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                                                                    EXHIBIT 10.2

                                 AMENDMENT NO. 1
                           TO SHAREHOLDERS' AGREEMENT

THIS AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT ("Amendment No. 1") is dated
effective as of July 1, 2004 (the "Effective Date") "), by and among BRIGHTPOINT
INDIA PRIVATE LIMITED, a company limited by shares organized under the laws of
India, having its registered office at B-92 Himalaya House, 23, Kasturba Gandhi
Marg, New Delhi 110 001, India (the "Company"), BRIGHTPOINT HOLDINGS B.V., a
company incorporated in The Netherlands and having its principal office at Rokin
55, 1012KK Amsterdam, The Netherlands ("Brightpoint"), and PERSEQUOR LIMITED, a
company incorporated in the British Virgin Islands, having its registered office
at Waterfront Drive, Omar Hodge Building, 2nd Floor, Wickham's Cay, Road Town,
Tortola, British Virgin Islands ("Persequor").

                                    RECITALS

      A. The Company, Brightpoint and Persequor have entered into that certain
Shareholders Agreement dated as of November 1, 2003 (the "Agreement"); and

      B. The Company, Brightpoint and Persequor desire to amend the Agreement
to, among other things, provide more detailed provisions concerning the
appraisal of the Persequor Shares and modify the payment terms respecting the
closing of any sale-purchase transaction pursuant to Section 6 of the Agreement,
subject to and in accordance with the terms and conditions set forth in this
Amendment No. 1.

      NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants and agreements provided herein and in the Agreement, the parties
hereto agree as follows:

1. General.

      1.1. Capitalized terms in this Amendment No. 1 shall have the same meaning
as in the Agreement, unless explicitly defined otherwise herein.

      1.2. All amendments set forth herein are entered into in accordance with
and pursuant to Section 11(d) of the Agreement.

      1.3. This Amendment No. 1 constitutes an integral part of the Agreement
and incorporates all of the provisions thereof and attachments and schedules
thereto, except to the extent any such provision, attachment or schedule in the
Agreement shall have been specifically amended or replaced herein.

      1.4. By execution of this Amendment No. 1, the parties reaffirm and ratify
all warranties, representations, terms, covenants, and agreements set forth in
the Agreement, except as amended by this Amendment No. 1.

      1.5. This Amendment No. 1 shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.

      1.6. The parties undertake to complete any actions and to execute any and
all acts, deeds or other documents as may be necessary or desirable to fully and
effectively carry out and give effect to the undertakings, matters and
transactions contemplated herein.

      1.7. This Amendment No. 1 may be executed in counterparts, all of which
when taken together shall constitute one instrument but each shall be deemed an
original.

2. Amendments.


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      2.1 Section 6(d) of the Agreement is amended to delete the language
thereof in its entirety and to replace it with the following:

            (d) Closing of Purchase. The closing of any sale-purchase
      transaction pursuant to this Section 6 shall take place within thirty (30)
      days of the final determination of the value of the Company pursuant to an
      Appraisal Proceeding at the office of the Company or such other location
      as shall be mutually agreeable and the purchase price shall be paid to
      Persequor pursuant to any of the following methods as may be elected by
      Brightpoint, unless the parties mutually agree to a different method: (i)
      immediately available funds in USD, (ii) common shares of Brightpoint,
      Inc., an Indiana corporation, the number of which shall be determined in
      accordance with Section 6(e), or (iii) any combination thereof; provided,
      however, that if Brightpoint, Inc. common shares are not at that time
      traded/quoted on a United States national or regional securities exchange
      or the National Association of Securities Dealers Automated Quotation
      System, then Brightpoint shall pay the purchase price solely in
      immediately available funds in USD. At the closing:

                  (A)   Persequor shall deliver to Brightpoint the certificates
                        evidencing the relevant Persequor Shares, duly endorsed
                        and in negotiable form with all the requisite
                        documentary stamps affixed thereto together with such
                        written representations as Brightpoint may require in
                        order for it to comply with applicable U.S. federal
                        securities laws in connection with the issuance by it to
                        Persequor of any Brightpoint Inc. common shares pursuant
                        to this Agreement; and

                  (B)   Brightpoint shall pay and deliver the purchase price to
                        Persequor as follows:

                        (1)   to the extent payment is made in USD, it shall be
                              in cash in immediately available funds delivered
                              by wire or telegraphic transfer to such account as
                              may be designated by Persequor; and

                        (2)   to the extent payment is made in Brightpoint, Inc.
                              common shares, such shares shall be properly
                              authorized and issued and currently listed/quoted
                              on a United States national or regional securities
                              exchange or the National Association of Securities
                              Dealers Automated Quotation System and shall be
                              delivered to such account or representative as may
                              be designated by Persequor together with, if
                              applicable, the certificates evidencing such
                              shares, duly endorsed and in negotiable form with
                              all the requisite documentary stamps affixed
                              thereto.

      2.2 Section 6 of the Agreement is amended to add Section 6(e) as follows:

            (e) Determination of Number of Brightpoint, Inc. Common Shares.
      Subject to the proviso in Section 6(d), in the event Brightpoint elects to
      pay the purchase price of any sale-purchase transaction pursuant to this
      Section 6 in Brightpoint, Inc. common shares, in whole or in part, the
      number of shares to be delivered in respect of the specified percentage of
      such purchase price to be paid shall be equal to the USD amount of such
      specified percentage divided by the Market Price (as defined below) of a
      share of Brightpoint, Inc. common shares. However, no fractional shares of
      Brightpoint, Inc. common shares will be delivered in payment, in whole or
      in part, of such purchase price. Instead, Brightpoint will pay in
      immediately available funds in USD based on the Market Price for all
      fractional shares of Brightpoint, Inc. common shares. For purposes of this
      Section 6(e), "Market Price" means the average of the Sales Prices (as
      defined below) of Brightpoint, Inc. common shares for the thirty (30)
      Trading Day (as defined below) period ending on the Trading Day
      immediately prior to the applicable closing date. The "Sale Price" on any
      Trading Day means the closing per share sale price for Brightpoint, Inc.
      common shares (or, if no closing sale price is reported, the average of
      the bid and ask prices or, if more than one in either case, the average of
      the average bid and average ask prices) on such Trading Day as reported in
      the composite for transactions for the principal United States securities


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      exchange on which the Brightpoint, Inc. common shares are traded or, if
      such shares are not listed on a United States national or regional
      securities exchange, as reported by the National Association of Securities
      Dealers Automated Quotation System. A "Trading Day" means each day on
      which the securities exchange or quotation system that is used to
      determine the Sales Price is open for trading or quotation.

      2.3 Section 6 of the Agreement is amended to add Section 6(f) as follows:

            (f) Other. The Company, Brightpoint and Persequor agree that the
      indirect or direct value of the Indian Carrier Sales (as defined below)
      which have occurred, or which occur, at any time prior to 1 July 2005
      shall not be considered for purposes of calculating, determining or
      enhancing the value of the Persequor Shares pursuant to an Appraisal
      Proceeding, whether through increased valuation multiples, market
      comparables, discounted cash flows, net present value calculations,
      goodwill or otherwise. Each Appraiser shall be instructed, in writing, to
      disregard any indirect or direct value of such Indian Carrier Sales and
      Persequor hereby unconditionally and irrevocably (i) waives its right to
      assert any indirect or direct value of such Indian Carrier Sales for
      purposes of calculating, determining or enhancing the value of the
      Persequor Shares, and (ii) consents to the third-party appointed Appraiser
      to totally disregard or otherwise adequately adjust its appraisal to
      reflect that the indirect or direct value of such Indian Carrier Sales
      which have occurred, or which occur, at any time prior to 1 July 2005
      shall be excluded from each appraisal, pursuant to an Appraisal
      Proceeding, of the Persequor Shares. For purposes of this Section 6(f),
      "Indian Carrier Sales" mean the sale of CDMA technology wireless
      telecommunication devices by the Company and its affiliates and
      subsidiaries, including, but not limited to, Brightpoint Asia Limited, to
      Reliance Industries Limited, Tata Teleservices Limited, or any other
      wireless telecommunications services provider located within the
      Territory, and their respective subsidiaries, affiliates, successors,
      assigns, distributors, resellers, dealers or agents within the Territory.
      For the avoidance of doubt, the Persequor Shares shall not be benefited,
      enhanced or increased in value in any manner, directly or indirectly, as a
      result of, or caused by, the Indian Carrier Sales which have occurred, or
      which occur, at any time prior to July 1, 2005, in any appraisal, pursuant
      to an Appraisal Proceeding, or in connection with any arbitration
      commenced with respect to any dispute arising out of or in connection with
      this Agreement or the matters contemplated herein. Furthermore, for the
      avoidance of doubt, the Persequor Shares shall be benefited, enhanced and
      increased in value as a result of, or caused by, any Indian Carrier Sales
      which may occur at any time after July 1, 2005, and such Indian Carrier
      Sales shall be included in any appraisal, pursuant to an Appraisal
      Proceeding, or in connection with any arbitration commenced with respect
      to any dispute arising out of or in connection with this Agreement or the
      matters contemplated herein.


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      IN WITNESS WHEREOF, this Amendment No. 1 has been executed by or on behalf
of the parties hereto on the dates set forth below effective as of the Effective
Date.



BRIGHTPOINT INDIA PRIVATE LIMITED


By:   /s/ Robert J. Laikin
   -----------------------------------
Name:  Robert J. Laikin
Title: Director
Dated: September 30, 2004



BRIGHTPOINT HOLDINGS B.V.                PERSEQUOR LIMITED


By:  /s/ Steven E. Fivel                 By:  /s/ Jac Currie
   -----------------------------------      ------------------------------------
Name:  Steven E. Fivel                   Name:  J.A. Currie
Title: Managing Director                 Title: Director
                                         Dated: October 3, 2004

MEES PIERSON INTERTRUST B.V.

By:   /s/ P.F. 'tHart  /s/ H.J. Brand
   -----------------------------------
Name:  P.F. 'tHart, H.J. Brand
Title: Managing Director
Dated: October 6, 2004


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