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                                                                   Exhibit 10.46

                            INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is made as of February 11, 2004, by
and between Brightpoint, Inc., a Delaware corporation (the "Company"), and V.
William Hunt ("Indemnitee").

                                    RECITALS

The Company and Indemnitee recognize the increasing difficulty in obtaining
directors' and officers' liability insurance, the increases in the cost of such
insurance and the general reductions in the coverage of such insurance.

The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting officers and directors to expensive
litigation risks at the same time as the availability and coverage of liability
insurance has been severely limited. Indemnitee does not regard the current
protection available as adequate under the present circumstances, and Indemnitee
and other officers and directors of the Company may not be willing to continue
to serve as officers and directors without additional protection.

The Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve as officers and directors of the
Company and to indemnify its officers and directors so as to provide them with
the maximum protection permitted by law.

                                    AGREEMENT

In consideration of the mutual promises made in this Agreement, and for other
good and valuable consideration, receipt of which is hereby acknowledged, the
Company and Indemnitee hereby agree as follows:

1.       INDEMNIFICATION.

(a)      GENERAL AGREEMENT. The Company shall indemnify Indemnitee if Indemnitee
         is or was a party to or witness or other participant in, or is
         threatened to be made a party to or witness or other participant to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (including an action
         by or in the right of the Company) by reason of the fact that
         Indemnitee is or was a director, officer, employee or agent of the
         Company, or any subsidiary of the Company, by reason of any action or
         inaction on the part of Indemnitee while an officer or director or by
         reason of the fact that Indemnitee is or was serving at the request of
         the Company as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         against expenses (including attorneys' fees and costs), judgments,
         fines, any interest, assessments, and other charges and amounts paid in
         settlement (if such settlement is approved in advance by the Company,
         which approval shall not be unreasonably withheld) actually and
         reasonably incurred by Indemnitee in connection with such action, suit
         or

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         proceeding if Indemnitee acted in good faith and in a manner Indemnitee
         reasonably believed to be in or not opposed to the best interests of
         the Company, and, with respect to any criminal action or proceeding,
         had no reasonable cause to believe Indemnitee's conduct was unlawful.
         The termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that Indemnitee
         did not act in good faith and in a manner which Indemnitee reasonably
         believed to be in or not opposed to the best interests of the Company,
         and, with respect to any criminal action or proceeding, had reasonable
         cause to believe that Indemnitee's conduct was unlawful.

(b)      MANDATORY PAYMENT OF EXPENSES. To the extent that Indemnitee has been
         successful on the merits or otherwise in defense of any action, suit or
         proceeding referred to in Subsection (a) of this Section 1 or the
         defense of any claim, issue or matter therein, Indemnitee shall be
         indemnified against expenses (including reasonable attorneys' fees)
         actually and reasonably incurred by Indemnitee in connection therewith.

2.       NO EMPLOYMENT RIGHTS. Nothing contained in this Agreement is intended
         to create in Indemnitee any right to continued employment.

3.       EXPENSES; INDEMNIFICATION PROCEDURE.

(a)      ADVANCEMENT OF EXPENSES. Subject to the terms and conditions of this
         Agreement, the Company shall advance all expenses incurred by
         Indemnitee in connection with the investigation, defense, settlement or
         appeal of any civil or criminal action, suit or proceeding referenced
         in Section 1(a) hereof (including amounts actually paid in settlement
         of any such action, suit or proceeding). Indemnitee hereby undertakes
         to repay such amounts advanced only if, and to the extent that, it
         shall ultimately be determined that Indemnitee is not entitled to be
         indemnified by the Company as authorized hereby. Any advances made
         hereunder shall be paid by the Company to Indemnitee within twenty (20)
         days following delivery of a written request therefor by Indemnitee to
         the Company.

(b)      NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
         precedent to his or her right to be indemnified under this Agreement,
         give the Company notice in writing as soon as practicable of any claim
         made against Indemnitee for which indemnification will or could be
         sought under this Agreement. Notice to the Company shall be directed to
         the Chief Executive Officer of the Company at the address shown on the
         signature page of this Agreement (or such other address as the Company
         shall designate in writing to Indemnitee). Notice shall be deemed
         received three (3) business days after the date postmarked if sent by
         domestic certified or registered mail, properly addressed, otherwise
         notice shall be deemed received when such notice shall actually be
         received by the Company. In addition, Indemnitee shall give the Company
         such information and cooperation as it may reasonably require and as
         shall be within Indemnitee's power.

(c)      PROCEDURE. Any indemnification and advances provided for in Section 1
         shall be made no later than forty-five (45) days after receipt of the
         written request of Indemnitee. If a claim under this Agreement, under
         any statute, or under any provision of the Company's Certificate

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         of Incorporation or Bylaws providing for indemnification, is not paid
         in full by the Company within forty-five (45) days after a written
         request for payment thereof has first been received by the Company,
         Indemnitee may, but need not, at any time thereafter bring an action
         against the Company to recover the unpaid amount of the claim and,
         subject to Section 13 of this Agreement, Indemnitee shall also be
         entitled to be paid for the expenses (including attorneys' fees and
         interest, at the Bank One, Indiana, National Association, prime rate in
         effect on the date of Indemnitee's written request, on the unpaid
         amount of the claim) of bringing such action. It shall be a defense to
         any such action (other than an action brought to enforce a claim for
         expenses incurred in connection with any action, suit or proceeding in
         advance of its final disposition) that Indemnitee has not met the
         standards of conduct which make it permissible under applicable law for
         the Company to indemnify Indemnitee for the amount claimed. Indemnitee
         shall be entitled to receive interim payments of expenses pursuant to
         Subsection 3(a) unless and until such defense may be finally
         adjudicated by court order or judgment from which no further right of
         appeal exists. It is the parties' intention that if the Company
         contests Indemnitee's right to indemnification, the question of
         Indemnitee's right to indemnification shall be for the court to decide,
         and neither the failure of the Company (including its Board of
         Directors, any committee or subgroup of the Board of Directors,
         independent legal counsel, or its stockholders) to have made a
         determination that indemnification of Indemnitee is proper in the
         circumstances because Indemnitee has met the applicable standard of
         conduct required by applicable law, nor an actual determination by the
         Company (including its Board of Directors, any committee or subgroup of
         the Board of Directors, independent legal counsel, or its stockholders)
         that Indemnitee has not met such applicable standard of conduct, shall
         create a presumption that Indemnitee has or has not met the applicable
         standard of conduct.

(d)      NOTICE TO INSURERS. If, at the time of the receipt of a notice of a
         claim pursuant to Section 3(b) hereof, the Company has director and
         officer liability insurance in effect, the Company shall give prompt
         notice of the commencement of such proceeding to the insurers in
         accordance with the procedures set forth in the respective policies.
         The Company shall thereafter take all necessary or desirable action to
         cause such insurers to pay, on behalf of the Indemnitee, all amounts
         payable as a result of such proceeding in accordance with the terms of
         such policies.

(e)      SELECTION OF COUNSEL. In the event the Company shall be obligated under
         Section 3(a) hereof to pay the expenses of any proceeding against
         Indemnitee, the Company, if appropriate, shall be entitled to assume
         the defense of such proceeding, with counsel approved by Indemnitee,
         upon the delivery to Indemnitee of written notice of its election so to
         do. After delivery of such notice, approval of such counsel by
         Indemnitee and the retention of such counsel by the Company, the
         Company will not be liable to Indemnitee under this Agreement for any
         fees of counsel subsequently incurred by Indemnitee with respect to the
         same proceeding, provided that (i) Indemnitee shall have the right to
         employ his or her counsel in any such proceeding at Indemnitee's
         expense; and (ii) if (A) the employment of counsel by Indemnitee has
         been previously authorized by the Company, (B) Indemnitee shall have
         reasonably concluded that there may be a conflict of interest between
         the Company and Indemnitee in the conduct of any such defense, or (C)
         the Company shall

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         not, in fact, have employed counsel to assume the defense of such
         proceeding, then the fees and expenses of Indemnitee's counsel shall be
         at the expense of the Company.

(f)      (i) For purposes of this Agreement, a "Change of Control" shall be
         deemed to occur, unless previously consented to in writing by the
         Employee, upon (a) individuals who, as of the date hereof, constitute
         the Board of Directors of the Employer (the "Incumbent Board") ceasing
         for any reason to constitute at least a majority of the Board of
         Directors of the Employer (the "Board"); provided, however, that any
         individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Employer's shareholders,
         was approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs in connection with a Combination, as defined below, or as a
         result of either an actual or threatened election contest (as such
         terms are used in Rule 14a-11 of Regulation 14A promulgated under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act")) or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a person other than the Board; (b) the acquisition of
         beneficial ownership (as determined pursuant to Rule 13d-3 promulgated
         under the Exchange Act) of 15% or more of the voting securities of the
         Employer by any person, entity or group (within the meaning of Section
         13(d)(3) or 14(d)(2) of the Exchange Act) not affiliated with the
         Employee or the Employer; provided, however, that no Change of Control
         shall be deemed to have occurred for purposes of this Agreement if such
         person, entity or group acquires beneficial ownership of 15% or more of
         the voting securities of the Employer (i) as a result of a combination
         of the Employer or a wholly-owned subsidiary of the Employer with such
         person, entity or group or another entity owned or controlled by such
         person, entity or group (whether effected by a merger, consolidation,
         sale of assets or exchange of stock or otherwise) (a "Combination") and
         (ii) (x) executive officers of the Employer (as designated by the Board
         for purposes of Section 16 of the Exchange Act) immediately prior to
         the Combination constitute not less than 50% of the executive officers
         of the Employer for a period of not less than six (6) months after the
         Combination (for purposes of calculating the executive officers of the
         Employer after the Combination, those executive officers who are
         terminated by the Employer for Cause or who terminate their employment
         without Good Reason shall be excluded from the calculation entirely),
         and (y) the members of the Incumbent Board immediately prior to the
         Combination constitute not less than 50% of the membership of the Board
         after the Combination and (z) after the Combination, more than 35% of
         the voting securities of the Employer is then beneficially owned,
         directly or indirectly, by all or substantially all of the individuals
         and entities who were the beneficial owners of the outstanding voting
         securities of the Employer immediately prior to the Combination, it
         being understood that while the existence of a Change in Control
         pursuant to this Section 6.4.2(b) may not be ascertainable for six (6)
         months after the Combination, if it is ultimately determined that such
         Combination constituted a Change in Control, the date of the Change of
         Control shall be the effective date of the Combination; (c) the
         commencement of a proxy contest against the management for the election
         of a majority of the Board of the Employer if the group conducting the
         proxy contest owns, has or gains the power to vote at least 15% of the
         voting securities of the Employer; (d) the consummation of a
         reorganization, merger or consolidation, or the sale, transfer or
         conveyance of all or substantially all of the assets of the Employer to
         any person or entity not affiliated with the Employee or the Employer
         unless, following such reorganization, merger, consolidation, sale,
         transfer or conveyance, the conditions set forth in clause (b)(ii)

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         above are present; or (e) the complete liquidation or dissolution of
         the Employer. (ii) With respect to all matters arising after a Change
         in Control (other than a Change in Control approved by a majority of
         the directors on the Board who were directors immediately prior to such
         Change in Control) concerning the rights of Indemnitee to indemnity
         payments and advancement of expenses under this Agreement, the Company
         shall seek legal advice only from independent counsel selected by
         Indemnitee and approved by the Company (which approval shall not be
         unreasonably withheld) (the "Independent Counsel"), and who has not
         otherwise performed services for the Company or the Indemnitee (other
         than in connection with indemnification matters) within the last five
         years. The Independent Counsel shall not include any person who, under
         the applicable standards of professional conduct then prevailing, would
         have a conflict of interest in representing either the Company or
         Indemnitee in an action to determine Indemnitee's rights under this
         Agreement. Such counsel, among other things, shall render its written
         opinion to the Company and Indemnitee as to whether and to what extent
         the Indemnitee should be permitted to be indemnified under applicable
         law. The Company agrees to pay the reasonable fees of the Independent
         Counsel and to indemnify fully such counsel against any and all
         expenses (including attorneys' fees), claims, liabilities, loss, and
         damages arising out of or relating to this Agreement or the engagement
         of Independent Counsel pursuant hereto.

(g)      ESTABLISHMENT OF TRUST. In the event of a Change in Control (other than
         a Change in Control approved by a majority of the directors on the
         Board who were directors immediately prior to such Change in Control)
         the Company shall, upon written request by Indemnitee, create a trust
         for the benefit of the Indemnitee and from time to time upon written
         request of Indemnitee shall fund the trust in an amount sufficient to
         satisfy any and all expenses reasonably anticipated at the time of each
         such request to be incurred in connection with investigating, preparing
         for, participating in, and/or defending any proceeding relating to any
         indemnifiable event covered herein. The amount or amounts to be
         deposited in the trust pursuant to the foregoing funding obligation
         shall be determined by the Independent Counsel. The terms of the trust
         shall provide that (i) the trust shall not be revoked or the principal
         thereof invaded without the written consent of the Indemnitee, (ii) the
         trustee shall advance, within ten business days of a request by the
         Indemnitee, any and all expenses to the Indemnitee (and the Indemnitee
         hereby agrees to reimburse the trust under the same circumstances for
         which the Indemnitee would be required to reimburse the Company under
         Section 3(a) of this Agreement), (iii) the trust shall continue to be
         funded by the Company in accordance with the funding obligation set
         forth above, (iv) the trustee shall promptly pay to the Indemnitee all
         amounts for which the Indemnitee shall be entitled to indemnification
         pursuant to this Agreement or otherwise, and (v) all unexpended funds
         in the trust shall revert to the Company upon a final determination by
         the Independent Counsel or a court of competent jurisdiction, as the
         case may be, that the Indemnitee has been fully indemnified under the
         terms of this Agreement. The trustee shall be chosen by the Indemnitee.
         Nothing in this Section 3(g) shall relieve the Company of any of its
         obligations under this Agreement. All income earned on the assets held
         in the trust shall be reported as income by the Company for federal,
         state, local, and foreign tax purposes. The Company shall pay all costs
         of establishing and maintaining the trust and shall indemnify the
         trustee against any and all expenses (including attorneys' fees),
         claims, liabilities, loss, and damages arising out of or relating to
         this Agreement or the establishment and maintenance of the trust.

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4        ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

(a)      SCOPE. Notwithstanding any other provision of this Agreement, the
         Company hereby agrees to indemnify the Indemnitee to the fullest extent
         permitted by law, notwithstanding that such indemnification is not
         specifically authorized by the other provisions of this Agreement, the
         Company's Certificate of Incorporation, the Company's Bylaws or by
         statute. In the event of any change in any applicable law, statute or
         rule which narrows the right of a Delaware corporation to indemnify a
         member of its board of directors or an officer, such changes, to the
         extent not otherwise required by such law, statute or rule to be
         applied to this Agreement shall have no effect on this Agreement or the
         parties' rights and obligations hereunder.

(b)      NONEXCLUSIVITY. The indemnification provided by this Agreement shall
         not be deemed exclusive of any rights to which Indemnitee may be
         entitled under the Company's Certificate of Incorporation, its Bylaws,
         any agreement, any vote of stockholders or disinterested members of the
         Company's Board of Directors, the General Corporation Law of the State
         of Delaware, or otherwise, both as to action in Indemnitee's official
         capacity and as to action in another capacity while holding such
         office. The indemnification provided under this Agreement shall
         continue as to Indemnitee for any action taken or not taken while
         serving in an indemnified capacity even though he or she may have
         ceased to serve in such capacity at the time of any action, suit or
         other covered proceeding.

5.       PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision
         of this Agreement to indemnification by the Company for some or a
         portion of the expenses, judgments, fines or penalties actually or
         reasonably incurred by him or her in the investigation, defense, appeal
         or settlement of any civil or criminal action, suit or proceeding, but
         not, however, for the total amount thereof, the Company shall
         nevertheless indemnify Indemnitee for the portion of such expenses,
         judgments, fines or penalties to which Indemnitee is entitled.

6.       MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that
         in certain instances, Federal law or applicable public policy may
         prohibit the Company from indemnifying its directors and officers under
         this Agreement or otherwise. Indemnitee understands and acknowledges
         that the Company has undertaken or may be required in the future to
         undertake with the Securities and Exchange Commission to submit the
         question of indemnification to a court in certain circumstances for a
         determination of the Company's right under public policy to indemnify
         Indemnitee.

7.       OFFICER AND DIRECTOR LIABILITY INSURANCE. The Company shall, from time
         to time, make the good faith determination whether or not it is
         practicable for the Company to obtain and maintain a policy or policies
         of insurance with reputable insurance companies providing the officers
         and directors of the Company with coverage for losses from wrongful
         acts, or to ensure the Company's performance of its indemnification
         obligations under this Agreement. Among other considerations, the
         Company will weigh the costs of obtaining such insurance coverage
         against the protection afforded by such coverage. Notwithstanding the
         foregoing, the Company shall have no obligation to obtain or maintain
         such insurance if

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         the Company determines in good faith that such insurance is not
         necessary or is not reasonably available, if the premium costs for such
         insurance are disproportionate to the amount of coverage provided, if
         the coverage provided by such insurance is limited by exclusions so as
         to provide an insufficient benefit, or if Indemnitee is covered by
         similar insurance maintained by a subsidiary or parent of the Company.
         However, the Company's decision whether or not to adopt and maintain
         such insurance shall not affect in any way its obligations to indemnify
         its officers and directors under this Agreement or otherwise. In all
         policies of director and officer liability insurance, Indemnitee shall
         be named as an insured in such a manner as to provide Indemnitee the
         same rights and benefits as are accorded to the most favorably insured
         of the Company's directors, if Indemnitee is a director; or of the
         Company's officers, if Indemnitee is not a director of the Company, but
         is an officer; or of the Company's key employees, if Indemnitee is not
         an officer or director, but is a key employee.

8.       SEVERABILITY. Nothing in this Agreement is intended to require or shall
         be construed as requiring the Company to do or fail to do any act in
         violation of applicable law. The Company's inability, pursuant to court
         order, to perform its obligations under this Agreement shall not
         constitute a breach of this Agreement. The provisions of this Agreement
         shall be severable as provided in this Section 8. If this Agreement or
         any portion hereof shall be invalidated on any ground by any court of
         competent jurisdiction, then the Company shall nevertheless indemnify
         Indemnitee to the full extent permitted by any applicable portion of
         this Agreement that shall not have been invalidated, and the balance of
         this Agreement not so invalidated shall be enforceable in accordance
         with its terms.

9.       EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
         the Company shall not be obligated pursuant to the terms of this
         Agreement:

(a)      CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to
         Indemnitee with respect to proceedings or claims initiated or brought
         voluntarily by Indemnitee and not by way of defense, except with
         respect to proceedings brought to establish or enforce a right to
         indemnification under this Agreement or any other statute or law or
         otherwise as required under Section 145 of the Delaware General
         Corporation Law, but such indemnification or advancement of expenses
         may be provided by the Company in specific cases if the Board of
         Directors has approved the initiation or bringing of such suit.

(b)      LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses incurred
         by the Indemnitee with respect to any proceeding instituted by
         Indemnitee to enforce or interpret this Agreement, if a court of
         competent jurisdiction determines that each of the material assertions
         made by the Indemnitee in such proceeding was not made in good faith or
         was frivolous.

(c)      INSURED CLAIMS. To indemnify Indemnitee for expenses or liabilities of
         any type whatsoever (including, but not limited to, judgments, fines,
         ERISA excise taxes or penalties, and amounts paid in settlement) to the
         extent such expenses or liabilities have been paid directly to
         Indemnitee by an insurance carrier under a policy of officers' and
         directors' liability insurance maintained by the Company.

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(d)      CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for expenses and
         the payment of profits arising from the purchase and sale by Indemnitee
         of securities in violation of Section 16(b) of the Securities Exchange
         Act of 1934, as amended, or any similar successor statute.

10.      CONSTRUCTION OF CERTAIN PHRASES.

(a)      For purposes of this Agreement, references to the "COMPANY" shall
         include any constituent corporation (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that if
         Indemnitee is or was a director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, Indemnitee shall stand in the same position under the
         provisions of this Agreement with respect to the resulting or surviving
         corporation as Indemnitee would have with respect to such constituent
         corporation if its separate existence had continued.

(b)      For purposes of this Agreement, references to "OTHER ENTERPRISES",
         shall include employee benefit plans; references to "FINES" shall
         include any excise taxes assessed on Indemnitee with respect to an
         employee benefit plan; and references to "SERVING AT THE REQUEST OF THE
         COMPANY" shall include any service as a director, officer, employee or
         agent of the Company which imposes duties on, or involves services by,
         such director, officer, employee or agent with respect to an employee
         benefit plan, its participants, or beneficiaries; and if Indemnitee
         acted in good faith and in a manner Indemnitee reasonably believed to
         be in the interest of the participants and beneficiaries of an employee
         benefit plan, Indemnitee shall be deemed to have acted in a manner "NOT
         OPPOSED TO THE BEST INTERESTS OF THE COMPANY" as referred to in this
         Agreement.

11.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
         Company and its successors and assigns, and shall inure to the benefit
         of Indemnitee and Indemnitee's estate, heirs, legal representatives and
         assigns.

12.      ATTORNEYS' FEES. In the event that any action is instituted by
         Indemnitee under this Agreement to enforce or interpret any of the
         terms hereof, Indemnitee shall be entitled to be paid all court costs
         and expense, including reasonable attorneys' fees, incurred by
         Indemnitee with respect to such action. The Company hereby consents to
         service of process and to appear in any such action. In the event of an
         action instituted by or in the name of the Company under this Agreement
         or to enforce or interpret any of the terms of this Agreement,
         Indemnitee shall be entitled to be paid all court costs and expenses,
         including attorneys' fees and costs, incurred by Indemnitee in defense
         of such action (including with respect to Indemnitee's counterclaims
         and cross-claims made in such action).

13.      NOTICE. All notices, requests, demands and other communications under
         this Agreement shall be in writing and shall be deemed duly given (i)
         if delivered by hand and receipted for by the party addressee, on the
         date of such receipt, or (ii) if mailed by domestic certified or

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         registered mail with postage prepaid, on the third business day after
         the date postmarked. Addresses for notice to either party are as shown
         on the signature page of this Agreement, or as subsequently modified by
         written notice.

14.      CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
         irrevocably consent to the jurisdiction of the courts of the State of
         Indiana for all purposes in connection with any action or proceeding
         which arises out of or relates to this Agreement and agree that any
         action instituted under this Agreement shall be brought only in the
         state courts of the State of Indiana.

15.      CHOICE OF LAW. This Agreement shall be governed by and its provisions
         construed in accordance with the laws of the State of Delaware, as
         applied to contracts between Delaware residents entered into and to be
         performed entirely within Delaware.

16.      MODIFICATION. This Agreement constitutes the entire agreement between
         the parties hereto with respect to the subject matter hereof. All prior
         negotiations, agreements and understandings between parties with
         respect thereto are superseded hereby. This Agreement may not be
         modified or amended except by an instrument in writing signed by or on
         behalf of the parties hereto.

The parties hereto have executed this Agreement as of the day and year set forth
on the first page of this Agreement.

BRIGHTPOINT, INC.

By:/s/ Steven E. Fivel
   ----------------------
Name: Steven E. Fivel

Title: EVP, General Counsel & Secretary

AGREED TO AND ACCEPTED:

INDEMNITEE

/s/ V. William Hunt
--------------------
Printed Name: V. William Hunt

Address: 5775 Sunset Lane, Indianapolis, IN  46228

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