the Credit Agreement revised pursuant to the terms of this
         Amendment.

                           (c)      Security Agreement. Duly executed originals
         of the Security Agreement, dated the date hereof by and between BAS and
         Agent, on behalf of itself and Lenders, and all instruments, documents
         and agreements executed pursuant thereto.

                           (d)      Insurance. Satisfactory evidence that the
         insurance policies required by Section 5.4 of the Credit Agreement are
         in full force and effect, together with appropriate evidence showing
         loss payable and/or additional insured clauses or endorsements and
         showing BAS as a named insured therein, as requested by Agent, in favor
         of Agent, on behalf of Lenders.

                           (e)      Security Interests and Code Filings.

                                    (i)      Evidence satisfactory to Agent that
                  Agent (for the benefit of itself and Lenders) has a valid and
                  perfected first priority security interest in the Collateral
                  of BAS (excluding those Liens permitted pursuant to Section
                  6.7 of the Credit Agreement), including (x) such documents
                  duly executed by BAS (including financing statements under the
                  Code (both pre-revision and post-revision) and other
                  applicable documents under the laws of any jurisdiction with
                  respect to the perfection of Liens) as Agent may request in
                  order to perfect its security interests in the Collateral and
                  (y) copies of Code search reports listing all effective
                  financing statements that name BAS as debtor, together with
                  copies of such financing statements, none of which shall cover
                  the Collateral (except those permitted pursuant to Section 6.7
                  of the Credit Agreement).

                                    (ii)     Control Letters from all issuers of
                  uncertificated securities and financial assets held by
                  Brightpoint with respect to BAS.

                           (f)      Intellectual Property Security Agreements.
         Duly executed originals of a Trademark Security Agreement, Copyright
         Security Agreement and Patent Security Agreement, each dated the date
         hereof and signed by BAS, all in form and substance reasonably
         satisfactory to Agent, together with all instruments, documents and
         agreements executed pursuant thereto.

                           (g)      Subsidiary Guaranty. Duly executed originals
         of the Subsidiary Guaranty, dated the date hereof, and all documents,
         instruments and agreements executed pursuant thereto.

                           (h)      Cash Management System; Deposit Account
         Agreements. Evidence satisfactory to Agent that, as of the date hereof,
         Cash Management Systems complying with Annex C to the Credit Agreement
         with respect to BAS have been established and are currently being
         maintained in the manner set forth in such Annex C, together with
         copies of duly executed tri-party account agreements, reasonably
         satisfactory to Agent, with the banks as required by Annex C to the
         Credit Agreement.

                           (i)      Articles of Organization and Good Standing.
         BAS's (i) articles of

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         organization and all amendments thereto, (ii) certificates of existence
         in its state of organization and (iii) good standing certificates
         (including verification of tax status) and certificates of
         qualification to conduct business in each jurisdiction where its
         ownership or lease of property or the conduct of its business requires
         such qualification, each dated a recent date prior to the date hereof
         and certified by the applicable Secretary of State or other authorized
         Governmental Authority.

                           (j)      Operating Agreement and Resolutions. BAS's
         (i) operating agreement, together with all amendments thereto and (ii)
         resolutions of Brightpoint Holdings and Brightpoint, approving and
         authorizing the execution, delivery and performance of the Loan
         Documents to which it is a party and the transactions to be consummated
         in connection therewith, each certified as of the date hereof by the
         corporate secretary or an assistant secretary of Brightpoint Holdings
         (in its capacity as general partner of Brightpoint, the sole member and
         sole manager of BAS) as being in full force and effect without any
         modification or amendment.

                           (k)      Incumbency Certificates. Signature and
         incumbency certificates of the officer(s) of Brightpoint Holdings (the
         general partner of Brightpoint, which is the sole member and sole
         manager of BAS) executing any of the Loan Documents on behalf of BAS,
         certified as of the date hereof by the corporate secretary of
         Brightpoint Holdings as being true, accurate, correct and complete.

                           (l)      Opinion of Counsel. Duly executed originals
         of opinion of Baker & Daniels, counsel for BAS, together with any local
         counsel opinions reasonably requested by Agent, each in form and
         substance reasonably satisfactory to Agent and its counsel, dated the
         date hereof, and each accompanied by a letter addressed to such counsel
         from BAS, authorizing and directing such counsel to address its opinion
         to Agent, on behalf of Lenders, and to include in such opinion an
         express statement to the effect that Agent and Lenders are authorized
         to rely on such opinion.

                           (m)      Pledge Amendment. Duly executed originals of
         the pledge amendment to the Brightpoint Pledge Agreement accompanied by
         the original Intercompany Notes and other instruments evidencing
         Indebtedness being pledged pursuant to such pledge amendment, duly
         endorsed in blank.

                           (n)      Other Documents. All other agreements,
         certificates and other documents as Agent any reasonably request to
         accomplish the purposes of this Amendment.

                           6.       Reference to and Effect on Loan Documents.

                           (a)      Ratification. Except as specifically
         provided in this Amendment, the Credit Agreement and the other Loan
         Documents shall remain in full force and effect and each Credit Party
         hereby ratifies and confirms each such Loan Document.

                           (b)      No Waiver. Except as specifically provided
         in this Amendment, the execution, delivery and effectiveness of this
         Amendment shall not operate as a waiver or forbearance of any right,
         power or remedy of Agent or any Lender under the Credit Agreement or
         any of the other Loan Documents, or constitute a consent, waiver or
         modification with respect to any provision of the Credit Agreement or
         any of the other Loan Documents. Upon the effectiveness of this
         Amendment each reference in (a) the Credit Agreement to "this
         Agreement," "hereunder," "hereof," or words of similar import and (b)
         any other Loan Document to "the Agreement" shall, in each case and
         except as otherwise specifically stated therein, mean and be a
         reference to the Credit Agreement as amended hereby.

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                           7.       Affirmation of Guarantors. By its signature
         set forth below, each Guarantor hereby confirms to Agent and Lenders
         that, after giving effect to the foregoing Amendment and the
         transactions contemplated thereby, the Guaranty of such Guarantor and
         each other Loan Document to which such Guarantor is a party continues
         in full force and effect and is the legal, valid and binding obligation
         of such Guarantor, enforceable against such Guarantor in accordance
         with its terms, except as enforceability may be limited by applicable
         bankruptcy, insolvency, or similar laws affecting the enforcement of
         creditors' rights generally or by equitable principles relating to
         enforceability.

                           8.       Miscellaneous.

                           (a)      Successors and Assigns. This Amendment shall
         be binding on and shall inure to the benefit of the Credit Parties,
         Agent and Lenders and their respective successors and assigns, except
         as otherwise provided herein. No Credit Party may assign, transfer,
         hypothecate or otherwise convey its rights, benefits, obligations or
         duties hereunder without the prior express written consent of Agent and
         Lenders. The terms and provisions of this Amendment are for the purpose
         of defining the relative rights and obligations of the Credit Parties,
         Agent and Lenders with respect to the transactions contemplated hereby
         and there shall be no third party beneficiaries of any of the terms and
         provisions of this Amendment.

                           (b)      Entire Agreement. This Amendment, including
         all schedules and other documents attached hereto or incorporated by
         reference herein or delivered in connection herewith, constitutes the
         entire agreement of the parties with respect to the subject matter
         hereof and supersedes all other understandings, oral or written, with
         respect to the subject matter hereof.

                           (c)      Fees and Expenses. As provided in Section
         11.3 of the Credit Agreement, the Borrowers agree to pay on demand all
         fees, costs and expenses incurred by Agent in connection with the
         preparation, execution and delivery of this Amendment.

                           (d)      Headings. Section headings in this Amendment
         are included herein for convenience of reference only and shall not
         constitute a part of this Amendment for any other purpose.

                           (e)      Severability. Wherever possible, each
         provision of this Amendment shall be interpreted in such a manner as to
         be effective and valid under applicable law, but if any provision of
         this Amendment shall be prohibited by or invalid under applicable law,
         such provision shall be ineffective to the extent of such prohibition
         or invalidity, without invalidating the remainder of such provision or
         the remaining provisions of this Amendment.

                           (f)      Conflict of Terms. Except as otherwise
         provided in this Amendment, if any provision contained in this
         Amendment is in conflict with, or inconsistent with, any provision in
         any of the other Loan Documents, the provision contained in this
         Amendment shall govern and control.

                           (g)      Counterparts. This Amendment may be executed
         in any number of separate counterparts, each of which shall
         collectively and separately constitute one agreement. Delivery of an
         executed signature page to this Amendment by telecopy shall be
         effective as delivery of a manually executed signature page to this
         Amendment.

                           (h)      Incorporation of Credit Agreement. The
         provisions contained in Sections 11.9 and 11.13 of the Credit Agreement
         are incorporated herein by reference to the same extent as

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         if reproduced herein in their entirety, except with reference to this
         Amendment rather than the Credit Agreement.

                           (i)      Acknowledgment. Each Credit Party hereby
         acknowledges its status as a Credit Party and affirms its obligations
         under the Credit Agreement and represents and warrants that there are
         no liabilities, claims, suits, debts, liens, losses, causes of action,
         demands, rights, damages or costs, or expenses of any kind, character
         or nature whatsoever, known or unknown, fixed or contingent
         (collectively, the "Claims"), which any Credit Party may have or claim
         to have against Agent or any Lender, or any of their respective
         affiliates, agents, employees, officers, directors, representatives,
         attorneys, successors and assigns (collectively, the "Lender Released
         Parties"), which might arise out of or be connected with any act of
         commission or omission of the Lender Released Parties existing or
         occurring on or prior to the date of this Amendment, including, without
         limitation, any Claims arising with respect to the Obligations or any
         Loan Documents. In furtherance of the foregoing, each Credit Party
         hereby releases, acquits and forever discharges the Lender Released
         Parties from any and all Claims that any Credit Party may have or claim
         to have, relating to or arising out of or in connection with the
         Obligations or any Loan Documents or any other agreement or transaction
         contemplated thereby or any action taken in connection therewith from
         the beginning of time up to and including the date of the execution and
         delivery of this Amendment. Each Credit Party further agrees forever to
         refrain from commencing, instituting or prosecuting any lawsuit, action
         or other proceeding against any Lender Released Parties with respect to
         any and all Claims which might arise out of or be connected with any
         act of commission or omission of the Lender Released Parties existing
         or occurring on or prior to the date of this Amendment, including,
         without limitation, any Claims arising with respect to the Obligations
         or any Loan Documents.

[signature pages follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of
the day and year first above written.

                                    BRIGHTPOINT NORTH AMERICA L.P.

                                        By: BRIGHTPOINT NORTH AMERICA, INC.,
                                            its general partner

                                    By: /s/ Steven E. Fivel
                                        ----------------------------------------
                                    Name: Steven E. Fivel
                                    Title: Executive Vice President & Secretary

                                    WIRELESS FULFILLMENT SERVICES LLC

                                        By: Brightpoint, Inc., its manager

                                    By: /s/ Steven E. Fivel
                                        ----------------------------------------
                                    Name: Steven E. Fivel
                                    Title: Executive Vice President, General
                                           Counsel & Secretary

                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as Agent and Lender

                                    By: /s/ Dwayne L. Coker
                                        ----------------------------------------
                                    Title: Duly Authorized Signatory

                                    LASALLE BUSINESS CREDIT, LLC,
                                    as Lender

                                    By: /s/ Bruce A. Sprenger
                                        ----------------------------------------
                                    Name: Bruce A. Sprenger
                                    Title: Senior Vice President

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                                    NATIONAL CITY BANK OF INDIANA, as Lender

                                    By: /s/ David McNeely
                                        ----------------------------------------
                                    Name: David McNeely
                                    Title: Assistant Vice President

                                    CONGRESS FINANCIAL CORPORATION (CENTRAL),
                                    as Lender

                                    By: /s/ Anthony Vizgirda
                                        ----------------------------------------
                                    Name: Anthony Vizgirda
                                    Title: First Vice President

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                  The following Persons are signatories to this Amendment in
their capacity as Credit Parties or Loan Parties and not as Borrowers.

                                    BRIGHTPOINT, INC.

                                    By:/s/ Steven E. Fivel
                                       -----------------------------------------
                                    Name: Steven E. Fivel
                                    Title: Executive Vice President, General
                                           Counsel & Secretary

                                    BRIGHTPOINT NORTH AMERICA, INC.

                                    By: /s/ Steven E. Fivel
                                        ----------------------------------------
                                    Name: Steven E. Fivel
                                    Title: Executive Vice President & Secretary

                                    WIRELESS FULFILLMENT SERVICES HOLDINGS, INC.

                                    By: /s/ Steven E. Fivel
                                        ----------------------------------------
                                    Name: Steven E. Fivel
                                    Title: Executive Vice President & Secretary

                                    BRIGHTPOINT INTERNATIONAL LTD.

                                    By: /s/ Steven E. Fivel
                                        ----------------------------------------
                                    Name: Steven E. Fivel
                                    Title: Executive Vice President & Secretary

                                    BRIGHTPOINT ACTIVATION SERVICES LLC

                                        By: BRIGHTPOINT NORTH AMERICA L.P., its
                                            sole member and sole manager

                                        By: Brightpoint North America, Inc., its
                                            general partner

                                    By: /s/ Steven E. Fivel
                                        ----------------------------------------
                                    Name: Steven E. Fivel
                                    Title: Executive Vice President & Secretary

                                       49