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                                                                   Exhibit 10.39

                       AMENDMENT NO. 6 TO CREDIT AGREEMENT

                  AMENDMENT NO. 6 TO CREDIT AGREEMENT (this "Amendment"), dated
as of November 3, 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 Borrowers and the other Credit Parties have requested that Agent and
Lenders, and Agent and Lenders are willing to amend certain provisions of the
Credit Agreement, 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. Section 6.14 to the
Credit Agreement is amended as follows:

                  (a)      By deleting the number "$10,000,000" in clause (vi)
to the proviso at the conclusion of the first sentence therein and replacing
such number with the number "$20,000,000"; and

                  (b)      By deleting each reference to the number
"$10,000,000" in the second sentence therein and replacing each such reference
with the number "$20,000,000".

                  2.       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.

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                  (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.

                  3.       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 3 on or prior to the date hereof:

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

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

                  4.       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.

                  5.       Affirmation of Guarantors. By its signature set forth
below, each Guarantor hereby confirms to Agent and Lenders that, after giving
effect to the foregoing

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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.

                  6.       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.

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                  (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 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/ Bradley E. Hendrich
                                         ---------------------------------------
                                     Name: Bradley E. Hendrich
                                     Title: Assistant Vice President

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                                     NATIONAL CITY BANK OF INDIANA, as
                                     Lender

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

                                     CONGRESS FINANCIAL CORPORATION
                                     (CENTRAL), as Lender

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

                                     [S-2-]
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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

                                     [S-3-]