<PAGE>
                                                                    EXHIBIT 10.4

Private & Confidential


                             DATED 30 SEPTEMBER 2005
                      -------------------------------------


                         BRIGHTPOINT HOLDINGS BV              (1)
                                  AS SELLER
                                     AND
                    INITIATIVE ET FINANCE INVESTISSEMENT
                   IN THE NAME AND ON BEHALF OF NEWCO         (2)
                                AS PURCHASER


                      -------------------------------------

                                AGREEMENT FOR THE
                          SALE AND PURCHASE SUBJECT TO
                                   CONDITIONS
                          OF 100% OF THE SECURITIES OF
                        BRIGHTPOINT FRANCE AND TRANSFER
                              OF SHAREHOLDER LOAN

                      -------------------------------------



<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                            PAGE
<S>                                                                               <C>
1      Definitions                                                                   2

2      Sale and Purchase of the Securities; Transfer of Shareholder Loan             5

3      Conditions precedent - Seller Actions Pending Closing                         9

4      Closing                                                                      10

5      Representations and Warranties of Seller                                     11

6      Representations and Warranties of the Purchaser                              18

7      Covenants                                                                    19

8      Indemnification by Seller                                                    20

9      Indemnification by Purchaser                                                 23

10     General                                                                      23
</TABLE>



                                       1
<PAGE>

     THIS AGREEMENT is made BETWEEN:

     (1)  BRIGHTPOINT HOLDINGS BV, a limited liability company (besloten
          vennootschap) constituted under the laws of the Netherlands, having
          its registered office at 55 Rokin, 1012KK Amsterdam, the Netherlands,
          registered with the Trade Register (Handelsregister) of Amsterdam
          under number 24284025, represented by its chief executive officer,
          Steven Edward Fivel, hereinafter referred to as the "SELLER";

     AND

     (2)  INITIATIVE & FINANCE INVESTISSEMENT IFI, a French corporation (societe
          anonyme) with a share capital of EUR 48,318,951, having its registered
          office at 96, avenue d'Iena 75783 Paris Cedex 16, registered with the
          Registry of Commerce and Companies of Paris under single
          identification number 330 219 882 RCS Paris, represented for the
          purposes hereof by its management company, INITIATIVE ET FINANCE
          GESTION, itself represented by Mr Matthieu Douchet, in his capacity as
          Director associate, hereinafter referred to as the "PURCHASER"),

INITIATIVE ET FINANCE INVESTISSEMENT acting in its own name and on behalf of any
commercial company it may incorporate for the purpose hereof.

(the Seller and the Purchaser being referred to collectively hereinafter as the
"PARTIES").

WHEREAS:

     (A)  Brightpoint (France) SARL is a French limited liability company
          (societe a responsabilite limitee) with a share capital of EUR 900,000
          (nine hundred thousand Euro), registered with the Registry of Commerce
          and Companies of Bobigny under single identification number 417 753
          217 RCS Bobigny, having its registered office at 14, rue Davoust 93698
          Pantin (hereinafter referred to as "BRIGHTPOINT FRANCE" or the
          "COMPANY").

     (B)  The Seller is the owner of sixty thousand (60,000) Securities with a
          par value (valeur nominale) of EUR 15 (fifteen Euro) each (the
          "SECURITIES"), representing one hundred percent (100%) of the share
          capital and voting rights of the Company.

     (C)  The Company owns or will on the Closing Date own all of the shares or
          interests ("actions" or "parts sociales") in each of the following
          companies:

          o    Eurocom Systems, a French corporation (societe anonyme) with a
               share capital of EUR 736,200 (seven hundred and thirty-six
               thousand, two hundred Euro), registered with the Registry of
               Commerce and Companies of Bobigny under single identification
               number 339 824 237 RCS Bobigny, having its registered office at
               14, rue Davoust 93698 Pantin (hereinafter referred to as
               "EUROCOM");

          o    Mega-Hertz, a French limited liability company (societe a
               responsabilite limitee) with a share capital of EUR 7,500 (seven
               thousand, five hundred Euro), registered with the Registry of
               Commerce and Companies of Bobigny under single identification
               number 381 774 975 RCS Bobigny, having its registered office at
               14, rue Davoust 93698 Pantin (hereinafter referred to as
               "MEGA-HERTZ"); and

          o    Mega-Hertz Entreprises, a French limited liability company
               (societe a responsabilite limitee) with a share capital of EUR
               8,000 (eight thousand Euro), registered with the Registry of
               Commerce and Companies of Bobigny under single identification
               number 439 602 509 RCS Bobigny, having its registered office at
               14, rue Davoust 93698 Pantin (hereinafter referred to as
               "MEGA-HERTZ ENTREPRISES");

     (D)  Eurocom owns or will on the Closing Date own all of the shares in
          Autocom, a French limited


<PAGE>

          liability company (societe a responsabilite limitee) with a share
          capital of EUR 7,774.90 (seven thousand, seven hundred and
          seventy-four Euro and ninety Euro cents), registered with the Registry
          of Commerce and Companies of Bobigny under single identification
          number 411 121 122 RCS Bobigny, having its registered office at 14,
          rue Davoust 93698 Pantin (hereinafter referred to as "AUTOCOM")

          (Eurocom, Autocom, Mega-Hertz and Mega-Hertz Entreprises being
          referred to collectively as the "SUBSIDIARIES" and the Company and the
          Subsidiaries being referred to collectively as the "GROUP COMPANIES").

     (E)  NEWCO is an acquisition vehicle constituted for the purposes of the
          acquisition referred to herein, certain of the principals and
          shareholders of which will be Mr. Daniel Krys, the Commercial Director
          (Directeur Commercial) and Mr. Stewart Mann, previously the Financial
          Director (Directeur Financier) of the Company (collectively, the
          "MANAGERS").

     (F)  The Seller wishes to sell the Securities and to transfer the
          Shareholder Loan to the Purchaser, and the Purchaser wishes to
          purchase the Securities and acquire the Shareholder Loan from the
          Seller, subject to and in accordance with the terms of the present
          Agreement.

     NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

     1    DEFINITIONS

     1.1  In this Agreement, the following terms have the following meanings:

          "ACCOUNTING PRINCIPLES" means generally accepted accounting principles
          in France.

          "AFFILIATE" when used with reference to a specified person, means any
          person that directly, or indirectly through one or more
          intermediaries, controls, is controlled by or is under common control
          with the specified Person. For the purposes hereof, the term "control"
          (including the terms "controlling", "controlled by" and "under common
          control with") shall have the meaning ascribed to the term "controle"
          in Article L. 233-3 of the French Commercial Code (Code de Commerce).

          "AGREEMENT" means this share purchase agreement and its Schedules and
          Exhibits, as the same may, from time to time, be amended, supplemented
          or modified.

          "BASE PURCHASE PRICE" has the meaning specified in Clause 2.3.2.

          "BASE PURCHASE PRICE PAYMENTS" has the meaning specified in Clause
          2.3.2(b).

          "BUSINESS" means the principal business activity of the Group
          Companies prior to the Closing Date, which involves the supply of
          services and the sale on the French territory of products relating to
          wire and mobile communication as well as components and accessories in
          relation thereto.

          "BUSINESS DAY" means a day, other than a Saturday or Sunday or public
          holiday in France, on which commercial banks in Paris, France are open
          for business and in particular, the transfer of monies.

          "CLAUSES" means the clauses of this Agreement unless otherwise stated.

          "CLOSING" means the closing of the sale by the Seller and purchase by
          the Purchaser of the Securities and the transfer of the Shareholder
          Loan and the other transactions contemplated in connection therewith
          in accordance with the terms hereof as envisaged by Clause 4.

          "CLOSING DATE" means the date on which the Closing takes place, which
          shall occur within 10 (ten) Business Days following the expiry date of
          the period referred to in Clause 2.4.3 or such

<PAGE>

          later date (but no later than the Closing Deadline Date) as is
          mutually agreed by in writing by the Seller and the Purchaser.

          "CLOSING DEADLINE DATE" means November 1, 2005, or at the expiry date
          of a 15-Business Days period starting from the date of delivery of the
          Closing Financial Statements by the Seller, pursuant to Clause 2.4.1.

          "CLOSING FINANCIAL STATEMENTS" means the audited interim consolidated
          accounts of the Group Companies as at September 30, 2005, prepared by
          Ernst & Young France, as referred to in Clause 2.4.1.

          "COMPANY" has the meaning specified in the Recitals.

          "DEED OF TRANSFER" deed of transfer (acte constatant la realisation de
          la cession des Titres) to be executed for tax registration purposes
          only between the Purchaser and the Seller on the Closing, in a form
          mutually agreed;

          "DEFERRED BASE PURCHASE PRICE PAYMENTS" has the meaning specified in
          Clause 2.3.2(b)(ii) below.

          "DEFERRED PURCHASE PRICE PAYMENTS" means, collectively:

               o    the Deferred Base Purchase Price Payments; and

               o    the Supplementary Purchase Price Payments.

          "EBITDA" has the meaning set out in Schedule 1.

          "ENCUMBRANCE" means, for an asset (including any share or security) of
          any Group Companies and for the securities, any liens (suretes),
          claims, charges, easements, mortgages, encumbrances or restrictions of
          any sort, prior approval clause, put or call options, undertakings to
          secure, options or rights of first refusal or preemptive right or any
          other third party right or obligation of whatever sort affecting its
          ownership, its transfer or the exercise of any other right with
          respect thereto.

          "FRENCH TAX AUTHORITIES" means the Direction General des Impots of the
          Ministere de l'Economie, des Finances et de l'Industrie, and/or any
          other Governmental Authority charged with the collection of Taxes in
          France.

          "GOVERNMENTAL AUTHORITY" means, both in France and outside of France,
          any court or other judicial authority or governmental, administrative
          or regulatory body, department, agency, commission, authority or
          instrumentality;

          "GROUP COMPANIES" has the meaning specified in the Recitals.

          "INITIAL BASE PURCHASE PRICE PAYMENT" has the meaning specified in
          Clause 2.3.2(b)(i) hereof.

          "MANAGERS" has the meaning set forth in the Recitals.

          "MATERIAL CONTRACTS" means those certain contracts, loan documents,
          commitments, agreements and guarantees or other undertakings to which
          any of the Group Companies is a party and which are material to the
          carrying on of the Business, the management, development and marketing
          of the Group Companies, as set forth in Schedule 5 hereof.

          "ORDINARY COURSE OF BUSINESS" means the ordinary and usual course of
          business conducted by the Group Companies consistent with past custom
          and practice.

          "PARTIES" has the meaning specified in the Recitals.

<PAGE>


          "PERSON" means any natural person (personne physique) or legal entity
          (personne morale).

          "PROCEEDING" means any action, suit, claim or legal, administrative,
          arbitration or other alternative dispute resolution proceeding or
          investigation (collectively "PROCEEDINGS").

          "PURCHASER CLAIM(S)" has the meaning specified in Clause 8.2.

          "PURCHASER LOSS" has the meaning specified in Clause 8.1.

          "PURCHASER WARRANTIES" means the representations and warranties made
          by the Purchaser to the Seller in Clause 6.

          "RECITALS" means the paragraphs of this Agreement set out under
          "Whereas" above.

          "SALES PARTIES" has the meaning specified in the Recitals.

          "SCHEDULE(S)" means the schedule(s) to this Agreement.

          "SELLER GROUP" means the Seller and all the Affiliates of the Seller.

          "SELLER WARRANTIES" means the representations and warranties made by
          the Seller to the Purchaser in Clause 5.

          "SHAREHOLDER LOAN" means the shareholder loan (compte courant
          d'actionnaire) extended by the Seller to the Company, in the aggregate
          principal and interests amount on the Date of Signature of EUR
          11,656,367.67.

          "SHAREHOLDER LOAN TRANSFER" means the assignment and transfer by the
          Seller to the Purchaser of the rights of the Seller to payment by the
          Company of the amounts due by the Company to the Seller under the
          Shareholder Loan, effected by way of cession de creances pursuant to
          the Shareholder Loan Transfer Agreement.

          "SHAREHOLDER LOAN TRANSFER AGREEMENT" means an agreement to be
          prepared on the Closing Date providing for the Shareholder Loan
          Transfer. "SHAREHOLDER LOAN TRANSFER AMOUNT" has the meaning specified
          in Clause 2.2.1 below.

          "SHAREHOLDER LOAN TRANSFER AMOUNT PAYMENTS" means, collectively, each
          of the Base Purchase Price Payments and the Supplementary Purchase
          Price Payments.

          "SECURITIES" has the meaning specified in the Recitals.

          "SIGNATURE DATE" means the date on which the present Agreement is
          signed, as set forth on the signature page hereof.

          "SUBSEQUENT FINANCIAL STATEMENTS" has the meaning specified in Clause
          2.3.3(b) hereof.

          "SUBSEQUENT FINANCIAL YEARS" has the meaning specified in Clause
          2.3.3(b) hereof.

          "SUBSIDIARIES" has the meaning specified in the Recitals.

          "SUPPLEMENTARY PURCHASE PRICE" and "SUPPLEMENTARY PURCHASE PRICE
          PAYMENT" have the meaning specified in Clause 2.3.3.

          "TAX" means any taxes, duties, deductions, contributions or charges
          (including social security (Securite Sociale) contributions and
          parafiscal charges), including in particular, income tax, capital
          gains tax, property tax, business tax, withholding tax, indirect
          taxes, local taxes, value added tax, salary and employment taxes,
          registration or stamp duties, customs duties (droits de douane)
          imposed or collected by any State or by any organization or local
          authority, national or

<PAGE>

          supranational, and including interest, penalties, fines, reassessments
          and other related charges; and "TAXATION" shall be construed
          accordingly.

          "TAX REGULATION" means Tax or customs law, as well as decrees, orders
          or other texts of application or interpretation of the relevant law
          applicable in a given country, as well as any international treaty.

          "TRADEMARK LICENSE AGREEMENT" means an agreement to be signed at
          Closing pursuant to which:

               o    Brightpoint Inc shall grant at no cost the Company and its
                    Subsidiaries a license to use the "Brightpoint" name for a
                    period of nine months following the Closing Date (the
                    "TRADEMARK LICENSE PERIOD") and shall allow the use by the
                    Group Companies of the domain name "Brightpoint.fr"
                    [however, solely on receive-only service] for 12 months
                    following the Closing Date; and

               o    the Company shall agree (in its own name and on behalf of
                    the Subsidiaries) to cease using the Brightpoint name for
                    commercial purposes (including without limitation in its
                    business activities, in its legal name (raison sociale) and
                    for internet domain purposes), no later than at the end of
                    the duration provided for under the above paragraph.

          "TRANSACTION" has the meaning ascribed to it in Clause 2.1.1.

     1.2  In this Agreement, unless the context requires otherwise:

1.2.1     references to any French legal term for any action, remedy, method of
          judicial proceeding, legal document, legal status, court, official or
          any legal concept or thing shall in respect of any jurisdiction other
          than France, as the case may be, be deemed to include what most nearly
          approximates in that jurisdiction to the French legal term;

1.2.2     references to time are to Paris time; and

1.2.3     words importing the singular include the plural and vice versa, words
          importing a gender include every gender and references to persons
          include corporations, partnerships and other unincorporated
          associations or bodies of persons.

2         SALE AND PURCHASE OF THE SECURITIES; TRANSFER OF SHAREHOLDER LOAN

2.1       Sale and Purchase of the Securities; Shareholder Loan Transfer

2.1.1     Upon and subject to the terms and conditions of this Agreement, and in
          particular subject to the satisfaction of the Conditions Precedent on
          the Closing Date:

          (a)  the Seller shall sell to the Purchaser, and the Purchaser shall
               purchase from the Seller, the Securities, free and clear from all
               Encumbrances and other third party rights, as well as all rights
               now or hereafter attaching to the Securities, including but not
               limited to, voting and distribution rights with effect from the
               Closing Date, it being specified that the Company shall own on
               the Closing Date 100% of the Securities of the Subsidiaries; and

          (b)  the Seller shall assign and transfer to the Purchaser, and the
               Purchaser shall acquire from the Seller, the Seller's rights to
               payment from the Company of the amounts due and owing to the
               Seller under the Shareholder Loan, pursuant to the Shareholder
               Loan Transfer

          (such transactions being referred to collectively in this Agreement as
          the "TRANSACTION").

2.1.2     The sale of the Securities and the Shareholder Loan Transfer shall
          occur on the Closing Date and such transfer shall be deemed to occur
          simultaneously with the other actions described in Clause 4 (Closing)
          below.


<PAGE>

2.2       Securities purchase price

          The purchase price for the Securities shall be equal to an amount of
          EUR 1,000 (one thousand Euro) payable by the Purchaser to the Seller,
          in full on the Closing Date.

2.3       Shareholder Loan Transfer Amount and Payment

2.3.1     Shareholder Loan Transfer Amount

          The aggregate transfer amount payable by the Purchaser to the Seller
          for the Shareholder Loan (the "SHAREHOLDER LOAN TRANSFER AMOUNT")
          shall consist of the sum of the following amounts:

          (a)  the Base Purchase Price, as such term is defined in Clause
               2.3.2(a) hereof, payable in two Base Purchase Price Payments as
               set forth in such Clause 2.3.2; and

          (b)  the Supplementary Purchase Price, as such term is defined in
               Clause 2.3.3 hereof, payable in one or more Supplementary
               Purchase Price Payments as set forth in such Clause 2.3.3.

          Furthermore, the shareholders of NEWCO undertake to pay, and IFI shall
          cause such shareholders to pay, an amount to the Seller equal to 5%
          (five percent) of the total price resulting from the transfer (in one
          or several stages) of the securities constituting the share capital of
          the Purchaser (or of the value of all other kinds of compensation
          received by reason of such transfer) pursuant to the terms (investment
          by the Seller in the share capital of the Purchaser up to 4.99%,
          "golden share" giving a preferred and absolute right to the amount of
          5% referred to above, etc.) and such other terms and conditions to be
          mutually agreed upon between the Seller and Initiative & Finance
          Investissement at the latest on the Closing Date (it being specified
          that such terms and conditions (i) shall not be less favourable than
          those granted to the Managers in terms, inter alia, of pre money
          valuation of the share capital of the Purchaser, dividend rights, tag
          along and drag along rights obligations, information rights or such
          other rights of the same nature granted to minority shareholders under
          a shareholders agreement, but (ii) shall not grant any right to the
          Seller to intervene in the affairs of, or to vote, with respect to the
          Company and its Subsidiaries).

2.3.2     Base Purchase Price

          (a)  The base price for the transfer of the Shareholder Loan (the
               "BASE PURCHASE PRICE") shall be equal to EUR 2,800,000 (two
               million, eight hundred thousand Euro);

          (b)  The Base Purchase Price shall be payable by the Purchaser to the
               Seller in the following amounts and at the following times (the
               "BASE PURCHASE PRICE PAYMENTS"):

               (i)  on the Closing Date, the Purchaser shall pay to the Seller
                    an amount (the "INITIAL BASE PURCHASE PRICE PAYMENT") equal
                    to EUR 2,150,000 (two million, one hundred fifty thousand
                    Euro).

               (ii) thereafter, the Purchaser shall pay to the Seller one (1)
                    additional Base Purchase Price Payment (the "DEFERRED BASE
                    PURCHASE PRICE PAYMENT"), equal to EUR 650,000 (six hundred
                    fifty thousand Euro), such payment to be made at the latest
                    on March 31st, 2006.

2.3.3     Supplementary Purchase Price

          (a)  The Purchaser shall pay the Seller as consideration for the
               Shareholder Loan transfer and in addition to the Base Purchase
               Price, an aggregate amount, not in excess of EUR 2,750,000 (two
               million, seven hundred fifty thousand Euro), calculated in
               accordance with this Clause 2.3.3 (the "SUPPLEMENTARY PURCHASE
               PRICE").

<PAGE>

          (b)  Within one hundred and twenty (120) days following the close of
               each financial year (exercice social) of the Group Companies
               occurring in calendar years 2006, 2007, 2008 and 2009 (the
               "SUBSEQUENT FINANCIAL YEARS)", the Purchaser shall cause the
               Company to prepare its audited consolidated financial statements,
               which have been audited by a certified public accounting firm
               acceptable to Seller, for such financial year in accordance with
               the Accounting Principles and in the same format as that used for
               the Closing Financial Statements (the "SUBSEQUENT FINANCIAL
               STATEMENTS", it being specified that the Subsequent Financial
               Year 2009 shall only be taken into account for the purpose of
               determining the Supplementary Purchase Price, in the event
               referred to in paragraph (d) below). Immediately upon each of
               such Subsequent Financial Statements becoming available, the
               Purchaser shall transmit a copy thereof to the Seller. The
               Purchaser shall cause the Company to make its books and records
               available upon request to the Seller for the purposes of
               verifying such Subsequent Financial Statements (in a manner which
               shall not disrupt the ordinary course of business of the Group
               Companies). The Purchaser acknowledges that the financial year of
               each of the Group Companies currently corresponds to the calendar
               year (January 1 - December 31) and the Purchaser undertakes to
               refrain from changing the financial year of any of the Group
               Companies until the full amount of the Supplementary Purchase
               Price Payments have been made, unless pro forma financial
               statements as at 31st December are issued every year (as audited
               by the Company's Auditor).

          (c)  No later than 30 (thirty) days following such transmission to the
               Seller of each Subsequent Financial Statement 2006, 2007 and
               2008, the Purchaser shall, subject to the provisions of paragraph
               (e) below, pay to the Seller twenty-five percent (25%) of the
               amount of EBITDA of each such Subsequent Financial Years, it
               being specified that the maximum amount to be paid by the
               Purchaser to the Seller in that respect is capped at EUR 750,000
               (seven hundred fifty thousand Euro) for the Subsequent Financial
               Year 2006, EUR 1,000,000 (one million Euro) for the Subsequent
               Financial Year 2007 and EUR 1,000,000 (one million Euro) for the
               Subsequent Financial Year 2008 (each such payment, a
               "SUPPLEMENTARY PURCHASE PRICE PAYMENT").

          (d)  However, in the event that the aggregate amount paid under
               paragraph (c) above is less than EUR 1,275,000 (one million two
               hundred seventy five thousand Euro), the payment of the
               corresponding shortfall shall be deferred to the Subsequent
               Financial Year 2009 and will be payable up to 40% (forty percent)
               of the amount of EBITDA attained during such Financial Year (it
               being specified that such amount of EBITDA cannot, for the
               purpose of the calculation to be made pursuant to this paragraph
               (d), exceed EUR 1,700,000 (one million seven hundred thousand
               Euro), at the latest thirty (30) days following the delivery to
               the Seller of the Financial Statements relating to such Financial
               Year.

          (e)  The maximum amount required to be paid by the Purchaser to the
               Seller as Supplementary Purchase Price shall be EUR 2,750,000
               (two million seven hundred fifty thousand Euro). Once such amount
               has been paid by the Purchaser to the Seller in respect of
               Supplementary Purchase Price, the Purchaser shall have no further
               obligations to the Seller under this Clause 2.3.3. Some examples
               of the calculation of the Supplementary Purchase Price are set
               out in Schedule 2.2(e) hereof.

2.3.4     In the event of a transfer of securities issued by NEWCO to a third
          party (or of any similar transaction, such as a transfer of assets,
          loan of securities or of assets, etc.) before the date of full payment
          of the Earning Purchase Price, the Purchaser shall continue to be
          required to effect such payment except if (i) the obligation to comply
          with the rights to the Supplementary Purchase Price (the "Rights to
          the SPP") has been assigned to such third party, or if (ii) the Rights
          to the SPP are repaid by anticipation, up to the amount determined
          pursuant to the provisions set out in paragraphs (b) to (e) above, it
          being specified that the calculation of such Rights shall be made on
          the basis of the higher EBITDA amount as between (i) the EBITDA for
          the Subsequent Financial Year immediately preceding the financial year
          during which the transfer of the NEWCO's securities shall have
          occurred and (ii) EUR 1,700,000 (one million seven hundred thousand
          Euro).

<PAGE>


2.3.5     Mechanics of Shareholder Loan Transfer Amount Payments

          Each of the Shareholder Loan Transfer Amount Payments shall be made by
          the Purchaser to the Seller by wire transfer to the Seller's account
          the details which shall be communicated by the Seller to the Purchaser
          prior to the Closing Date.

2.3.6     Optimization

          The Seller and the Purchaser agree that they may, by mutual written
          consent, amend the terms and conditions relating to the payment of the
          purchase price for the Securities and/or of the Shareholder Loan
          Transfer Amount, in order to optimize the tax consequences of any of
          the terms and conditions hereof.

2.4       Preparation and Review of Closing Financial Statements

2.4.1     As soon as possible following the Signature Date, the Seller shall
          cause the Company to prepare its consolidated financial statements
          (consisting of a balance sheet (bilan) together with the related
          profit and loss account (compte de resultat) and the annexes thereto)
          as at, and for the nine months ending on 30 September 2005 (the
          "CLOSING FINANCIAL STATEMENTS"). The Closing Financial Statements
          shall be prepared in accordance with the Accounting Principles,
          audited by Ernst & Young and delivered to the Purchaser on October
          21st, 2005. The Purchaser shall be entitled to request access to the
          supporting documents used by Ernst & Young in the preparation of the
          Closing Financial Statements and to raise any relevant questions with
          respect thereto.

          In the event of difficulties in the preparation or the review by Ernst
          & Young of such consolidated accounts, the Parties shall agree to
          follow the following procedure:

          -    the Seller shall procure that the Company prepare consolidated
               accounts (consisting of a balance sheet (bilan) together with the
               related profit and loss account (compte de resultat) and the
               annexes thereto) as at, and for the nine months ending on 30
               September 2005 (the "CLOSING FINANCIAL STATEMENTS"). The Closing
               Financial Statements shall be prepared in accordance with the
               Accounting Principles and delivered to the Purchaser on October
               21st, 2005,

          -    simultaneously and within the same timeframe:

               o    an audit will be carried out by Ernst & Young on the
                    individual intermediary financial statements for the
                    companies Brightpoint France and Eurocom, closed as at, and
                    for the nine months ending on 30 September 2005. The audit
                    reports will be delivered to the Purchaser at the latest on
                    October 21st, 2005.

               o    a limited audit will be carried out by Ernst & Young and/or
                    Mazars pursuant to a procedure to be agreed, on the
                    individual intermediary financial statements closed as at,
                    and for the nine months ending on 30 September 2005 for the
                    companies Mega Hertz, Mega Hertz Entreprises and Autocom.
                    The limited audit reports will be delivered to the Purchaser
                    at the latest on October 21st, 2005.

          The Purchaser may also request, in such case, to be given access to
          all the documents used by Ernst & Young for the purpose of the
          preparation of the Closing Financial Statements and may raise any
          relevant questions in relation thereto.

2.4.2     The Seller and the Purchaser agree that the Purchaser shall, at its
          discretion, have the option to refrain from proceeding with the
          Closing of the Transaction if:

          -    the audit of the Closing Financial Statements carried out by the
               Purchaser between the date of delivery of Closing Financial
               Statements and, at the latest, 15 (fifteen) Business

<PAGE>

               Days as from the date of delivery of such financial statements,
               do not confirm that such Closing Financial Statements comply with
               the Accounting Principles and that the EBIDTA as set forth in the
               Closing Financial Statements is at least equal to (EUR 450,000)
               (negative four hundred fifty thousand Euro) plus or minus 10%.

          -    the legal, tax and employment due diligence relating to the Group
               Companies that the Purchaser shall carry out between the Date
               hereof and at the latest 15 (fifteen) Business Days as from the
               delivery of the Closing Financial Statements has evidenced
               matters likely to adversely and materially affect the financial
               situation and the operating conditions of the Group Companies.

           (Hereafter collectively referred to as the "AUDITS")

2.4.3     As from the date of finalization of the Audits, the Purchaser shall
          have a period of 8 (eight) days (the "OPTION PERIOD") to send a notice
          (the "OPTION NOTICE") to the Seller, in the event that the conditions
          referred to in paragraph 2.4.2 are not fulfilled, that the Purchaser
          wishes to refrain from effecting the Closing of the Transaction (the
          "Option").

          In the event that the Purchaser sends the Option Notice to the Seller
          pursuant to the terms hereof within the Option Period, the Purchaser's
          obligation to effect the Closing of the Transaction shall terminate,
          failing which Closing shall take place on the Closing Date.

3         CONDITIONS PRECEDENT - SELLER ACTIONS PENDING CLOSING

3.1       The obligation of the parties to proceed with the Closing is made
          conditional upon the satisfaction of the following conditions
          precedent:

          -    approval of the Transaction contemplated hereby by the investment
               Committee of the company Initiative & Finance Investissement (RCS
               330 219 882) at the latest on the date of expiry of the Option
               Period;

          -    approval of this Transaction by the Board of Directors of the
               company Brightpoint Inc. (shareholder of the Seller), at the
               latest on October 11, 2005;

3.2       The Seller shall from the date hereof until the Closing Date procure
          that:

3.2.1     the business of the Group Companies shall be carried on in the
          Ordinary Course of Business and shall refrain from carrying out any
          action likely to negatively affect the Ordinary Course of Business
          (without prejudice however to compliance with internal procedures
          within the Seller Group);

3.2.2     in the absence of prior approval of the Purchaser, the only business
          conducted by the Group Companies shall be the Business and that none
          of the Group Companies shall enter into any new line of business or
          change its material business policies in any respect in relation to
          the conduct of its existing business, except as required by law or by
          policies imposed by any regulator;

3.2.3     none of the Group Companies will be a party to any merger,
          contribution or spin off or will make any change to its capital, or
          issue securities of any nature whatsoever or warrants to subscribe to
          shares;

3.2.4     no modification shall be made to the by-laws (statuts) of any of the
          Group Companies;

3.2.5     none of the Group Companies shall acquire or agree to acquire any
          shares or interests in any other company (except as necessary in order
          for the Company to own 100% (one hundred percent) of the shares of
          each of the Group Companies; and

3.2.6     the terms and conditions applicable to the Shareholder Loan remain
          unchanged.


<PAGE>

3.3       The Seller shall procure that, on the Closing Date, the Company shall
          have been transformed into a Societe par Actions Simplifiee, pursuant
          to applicable laws and regulations. In such respect, the Purchaser
          shall deliver to the Seller the text of the future by-laws of the
          Company within a reasonable time period.

3.4       Furthermore, the Seller undertakes to use its best efforts and to
          assist the Company in order to enable the Company to be in a position
          to enter into a supply agreement with the company HTC relating to
          goods marketed by such company under conditions satisfactory for the
          Company. The Seller undertakes to invite one or two representative(s)
          of the Company to technical or marketing presentations or meetings
          organized by HTC in Europe (subject however to presentations or
          meetings having a confidential nature with respect to the Seller
          Group's business).

3.5       The Seller undertakes to pay all the costs borne or to be borne (as
          the case may be) by the Company until the Closing Date, relating to
          (i) services rendered by Mr Dominique Betsch and Mrs Fabienne Deles
          and to (ii) diligences carried out by external counsels or personnel
          of the Seller Group relating to the preparation of the Transaction
          contemplated hereof.

4         CLOSING

4.1       The Closing of the sale and purchase of the Securities shall take
          place on the Closing Date at the offices of Norton Rose, 42, rue
          Washington, 75408 Paris Cedex, France, or at such other place as the
          Parties may agree prior to the Closing Date, when all (but not part
          only) of the business referred to in this Clause 4 shall be
          transacted.

4.1.1     The Seller shall deliver to the Purchaser:

          (a)  evidence satisfactory to the Purchaser that the Company owns 100%
               (one hundred percent) of the shares (in the case of Mega-Hertz
               and Mega-Hertz Entreprises, the Securities and in the case of
               Eurocom, the shares) of each of the Group Companies;

          (b)  all of the statutory, corporate, share transfer ledger,
               individual shareholder accounts, minute and other books of each
               of the Group Companies;

          (c)  the written resignations of each of:

               (i)  the managing directors (gerants) of each of the Company;
                    Mega-Hertz and Mega-Hertz Enterprises; and

               (ii) the members of the Board of Directors (conseil
                    d'administration) of Eurocom;

               duly executed by the persons holding such positions and
               confirming that at the Closing Date they do not have any
               Purchaser Claims against any of the Group Companies;

          (d)  the written resignations of Ernst & Young Audit and Mr. Robert
               Valin from their positions as statutory auditors (commissaries
               aux comptes) of the Company and Eurocom with effect from the
               Closing Date;

          (e)  two original signed copies of the Trademark License duly executed
               by Brightpoint Inc.;

          (f)  evidence of termination of the services contract relating to the
               use by the Company of the services supplied by Mr Dominique
               Betsch, Mr Raphael Chaumien and Mrs Fabienne Deles ;

          (g)  any document showing that the Works Council (comite d'entreprise)
               of the Company has been consulted and has issued its opinion with
               respect to the Transaction;

          (h)  the Update Exhibit (as the case may be);


<PAGE>

          (i)  evidence of the approval of the Transaction contemplated hereby
               by the Board of Directors of Brightpoint Inc.;

          (j)  evidence of the absence of exercise by the following operators:
               SFR, Orange and Bouygues, of their right to terminate the
               agreements entered into with the Group Companies by reason of the
               consummation of the Transaction;

          (k)  a certification of the Seller confirming that the Seller
               Warranties are accurate as at the Closing Date subject to the
               Update Exhibits.

4.1.2     The Purchaser shall deliver to the Seller:

          (a)  evidence of the approval of the Transaction contemplated hereby
               by the investment Committee of Initiative & Finance
               Investissement;

          (b)  payment of the purchase price for the securities, pursuant to the
               terms and conditions referred to in Clause 2.3.5 hereof;

          (c)  the Initial Base Purchase Price Payments, in the manner specified
               in Clause 2.3.5 hereof;

          (d)  an original signed copy of the Trademark License, duly executed
               by the Company;

          (e)  a letter confirming (i) the release of the surety granted by the
               company Brightpoint Inc. to the Natexis bank with respect to the
               short tem loan granted by the latter to the Company and (ii) the
               absence of termination of the bank loans currently in force.

4.1.3     The Purchaser and the Seller shall execute and exchange:

          (a)  the Shareholder Loan Transfer Agreement, it being specified that
               the Purchaser undertakes to notify the Company within 24 hours of
               such transfer;

          (b)  the Deed of Transfer of Securities in four originals, one of
               which shall be for the Purchaser, one for the Seller and two
               shall be used for tax registration purposes.

4.1.4     The Seller, the Purchaser and Initiative & Finance Investissement
          shall execute the contract(s) reflecting the agreements reached among
          them relating to the provisions set out in the last paragraph of
          Clause 2.2.1 hereof.

5         REPRESENTATIONS AND WARRANTIES OF SELLER

5.1       Scope of Seller Warranties

5.1.1     The Purchaser acknowledges the following:

          (a)  NEWCO is an acquisition vehicle constituted for the purposes of
               the acquisition referred to herein, certain of the principals of
               which (the Managers) are current and former senior executives of
               the Company, who have or until recently have had significant
               responsibility for the running of, and who are fully familiar
               with the business and activities of, the Group Companies; and

          (b)  the Seller is the shareholder of record of the Company and has
               not participated in the management of the Company on a day-to-day
               basis, although the Seller has defined the strategy of the Group
               Companies and has controlled or was in position to control the
               Managers.

5.1.2     Accordingly, the Purchaser agrees that the Seller shall not be liable
          under the representations and warranties provided under this Clause 5
          with respect to a Purchaser Loss, provided that the Seller can prove
          that one of the Managers had, against the formal advice of the Seller,
          carried out a transaction which turned out to be detrimental to the
          Group Companies, or that

<PAGE>

          one of the Managers (or both of them) had an actual knowledge prior to
          the date hereof of the inaccuracy or of the breach of the
          representation or of the warranty from which the Purchaser Loss
          originates.

5.1.3     To the extent that such proof can be established, and subject to the
          fulfilment of such condition, the Purchaser accordingly agrees that it
          shall not be entitled to any indemnification under Clause 8 hereof
          relating to the Loss concerned.

5.1.4     Subject to the foregoing provisions of this Clause 5.1, the Seller
          hereby makes the representations and warranties set forth in this
          Clause 5 to the Purchaser.

5.2       Organization, Authority and Validity

5.2.1     The Seller is a limited liability company (besloten vennootschap) duly
          organized and validly existing under the laws of the Netherlands. The
          Seller has the corporate power and authority to enter into this
          Agreement and to carry out its obligations hereunder.

5.2.2     The execution of this Agreement and the consummation of the
          transactions contemplated herein have been duly authorized by the
          competent corporate bodies of the Seller, and no other corporate
          action on the part of the Seller is necessary to authorize the
          execution of this Agreement or the consummation of any of the
          transactions contemplated herein.

5.2.3     This Agreement has been duly executed by the Seller and constitutes a
          legal, valid and binding obligation of the Seller in accordance with
          its terms.

5.3       No Breach

          Neither the performance by the Seller of its obligations hereunder nor
          the consummation of the transactions contemplated herein:

          (a)  conflicts with or violates any provision of its by-laws
               (statuten) or any of its corporate governance documents;

          (b)  violates, conflicts with or results in the breach of any contract
               to which it is a party;

          (c)  constitutes a violation by it of any laws or regulations; or

          (d)  conflicts with any provisions of any contracts or agreements
               entered into between the entities of the Seller's group.

          except for any such matters that would not have an adverse effect on
          the ability of the Seller to perform its obligations under this
          Agreement.

5.4       Consents and Proceedings

5.4.1     Except as indicated in Exhibit 5.4.1 hereof, no consent is required to
          be obtained by the Seller in connection with the execution of this
          Agreement or the consummation of any of the transactions contemplated
          herein.

5.4.2     There is no pending Proceeding involving the Seller which seeks to
          enjoin the consummation of the transactions contemplated by this
          Agreement, which could result in its nullification.

5.5       Ownership of Securities; Capital Structure

5.5.1     The Seller has full and valid title to the Securities and the
          Securities are free of all Encumbrances or of restrictions affecting
          their transfer. The Securities represent 100% (one hundred percent) of
          the capital and voting rights of the Company. The Seller is entitled
          to dispose freely of and transfer the Securities without any
          restriction, and as the Seller is the sole shareholder of the Company,
          the clause d'agrement in the by-laws (statuts) of the Company does not
          require corporate action for the transfer of the Securities to the
          Purchaser

<PAGE>

          it being specified that on the Closing Date (i) the relevant corporate
          bodies of BRIGHTPOINT Inc, shareholder of the Seller, will have
          formally authorized such transfer under the terms of this Agreement
          and that (ii) the Company will be transformed into a societe par
          actions simplifiee under the terms and conditions set out in Clause
          3.3 of this Agreement.

5.5.2     Except as indicated in Exhibit 5.5.2, the Company has have full and
          valid title to all of the Securities issued by each of the
          Subsidiaries (whether parts sociales in the case of Mega-Hertz and
          Mega-Hertz Enterprises, or actions in the case of Eurocom) (the
          "SUBSIDIARIES SHARES") and the Subsidiaries Shares are free of all
          Encumbrances. The Company shall validly own on the Closing Date the
          ownership of all the Subsidiaries Shares.

5.5.3     The share capital of each of the Group Companies is as set forth in
          the following table:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
<S>                     <C>                   <C>            <C>               <C>
NAME OF                 KIND OF SHARES        NUMBER OF      PAR VALUE OF      TOTAL SHARE
COMPANY                                       SHARES         EACH SHARE        CAPITAL

Brightpoint             Parts sociales        60,000          EUR 15           EUR 900,000
France

Eurocom Systems         Actions               49,080          EUR 15           EUR 736,200

Mega-Hertz              Parts sociales        500             EUR 15           EUR 7,500

Mega-Hertz              Parts sociales        800             EUR 10           EUR 8,000
Entreprises

Autocom                 Parts sociales        510             No par           EUR 7,774.90
---------------------------------------------------------------------------------------------
</TABLE>

          Except for such shares, the Group Companies have not issued, nor
          approved the issuance of, any shares, warrants or securities of any
          nature whatsoever; and there are no options, promises, warrants or
          other agreements or undertakings pursuant to which any of the Group
          Companies is or may become obligated to issue any shares, warrants or
          other securities of any nature whatsoever. Title shall mean "security"
          as defined by the "ordonnance" dated June 2004.

5.5.4     Other than as set forth in the foregoing table, none of the Group
          Companies (i) has any subsidiary, or holds any interests in any other
          companies, partnerships or entities or (ii) has held any interest in
          any company, group or other entity where each shareholder's liability
          is not individually limited to the contributions made by such
          shareholder.

5.6       Incorporation, Existence and Authority of the Group Companies

5.6.1     Each of the Group Companies validly exists under the laws of France.

5.6.2     Each of the Group Companies has full power and authority to carry out
          its activities in the manner in which they are currently carried out.

5.6.3     None of the Group Companies is the subject of any voluntary or
          judicial reorganization proceedings, or is in liquidation, nor have
          any such proceedings been threatened.

5.6.4     Except as indicated in the licence agreement entered into with
          Brighpoint Inc., the Group Companies have not entered into any
          specific agreements with the Seller (or one of its Affiliates), nor
          with the corporate officers of the Companies other than the agreements
          referred to in the minutes of the general shareholders meeting of the
          Group Companies. No undertaking made by the corporate bodies or by the
          corporate officers or managers of the Companies is subject to any
          proceedings which seek the nullification thereof.

<PAGE>


5.7       Compliance with Laws

          Except as indicated in Exhibit 5.7, the Group Companies' activities
          are carried out under conditions substantially in compliance with the
          permits and consents required for the performance of their activities
          and in substantial compliance with all legislation and regulations
          which are currently applicable to them.

5.8       Licenses and Consents

          All necessary licenses, registrations, consents, permits and
          authorizations ("LICENSES") have been obtained by each of the Group
          Companies such that the Group Companies may carry on the Business in
          the places and in the manner in which it is now conducted.

          Except as indicated in Exhibit 5.7, the Group Companies have filed
          with the competent authorities and within the time limit set out by
          applicable laws and regulations, all representations, reports, reviews
          or other documents as required by applicable laws and regulations
          (except when the absence of filing or compliance with the deadlines
          does not trigger any materially adverse consequences for the Group
          Companies). They have obtained all permits required to carry out their
          activities and have not received any notification stating any
          violation of these permits which may have a material adverse effect on
          the businesses of the Group Companies.

5.9       Financial Statements

5.9.1     The Closing Financial Statements will be true and accurate and will
          give a fair view of the financial situation and of the assets and
          liabilities, as well as of the operating results of the Companies.
          They will be drawn up pursuant to the Accounting Principles,
          consistently applied for the preparation of the annual accounts over
          the last three (3) financial years.

          The off balance sheet liabilities of each of the Group Companies will
          be duly reflected or will be adequately provided for, in accordance
          with such Principles, in the Closing Financial Statements.

5.9.2     The Purchaser expressly acknowledges that its final decision to
          consummate the Transaction and to effect the Closing will be made
          solely on the basis of the Closing Financial Statements and not on the
          basis of any previous financial statements prepared by or in
          connection with any of the Group Companies.

5.10      Assets

5.10.1   The real property (biens immobiliers) used by each of the Group
         Companies is held by it under a valid lease and in compliance with
         applicable laws and regulations, it being specified that the Companies
         have complied with their obligations in all material respects pursuant
         to each lease.

5.10.2    Except as mentioned in Exhibit 5.10.2, all movable property,
          installations and equipment used by each of the Group Companies to
          conduct its business are either fully owned by the relevant Group
          Company and are not the subject of any Encumbrance, or are used by the
          relevant Group Company under the terms of a valid lease or finance
          lease ("credit bail") agreement and in compliance with applicable laws
          and regulations, it being specified that the Companies have complied
          with their obligations in all material respects pursuant to each
          financial lease.

5.10.3    All receivables accounted for in the Closing Financial Statements,
          decreased by the amounts of the provisions booked in the Reference
          Accounts, and any new receivables invoiced since the date of the
          Reference Accounts, are payable for their full net amount in
          accordance with their terms by each of the corresponding debtors.

5.11      Material Contracts


<PAGE>


5.11.1    Save for those contracts and other documents listed in Exhibit 5.11.1
          (the "CONTRACTS"), there are no other Material Contracts relating to
          any of the Group Companies or the Business.

5.11.2    Except as indicated in the agreement and other documents listed in
          Exhibit 5.11.2, none of the Group Companies is in breach or default in
          respect of any of the Contracts.

5.12      Trade Names

5.12.1    Except as mentioned in Exhibit 5.12.1, all trade names used by the
          Group Companies in carrying out their activities are owned or used as
          corporate name by the Group Companies, except for the denomination
          "BRIGHTPOINT", which is used pursuant to a valid license agreement.

5.12.2    A complete and up-to-date list of all intellectual and industrial
          property rights registered in the name of any of the Group Companies
          is attached hereto as Exhibit 5.12.2. The aforesaid intellectual and
          industrial property rights are not the subject of any Encumbrances
          whatsoever or of any claims or actions. The name "DIRLAND" can be used
          pursuant to terms of a licence agreement entered into with a third
          party.

5.13      Debts

5.13.1    The Company has not lent any money to any third party which will not
          have been repaid by or on the Closing Date, other than in the ordinary
          course of business.

5.13.2    The Companies have constantly repaid all spread payments relating to
          long-term loans entered into with banks and other financial
          institutions in compliance with applicable amortization tables.

          The Companies have made, in a timely manner, all material payments due
          to all creditors, such that they are not liable to pay any penalty or
          indemnity whatsoever, nor likely to be held liable in that respect.

          The Companies comply with their contractual obligations pursuant to
          short term facilities granted by financial institutions (overdrafts,
          maximum discount, etc.) and such facilities have been regularly
          granted by such financial institutions and are not, subject to the
          information set out in Exhibit 5.13.2, likely to be affected by the
          execution of this Agreement.

          The Companies have correctly accounted for all operating debts or
          liabilities resulting from exceptional events.

5.13.3    The Companies have never granted any security, guarantee, letter of
          comfort, warranty or any similar undertaking, of any sort whatsoever,
          to the benefit of any third party, and have not undertaken any
          obligations to cause any third party to take any action whatsoever.

          The employees, managers or shareholders of the Companies have never
          been granted any loan.

          Except for the Shareholder Loan, the corporate officers and
          shareholders do not have any claim against the Companies.

5.14      Taxation

5.14.1    Except as indicated in Exhibit 5.7, all returns, declarations and
          reports (the "Returns") required to be delivered by any of the Group
          Companies to the French Tax Authorities have been made and delivered
          and no Return is disputed by the relevant French Tax Authorities and
          all Taxation that was due and payable prior to the Closing Date will
          be paid by the Closing Date. With regard to Tax, this warranty shall
          only apply in relation to tax returns filed by the Seller or filing of
          which was required prior to the Closing Date.


<PAGE>

5.14.2    Except as mentioned in Exhibit 5.7, there are no pending or audits or
          investigations with respect to any of the Group Companies relating to
          Taxation.

5.15      Insurance

          The policies of insurance maintained by each of the Group Companies in
          relation to its business and assets (the "Policies") are in full force
          and effect. All premiums payable under the Policies have been paid and
          all obligations provided for by the Policies have been complied with
          in all material respects by the Group Companies.

5.16      Employees; Labour Matters

5.16.1    Set forth in Exhibit 5.16.1 is a true and complete list of all
          executives and employees of the Group Companies indicating their gross
          annual remuneration

5.16.2    The collective bargaining agreements (conventions collectives)
          applicable to the Group Companies are the Wholesale Trade collective
          bargaining agreement ("Convention Collective du commerce de gros"),
          the Retail Trail collective bargaining agreement ("Convention
          Collective du commerce de detail") and the automobile services
          collective bargaining agreement ("Convention Collective des services
          de l'automobile").

5.16.3    Except as indicated in Exhibit 5.16.3, no dismissal procedures are
          currently in progress within the Company.

5.16.4    Except for any employee benefit, bonus, welfare, pension, retirement,
          stock option, profit sharing and other compensation plans required to
          be maintained by applicable legislation, regulations and by the
          Collective Bargaining Agreement (collectively, the "PLANS"), none of
          the Group Companies is a party to any plan or arrangement having as
          its purpose or effect the making of such payments or the provision of
          such charges on behalf of the Group Companies beyond the Plans imposed
          by the law and by the Collective Bargaining Agreement. Each Plan has
          been administered in accordance with all applicable laws and
          regulations.

5.16.5    Except as indicated in Exhibit 5.7, the Group Companies have complied
          with:

          -    laws and regulations relating to employee representative
               institutions;

          -    laws and regulations relating to organization of working time.

5.16.6    The Seller represents that, within the Group Companies and except as
          mentioned in Exhibits 5.16.3 and 5.16.6:

          -    there is no retirement plan other than provided by law, no
               retirement premium plan, health or life insurance or any other
               advantage in favour of the employees of the Companies, pending or
               contemplated;

          -    the employees of the Companies do not benefit from any provision,
               in case of dismissal or redundancy, pursuant to which they could
               have a claim against any of the Companies for the payment of
               amounts exceeding those provided by the law or the applicable
               collective bargaining agreement;

          -    none of the employees of the Companies, nor their parents or
               relatives by marriage, is entitled to any pension or any other
               advantage on the date of his/her retirement, exceeding the
               provisions set out by the law and applicable collective
               bargaining agreement and by supplementary retirement and welfare
               scheme to which the Companies have legally or de facto
               subscribed;

          -    there is no contract entitling any independent service provider
               to claim the status of a salaried employee;


<PAGE>

          -    no employee is entitled to claim for any intellectual property
               rights, except for the rights specifically reserved by the law to
               their authors or inventors;

          -    the Companies have not entered into fixed term employment
               contracts other than when and as permitted by law and no contract
               of this nature, terminated or pending on the date hereof, is
               likely to be reclassified as an indefinite duration employment
               contract;

          -    no employer-employee conflict affects or threatens to affect the
               Companies, and there is no indication that could lead one to
               believe that the consummation of the Transaction could be
               followed by such employer-employee conflict;

          -    no employee has suffered from any labour accident which has
               caused the death or permanent or temporary disablement for a
               duration greater than three months over the last 5 years;

          -    individual or collective dismissals implemented prior to the date
               of this warranty, have been carried out in compliance with
               applicable laws and none of these dismissals is likely to
               trigger, for the Companies, other material consequences than
               those already paid or for which provisions have been accounted
               for in the Closing Financial Statement;

          -    the Seller represents that, at the date hereof, no employee
               currently employed has expressed his/her decision to resign.

5.17      Litigation

          Except as set forth in Exhibit 5.16, there is no Proceeding in
          progress against any of the Group Companies.

          Sufficient provisions relating to the Proceedings listed in Exhibit
          5.17, have been accounted for, pursuant to the Accounting Principles,
          in the Closing Financial Statements.

5.18      Effect of Agreement

5.18.1    Neither the execution, delivery or performance of this Agreement nor
          the consummation of the transactions contemplated herein will, except
          as set forth in Exhibit 5.18.1:

          (a)  violate any law applicable to any of the Group Companies;

          (b)  result in the breach or termination of any Material Contract,
               permit or license, applicable or related to any of the Group
               Companies; or

          (c)  result in the creation of or imposition of any Encumbrance upon
               any of the assets of any of the Group Companies .

5.18.2    Neither the acquisition of the Securities, nor compliance with the
          terms of this Agreement will:

          (a)  result in any present indebtedness of any of the Group Companies
               becoming due or capable of being declared due and payable prior
               to its stated maturity; or

          (b)  give rise to or cause to become exercisable any material third
               party right (including of an Affiliate of the Seller) against any
               of the Group Companies.

5.19      Intermediaries

          All negotiations relating to this Agreement have been carried out
          without the involvement of any person acting on behalf of any of the
          Seller or any of the Group Companies in such manner as to give rise to
          any valid claim against any of the Group Companies for any broker's or
          finder's fee or similar compensation in connection with the
          transactions contemplated herein.

<PAGE>


5.20      Position on the Closing Date

5.20.1    The Seller represents and warrants to the Seller that the
          representations set forth in this Clause 5 and made on the date hereof
          will be true and correct as of the Closing Date as if made on such
          date, except as to any matters that originated between the date of
          signature of this Agreement and the Closing Date which the Seller may
          disclose in an Exhibit provided that such Exhibits are not likely to
          produce an adverse effect of an aggregate amount greater than EUR
          50,000 (the "UPDATE EXHIBITS").

6         REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1.1     The Purchaser hereby makes the representations and warranties set
          forth below to the Seller.

6.2       Organization, Authority and Validity

6.2.1     NEWCO will be on the Closing Date a simplified share company (societe
          par actions simplifiee) duly organized and validly existing under the
          laws of France. The Purchaser has the corporate power and authority to
          enter into this Agreement and to carry out its obligations hereunder.

6.2.2     The execution of this Agreement and the consummation of the
          transactions contemplated herein have been duly authorized by the
          relevant corporate bodies of the Purchaser, and no other corporate
          action on the part of the Purchaser is necessary to authorize the
          execution of this Agreement or the consummation of any of the
          transactions contemplated herein.

6.2.3    This Agreement has been duly executed by the Purchaser and constitutes
         a legal, valid and binding obligation of the Purchaser in accordance
         with its terms.

6.3       No Breach

          Neither the performance by the Purchaser of its obligations hereunder
          nor the consummation of the transactions contemplated herein:

          (a)  conflicts with or violates any provision of its by-laws (statuts)
               or any of its corporate governance documents;

          (b)  violates, conflicts with or results in the breach of any contract
               to which it is a party; or

          (c)  constitutes a violation by it of any laws or regulations;

          except for any such matters that would not, either individually or in
          the aggregate, have a material adverse effect on the ability of the
          Purchaser to perform its obligations under this Agreement.

6.4       Consents and Proceedings

6.4.1     No consent is required to be obtained by the Purchaser in connection
          with the execution of this Agreement or the consummation of any of the
          transactions contemplated herein.

6.4.2     There is no pending Proceeding involving the Purchaser which seeks to
          enjoin the consummation of the transactions contemplated by this
          Agreement, or which may result in its nullification

6.5       Financing

6.5.1     NEWCO and/or the Purchaser has or will have funds available to it in
          an amount sufficient to enable, in a timely manner, the consummation
          of the transactions contemplated herein.

6.6       No Other Representations or Warranties; No Knowledge of
          Misrepresentation by the Seller


<PAGE>

6.6.1     The Purchaser represents that it has, for the purpose of undertaking
          to purchase the Securities, in part relied upon the representations
          and warranties set out in Clause 5 and the agreements and undertakings
          set out in Clause 5.

6.6.2    As of the date of execution of this Agreement, the Purchaser is not
         aware of any inaccuracy in any of the representations and warranties of
         the Seller as set forth in this Agreement which would entitle the
         Purchaser to bring any Claim against the Seller for breach of any of
         such representations and warranties of the Seller.

6.7       Purchaser's Interest

6.7.1     NEWCO has been constituted as a management buy-out vehicle for the
          purpose of enabling the Managers, to purchase the Group Companies.
          None of the executives (cadres) of any of the Group Companies other
          than the Managers hold, directly or indirectly, any interest in NEWCO
          on the date hereof.

6.7.2     The Purchaser has no plans, on the date hereof, to resell the
          Business, in whole or in part, or the shares of any of the Group
          Companies to any competitor of the Seller or of one of its Affiliate.

6.8       Position on the Closing Date

          The Purchaser represents and warrants to the Seller that the
          representations set forth in this Clause 9 are or will be accurate as
          of the Closing Date as if made on such date.

7         COVENANTS

7.1       Co-operation

          Each Party shall co-operate with the other insofar as is reasonable
          necessary for it to do so, to secure all necessary consents,
          approvals, authorizations, exemptions and waivers from third parties
          (including relevant workers' committees) as shall be required in order
          to enable the Parties to effect the transactions contemplated hereby.

7.2       Insurance

          The Purchaser shall be responsible for arranging insurance with effect
          from the Closing Date in respect, in the future, of those matters and
          risks as are covered by the Policies listed in Exhibit 7.2 (and until
          the date hereof, subscribed by the Seller Group which will cease to
          provide cover for the Business and assets of the Company from such
          date).

7.3       Public Announcements

          No Party and no Affiliate of any Party shall make any public
          statement, including, without limitation, any press release, with
          respect to this Agreement and the transactions contemplated hereby
          without the prior written consent of the other Parties, except as may
          be required by law or the regulations of any recognized stock
          exchange. The text of any public statement which any Party proposes to
          make with respect to such transactions (except for the public
          announcements required by applicable laws or regulations) shall be
          submitted to the other Parties three (3) Business Days prior to the
          date on which the announcement is to be made.

7.4       Confidentiality

          Except as required by law or regulation, the Parties undertake not to
          disclose, and to use their best efforts to procure that none of their
          respective directors, employees, officers or agents shall disclose to
          any Person at any time before or after the Closing any confidential
          information, observations, data, written materials, records or
          documents which may be disclosed or delivered in the course of the
          negotiations of this Agreement or the actions taken pursuant to

<PAGE>

          this Agreement (the "CONFIDENTIAL INFORMATION"). The Parties further
          undertake to use the CONFIDENTIAL INFORMATION for the exclusive
          purpose of the transactions contemplated herein.

7.5       Non Competition

          The Seller hereby undertakes on its behalf and on behalf of the Seller
          Group not to carry on or be engaged directly or indirectly (except as
          expressly authorized in writing by the Purchaser) on the territory of
          France (the "TERRITORY") for a period of 18 (eighteen) months from the
          Date of Signature, in any business which may compete with the
          Business, it being specified that (i) the Seller and its Affiliates
          shall be free to sell, directly or indirectly, at the expiration of a
          period of 12 (twelve) months from the Date of Signature, HTC products
          , in the Territory and that (ii) the Seller shall be entitled, as from
          the Date of Signature, to sell, directly or indirectly, mobile
          terminals in the Territory.

          The Purchaser undertakes on its behalf and on behalf of its
          Affiliates, not to carry on or be engaged directly or indirectly
          (except as otherwise agreed in writing with the Seller) for a period
          of 18 (eighteen) months as from the Date of Signature, in any business
          which involves the supply of services and the sale of any products
          relating to wire and mobile telecommunication (as well as components,
          accessories and equipments in relation thereto) on the territory in
          which the Seller Group has a subsidiary or a branch.

8         INDEMNIFICATION BY SELLER

8.1       Principle

          Subject to the provisions of this Agreement, the Seller hereby
          undertakes to indemnify the Purchaser for any loss (a "PURCHASER
          LOSS") actually suffered by the Purchaser or by the Group Companies as
          a result of any inaccuracy or breach of the representations and
          warranties or covenants of the Seller hereunder.

          Any indemnification due by the Seller with respect to a Purchaser Loss
          shall be paid to the Purchaser or to the Group Company designated by
          the Purchaser:

          (a)  either, within eight (8) days following the date of a written
               agreement reached between the Purchaser and the Seller on the
               corresponding indemnification;

          (b)  or, within eight (8) days following the date of a definitive and
               binding court decision rendered against any of the Group
               Companies in case of a third party claim;

          (c)  or, in the event that the Purchaser Claim has been made in
               compliance with the provisions of this Agreement and the Seller
               has not contested such Purchaser Claim within sixty (60) days
               following the notification thereof;

          (d)  or, in case of disagreement between the parties with respect to a
               Purchaser Claim, within eight (8) days following a court decision
               becoming definitive and binding pursuant to a proceeding
               initiated in compliance with Clause 10.9.2 hereof, or following
               the settlement agreement signed between the parties and in
               relation to such conflict.

8.2       Purchaser Claims

          In order to be valid, any claims made by the Purchaser under the terms
          of this Clause 8 (a "PURCHASER Claim") shall be made in writing as
          follows (failing which such Purchaser Claim shall be forfeited):

8.2.1     each Purchaser Claim shall state, with reasonable detail, the specific
          grounds therefore and the amount claimed; and

8.2.2     each Purchaser Claim shall be delivered by the Purchaser to the Seller
          no later than thirty (30) days after the Purchaser becomes aware of
          the circumstances giving rise to such

<PAGE>


          Purchaser Claim or, if the circumstances so require (e.g., in the case
          of emergency proceedings or when the response to a notification must
          be given within a time period subject to forfeiting its rights), the
          Purchaser will send the written notification to the Seller with
          sufficient time to permit the Seller to take the actions referred to
          in Clause 8.4.

8.3       Period for making of Purchaser Claims

          Any Purchaser Claims may give rise to indemnification only if notified
          by the Purchaser to the Seller prior to the expiration of a period of
          18 months from the Closing Date, except for Purchaser Claims in
          relation to Tax which shall be validly notified to the Seller prior to
          the expiration of the relevant statute of limitations applicable to
          the facts or actions in question.

8.4       Third-Party Purchaser Claims

          In the event that a Purchaser Claim is made on the basis of a claim
          made by a third party against a Group Company, the Seller may retain
          counsel at its own expense in order to follow the evolution of third
          party claims and the way they are managed and to communicate to the
          Purchaser and its counsel any arguments to defend the interests at
          stake, it being specified that the Purchaser and/or the Group Company
          involved shall remain entitled to defend the interests of the Group
          Company involved. At the Seller's request, the Purchaser shall cause
          said Group Company to present all arguments, submit all pleadings,
          take all actions, file all counterclaims and more generally cooperate
          with the Seller and the counsel appointed by the Seller. The Purchaser
          shall provide, and shall cause the Group Companies to provide, the
          Seller, for information purposes, with all information or documents in
          relation to said third-party claim which the Seller may reasonably
          request. However, the Purchaser shall not, and shall cause the Group
          Companies not to, settle, admit liability or withdraw any claim in
          connection with said third-party claim without the prior written
          consent of the Seller.

8.5       Actual Nature of Purchaser Loss

8.5.1     A Purchaser Loss shall be eligible for indemnification by the Seller
          to the extent and only to the extent such Purchaser Loss has actually
          been sustained by the Purchaser or by any of the Group Companies.

8.5.2     Any deficiency assessed by the tax authorities the sole effect of
          which is to shift a tax liability from one fiscal year to another
          shall give rise to indemnification by the Seller only insofar as a
          Group Company is required to pay a penalty, cost or interest charge in
          relation thereto.

8.5.3     Any deficiency assessed with regard to a tax, such as a value-added
          tax, shall give rise to indemnification by the Seller only insofar as
          a Group Company is required to pay a penalty, cost or interest charge
          in relation thereto and provided that it is recoverable in full.

8.5.4     Any indemnification due by the Seller shall be calculated taking into
          account the effect of any net tax savings effectively realized by the
          Group Companies as a result of the tax deductibility of the relevant
          Purchaser Loss.

8.5.5     For purposes of calculation of the indemnification due by the Seller,
          any amounts paid to the Purchaser or the Group Companies under
          insurance policies or any other amount directly connected to the Loss
          concerned, and compensating the Purchaser Loss for which the Purchaser
          Claim is made shall be deducted. If the Seller pays an indemnity in
          respect of a Purchaser Loss and the Purchaser or any of the Group
          Companies subsequently recovers or may recover (even after expiration
          of the relevant time limit set forth in Clause 8.3) all or part of the
          amount of such indemnity from a third party (including insurance
          companies or tax authorities), the Purchaser shall take or shall cause
          the Group Companies to take all reasonable steps to recover such
          amount and, immediately upon recovery thereof, shall pay, or cause the
          Group Companies to pay, to the Seller the amount thereby recovered,
          net of any relating taxes. In the event that the amounts paid
          following such recovery shall result in the Purchaser Loss(es)
          becoming inferior to the amount (Deductible) specified in Clause
          8.6.1, the Purchaser shall repay to the Seller the full amount paid by
          the Seller in respect of all the relevant Purchaser Loss(es).


<PAGE>

8.5.6     Any indemnification due by the Seller shall be based on the amount of
          the Purchaser Loss actually suffered by the Group Companies, and shall
          be computed without regard to any multiple, price-earnings or
          equivalent ratio implicit in negotiating and/or settling the
          Shareholder Loan Transfer Amount.

8.5.7     Only direct Purchaser Losses sustained by the Purchaser or the Group
          Companies shall be eligible for indemnification by the Seller.

8.5.8     Any indemnification due by the Seller shall in all cases be limited to
          the amount of the Purchaser Loss, notwithstanding the fact that the
          event giving rise to the Seller's obligation may originate from an
          inaccuracy of several of the representations made under Clause 5
          hereof.

8.5.9     If a Purchaser Claim is based upon a liability which is contingent
          only, no indemnification shall be due unless and until such Loss
          becomes due.

8.5.10    In the event that a Group Company is required to make a payment in
          connection with a third-party claim, the Seller shall not be required
          to make any indemnification payment in connection thereto before such
          payment has actually been made by such Group Company.

8.5.11    The Seller shall not be held liable for indemnification of any
          Purchaser Loss sustained by a Group Company, to the extent that such
          Purchaser Loss is directly compensated by a gain accruing to the
          benefit of another Group Company and corresponding to the Loss
          suffered by an other Group Company.

8.6       Determination of Indemnification

8.6.1     No indemnification shall be due by the Seller unless the aggregate
          amount of the indemnification owed by the Seller exceeds (after all
          deductions pursuant to this Article 8) EUR 50,000 (fifty thousand
          Euro), and such indemnification shall then become due for the total
          aggregated amount exceeding such deductible amount.

8.6.2     In respect of individual Purchaser Claims, the Purchaser shall be
          entitled to indemnification only if the amount of the indemnification
          exceeds EUR 1,500 (one thousand and five hundred Euro) per such
          individual Purchaser Claim and any indemnification which would be owed
          by the Seller but for this Clause 8.6.2 (i.e., an individual amount
          not exceeding EUR 1,500 (one thousand and five hundred Euro)) shall
          not be counted towards the amount set forth in Clause 8.6.1 above.

8.6.3     The total indemnification that may be due by the Seller to the
          Purchaser (the "TOTAL INDEMNIFICATION") shall not exceed, and the
          liability of the Seller to the Purchaser hereunder shall be limited
          to, the aggregate of the total amount of the Shareholder Loan Transfer
          Amount (as such term is defined in Clause 1.1) and such
          indemnification shall be payable solely by way of set off
          (compensation) by the Purchaser of such Total Indemnification against
          the Shareholder Loan Transfer Amount Payment, at such times and in
          such amounts as such Shareholder Loan Transfer Amount are required to
          be made by the Purchaser pursuant to Clause 2.2 hereof.

8.7       Exonerating and Mitigating Factors

8.7.1     The Seller shall not be held liable for indemnification to the extent
          the Purchaser Loss for which indemnification is sought may be
          attributed to any voluntary action or omission on the part of the
          Purchaser and/or the Group Companies after the Closing Date or any
          change in accounting methods (including consolidation methods) or
          policies of the Group Companies after such date, except if the
          accounting principles applied before the Closing Date did not complied
          with applicable laws.

8.7.2     The Seller shall not be held liable in respect of any breach of
          representation or warranty which would not have occurred but for any
          Tax related law passed after the date of this Agreement with
          retroactive effect.


<PAGE>

8.7.3     The Purchaser, upon learning of the situation giving rise or likely to
          give rise to a Purchaser Loss, shall use its best efforts to mitigate
          the corresponding Purchaser Loss.

8.7.4     In the event that a situation giving rise to a Purchaser Claim is
          curable, the Purchaser shall use its best efforts in order to procure
          that such a cure be implemented.

8.7.5     The Seller shall not be held liable for indemnification if the
          Purchaser has not exercised, or has not caused the Group Companies to
          exercise, any and all rights the Purchaser or the Group Companies may
          have against third parties in connection with the corresponding
          Purchaser Loss.

8.7.6     It is specified, for the sake of clarity, that the Seller shall not be
          held liable for indemnification in respect of any facts or matters
          which were disclosed in any Exhibit attached hereto (it being
          specified that the information and documents appearing in one of the
          Exhibit relate to the representations and warranties to which the
          Exhibit in question refers but shall also be deemed to relate to any
          other representation or warranty to which the said Exhibit or
          information and documents may apply). No indemnification shall be owed
          by the Seller in connection with liabilities reserved against in the
          Closing Financial Statements up to the amounts in line with the
          Accounting Principles.

8.8       Exclusivity of Remedy

          The indemnification provided in this Clause 8.8 shall be the exclusive
          remedy of the Purchaser against the Seller in respect of any breach of
          any representation, warranty, covenant or undertaking of the Seller.

8.9       No other representations by Seller

          The Seller neither makes any representation nor gives any warranty to
          the Purchaser other than as specifically provided for in Clause 5.
          Without limiting the generality of the foregoing, the Seller makes no
          representation and gives no warranty to the Purchaser with respect to
          financial projections, budgets or management analyses relating to any
          of the Group Companies and to the future profitability and financial
          performance of any of the Group Companies

9         INDEMNIFICATION BY PURCHASER

          Subject to the provisions of this Agreement, the Purchaser hereby
          undertakes to indemnify the Seller for all damages, losses and
          reasonable expenses (collectively a "SELLER LOSS") actually suffered
          by the Seller or by any company in the Seller Group as a result of any
          inaccuracy or breach of the representations and warranties or
          covenants of the Purchaser hereunder.

10        GENERAL

10.1      Expenses

          Each Party shall bear the fees, costs and expenses incurred by it in
          respect of its respective counsel, accountants, brokers and other
          business advisers in connection with the preparation, negotiation,
          execution and performance of this Agreement and the consummation of
          the transactions contemplated hereby. Any and all stamp or
          registration duties which may be assessed on account of any act or
          failure to act of any Party, whether intentionally or otherwise, shall
          be borne entirely by such Party, it being understood, for the
          avoidance of doubt, that all registration and stamp duties (and any
          late payment interest or penalties thereon) payable in relation to the
          acquisition of the Securities pursuant to this Agreement shall be for
          the sole account of the Purchaser.

10.2      Entire Agreement; Modification

          This Agreement (including the Exhibits and Schedules hereto) and any
          document delivered by the Seller or the Buyer in accordance herewith,
          constitute the entire agreement between the

<PAGE>

          Parties with respect to the subject matter hereof, and supersede all
          prior agreements and understandings, whether oral or written. This
          Agreement shall not be modified, changed, discharged or terminated
          except by a written agreement signed by all of the Parties.

10.3      Benefits

          This Agreement is intended to be solely for the benefit of the Parties
          and shall be binding upon them and their respective permitted
          successors and assigns. Nothing in this Agreement or any other
          agreement delivered or executed as part of the transactions
          contemplated herein shall be construed to confer a benefit on any
          party that is not a party to this Agreement.

10.4      Assignment

          This Agreement may not be assigned by either Party without the prior
          written consent of the other Party. A sale of substantially all of the
          assets of a Party or the Company or a merger with another Person other
          than an Affiliate of such Party or the Company shall be deemed to be
          an assignment for the purposes of this Agreement.

10.5      Severability

          The invalidity of all or any part of any Article of this Agreement
          shall not render the remainder of that Article or of this Agreement
          invalid, and the Agreement shall be carried out as nearly as possible
          according to its original terms and intent. If any provision of this
          Agreement is so broad as to be unenforceable, such provision shall be
          interpreted and enforced only to the extent that the provision is
          enforceable.

10.6      Notices

          All notices, requests, demands, and other communications given or made
          hereunder (a "NOTICE") shall be in writing and shall be delivered
          personally, sent by registered mail, return receipt requested, postage
          prepaid or transmitted by facsimile to the Party to whom such Notice
          is directed at the following address or at such other address or fax
          number as may be designated by Notice from such Party:

          To the Seller as follows:

          Brightpoint Holdings BV
          55 Rokin,
          1012KK Amsterdam
          The Netherlands
          Fax: +31 20 521 48 21

          For the attention of: Adrian Alferink


<PAGE>

          With a copy to:

          Brightpoint Inc.
          201 Airtech Parkway
          Plainfield, IN 46168
          USA
          Fax: +1 317 707 2514
          For the attention of: Steven E. Fivel

          And to:

          Norton Rose
          Washington Plaza
          42 rue Washington
          75408 Paris Cedex 08
          Fax: +33 1 53 89 56 56
          Attn: Herve Castelnau

          To the Purchaser as follows:

          Initiative et Finance Investissement
          96 avenue d'Iena
          75116 Paris
          Fax: +33 1 47 20 86 90
          For the attention of: Matthieu Douchet

          With a copy to:

          Lamartine Conseil
          16 avenue Hoche
          75008 Paris
          Fax : +33 1 40 69 70 01
          For the attention of: Olivier Renault

          Any Notice given or made in the manner prescribed above shall be
          deemed to have been received o [BLANK IN ORIGINAL] days after the date
          of mailing or on the date of delivery by hand or transmission by
          facsimile.

10.7      Non-Waiver

          The failure to enforce or to require the performance at any time of
          any of the provisions of this Agreement shall in no way be construed
          to be a waiver of such provisions, and shall not affect either the
          validity of this Agreement or any part hereof or the right of any
          Party thereafter to enforce each and every provision in accordance
          with its terms.

10.8      Language

          This Agreement is entered into in both the English and the French
          language. In the event of any dispute concerning the construction or
          meaning of this Agreement, the text of the Agreement as written in
          French shall prevail.

10.9      Governing Law and Dispute resolution

10.9.1    This Agreement shall be governed by and interpreted in accordance with
          the laws of the Republic of France.

10.9.2    Any dispute or litigation arising out of, or in connection with the
          execution, the interpretation or the termination of this agreement (a
          "DISPUTE") shall be settled by an arbitration under the French
          Association Arbitration Rules ("Reglement de l'Association Francaise
          d'Arbitrage") ("AFA") to which the Parties undertake to comply with.


<PAGE>

          The arbitral Court will be composed of a panel of three arbitrators,
          i.e.: one arbitrator appointed by the claimant, one arbitrator
          appointed by the defendant, and one chairperson of the arbitral Court
          appointed by the two first arbitrators thus appointed. Unless
          otherwise agreed by the Parties, the chairman of the arbitral Court
          shall be of a nationality other than French or American and shall have
          a recognized understanding of civil law.

          The arbitral Court shall not have the power to judge "ex-aequo bono".

          The arbitration place shall be Paris, France.

          The language of the arbitration shall be English. Any documents and/or
          evidences communicated in a language other than French or English,
          shall be communicated together with an English translation.

          The arbitral decision shall be final and non-appealable and
          enforceable. In that respect, the parties undertake to perform the
          terms of the arbitral decision spontaneously and without delay. The
          Parties expressly waive any recourse they may have which they are
          entitle dto waive.

          The Parties undertake to keep strictly confidential both the content
          of the submissions (whether oral or written) and the existence of the
          arbitration proceeding itself.



Executed in Paris, on September 30, 2005,

in ___ original copies.






BRIGHTPOINT HOLDINGS BV                     INITIATIVE ET FINANCE INVESTISSEMENT



<TABLE>
<S>                                            <C>
        /s/ Steven E. Fivel                    /s/ Matthieu Douchet
---------------------------------------        -------------------------------------
represented by Steven Edward Fivel             represented by INITIATIVE ET FINANCE
duly authorised for the purpose hereof         GESTION, itself represented by Mr Matthieu
                                               Douchet duly authorised for the purpose
                                               hereof
</TABLE>



<PAGE>


                            LIST OF OMITTED SCHEDULES
IN ACCORDANCE WITH ITEM 601(B)(2) OF ITEM S-K, THE FOLLOWING SCHEDULES HAVE BEEN
OMITTED. THE REGISTRANT WILL PROVIDE COPIES OF THE SCHEDULES TO THE COMMISSION
UPON REQUEST.



Schedule 1           Definitions of EBITDA

Schedule 2.2.3(e)    Example of calculation of the Supplementary Purchase Price

Schedule 5.4.1       Authorisation to be granted to the Seller for the purpose
                     of the execution of the agreement

Schedule 5.5.2       Ownership of the Subsidiary Shares

Schedule 5.7         Compliance with law

Schedule 5.10.2      Off balance sheet commitment

Schedule 5.11.1      Material Contracts

Schedule 5.11.2

Schedule 5.12.2      Group Companies' Intellectual Property Rights

Schedule 5.13.2      Short term facilities likely to be terminated by reason of
                     the execution of the agreement

Schedule 5.14.1      Tax returns

Schedule 5.16.1      List of the employees of the Company Brightpoint France

Schedule 5.16.3      Proceedings pending before the labour court ("Conseil des
                     Prud'hommes")

Schedule 5.16.6

Schedule 5.17        Litigation

Schedule 5.18.1      Material contracts which signature or exclusion could be
                     deemed to be a breach or trigger its termination.