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                                                                    EXHIBIT 10.1

                          MANAGEMENT SERVICES AGREEMENT

      THIS MANAGEMENT SERVICES AGREEMENT (this "Agreement") is dated effective
as of July 1, 2004 (the "Effective Date") by and between BRIGHTPOINT ASIA
LIMITED, a company incorporated in the British Virgin Islands, having a
principal office at Coverdale Trust Services Limited, 30 DeCastro Street, Road
Town, Tortola, British Virgin Islands ("Company"), 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 ("Manager").

                                    RECITALS

      A. Company and its affiliates and subsidiaries are engaged in the business
of distributing wireless telecommunication handsets and related accessories to
customers located in the Indian Sub-Continent, Hong Kong and Singapore, are
contemplated to be engaged in such business in Mauritius, and might engage in
such business in other territories as may be mutually agreed in writing by
Company and Manager, under the Basic Documents (as defined in Exhibit A to this
Agreement) (collectively, the "Business").

      B. Company wishes to retain the services of Manager as Manager of the
Business, with responsibilities for the management, operation, reporting and
servicing of the Business as set forth in this Agreement.

      C. Manager is willing to perform such services as provided herein.

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

1. APPOINTMENT OF MANAGER. Effective as of the Effective Date, Company hereby
appoints Manager as manager of the day-to-day operations of the Business with
the powers, duties and responsibilities and upon the terms and conditions set
forth herein. By its execution hereof, Manager accepts such appointment. Manager
shall have no right or authority, expressed or implied, to commit or otherwise
obligate Company in any manner whatsoever except to the extent specifically
provided herein or specifically authorized in writing by Company. Manager shall
have no interest in the ownership of the Business.

2. MANAGEMENT OF THE BUSINESS. Manager shall devote its time and resources
necessary to manage and operate the Business in a professional manner and
exercising a standard of care, diligence, competence and performance consistent
with the prevailing standard of the Business. Manager shall make available to
Company the full benefit of the judgment, experience and advice of the members
of Manager's organization and staff, including the staff of its subsidiary,
Brightpoint Middle East FZE ("BPME"), with respect to the policies to be pursued
by Company for the management and operation of the Business. Manager shall act
in a fiduciary capacity with respect to the proper protection of and accounting
for Company's assets and the Business.

3. SPECIFIC POWERS, DUTIES AND RESPONSIBILITIES OF MANAGER. Without limiting the
duties and obligations of Manager under any other provisions of this Agreement,
Manager shall have the powers, duties and responsibilities and perform the
services ("Services") as expressly set forth in Exhibit A to this Agreement.
Company shall take such action as may be required to execute such powers of
attorney and other documents, in form and substance reasonably acceptable to
Company, as may be necessary to enable Manager to have all necessary authority
to perform its duties and responsibilities set forth in this Agreement. Manager
acknowledges that Mobiltron China Limited ("Mobiltron") currently provides
logistics services to the Company in connection with the Business, and agrees to
coordinate and cooperate with Mobiltron and any other company that may provide
logistics or other services to the Company with respect to the Business; and
Company shall cause Mobiltron and any such other company to properly coordinate
and cooperate with Manager.

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4. COMPENSATION FOR SERVICES. As compensation for Manager's performance of the
Services hereunder, Company shall pay Manager the following fees and the amount
referred to in Article 8.1 hereof, whether the Business is carried out by or
through Company and/or its affiliates or subsidiaries (whether now existing or
hereafter acquired or created):

      4.1 GSM Sales Management Fee. Company shall pay to Manager a quarterly
management fee equal to twelve and one-half percent (12.5%) of the net operating
income before income taxes (computed in accordance with United States of America
generally accepted accounting principles) actually realized by the Company's
Business directly from sales of GSM wireless telecommunication devices ("GSM
Handsets") in the Territory per calendar quarter payable within thirty (30) days
after the end of each calendar quarter during the term of this Agreement (the
"GSM Sales Management Fee"). For the avoidance of doubt, the GSM Sales
Management Fee shall be excluded from the costs for the purpose of calculating
the net operating income before income taxes used for the purpose of calculating
the GSM Sales Management Fee.

      4.2 CDMA Sales Management Fee. Company also shall pay Manager an
additional quarterly management fee per calendar quarter payable within thirty
(30) days after the end of each calendar quarter during the one (1) year period
following the effective date of this Agreement equal to nine percent (9%) of the
CDMA Adjusted Gross Profit (as defined below) actually realized by the Company's
Business directly from sales of CDMA wireless telecommunication devices ("CDMA
Handsets") to Reliance Industries Limited, Tata Teleservices Limited, or any
other wireless telecommunications services provider located within India, and
their respective subsidiaries, affiliates, successors, assigns, distributors,
resellers, dealers or agents within India (collectively, "Indian Carrier
Sales"), during a calendar quarter (the "CDMA Sales Management Fee"). For
purposes of this Section 4.2, "CDMA Adjusted Gross Profit" shall mean the actual
net selling prices received by the Business for the sale of the CDMA Handsets,
less the costs of the CDMA Handsets sold, including product cost, direct
material, direct labor, provisions for obsolescences, inventory losses
(including, but not limited to, theft, damage and shrinkage), inbound and
outbound freight, handling, shipping, warehousing, insurance, letter of credit
and bank fees, fully or partially uncollectable invoices, and any other direct
costs of goods sold or cost of sale expenses for the sale of such CDMA Handsets;
provided, however, that for the avoidance of doubt the CDMA Sales Management Fee
shall not be included in such costs for the purpose of calculating the CDMA
Adjusted Gross Profit used for the purpose of calculating the CDMA Sales
Management Fee. No CDMA Sales Management Fee shall be due and payable with
respect to any CDMA Adjusted Gross Profit actually realized by the Business
after June 30, 2005 unless otherwise agreed in writing by Company and Manager.

      4.3 Offset Against Amounts Due under Notes. If any amount is then due
under the Notes, as such term is defined in that certain Share Sale and Purchase
Agreement by and among Brightpoint International Ltd., Brightpoint Holdings B.V.
("BV2"), Brightpoint, Inc., Manager, Brightpoint Jordan Limited and Brightpoint
Middle East FZE dated August 7, 2002 ("SPA"), the GSM Sales Management Fee and
the CDMA Sales Management Fee under Sections 4.1 and 4.2 hereof, or any other
amounts then due and payable by Company to Manager pursuant to this Agreement,
with respect to the quarter in question shall be offset against such due amount
and paid as follows: (i) Company shall immediately pay directly to the holder of
the Notes the portion of such GSM Sales Management Fee and CDMA Sales Management
Fee up to the amount then due under such notes (and shall forthwith provide
written evidence in that regard to Manager) and (ii) Company shall pay the
excess amount of such GSM Sales Management Fee and CDMA Sales Management Fee
directly to Manager within thirty (30) days after the end of such quarter. If no
amount is then due under the Notes, then Company shall pay directly to Manager
all of the GSM Sales Management Fee and the CDMA Sales Management Fee under
Sections 4.1 and 4.2 hereof with respect to the quarter in question within
thirty (30) days after the end of such quarter.

5. EMPLOYEES; SECONDMENT.


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      5.1 Supervision. Manager shall be responsible for all of its employees or
employees of BPME, the supervision of all persons performing services in
connection with the performance of all of its obligations relating to the
maintenance and operation of the Business, and determining the manner and time
of performance of all acts hereunder.

      5.2 Secondment. To assist Company in the conduct of the Business, Manager
agrees to, or to procure that BPME, second up to five (5), or such other number
as Company and Manager may mutually agree in writing, of Manager's and/or BPME's
employees (the "Seconded Employees") to Company upon Company's request at any
given time during the term of this Agreement on the following basis:

            A. Upon Company's request for Seconded Employees, Manager shall
      notify Company of the identity, background, experience and terms and
      conditions of employment of the individual employees of Manager and/or
      BPME that are available for secondment to Company. Manager shall have the
      sole right to choose which of its or BPME's employees shall be available
      to become Seconded Employees. Manager should give reasonable notice to
      Company in advance of any changes of employees available for secondment
      when practicable. Company shall select the individual employees made
      available for secondment to Company and such individual employees shall
      become Seconded Employee(s) with effect from a date mutually agreed by the
      parties.

            B. Such Seconded Employees may be located at the premises of
      Manager, BPME or Company, or elsewhere as Manager may in its reasonable
      discretion determine.

            C. A Seconded Employee shall, at all times, remain under the
      sponsorship of, and an employee of, Manager or BPME, as the case may be
      (as between Manager or BPME and Company), and shall remain eligible to
      participate in any and all benefit plans offered by Manager or BPME, as
      the case may be, for which such Seconded Employee qualifies.

            D. Company shall observe the terms under which the Seconded
      Employees are employed by Manager or BPME, as the case may be, as if it
      were the actual employer of the Seconded Employees and shall not do or
      omit to do anything which would cause Manager or BPME, as the case may be,
      to breach any of its obligations to the Seconded Employees.

            E. Manager or BPME, as the case may be, shall have the sole right to
      determine the terms and details of the employment of the Seconded
      Employees, including, but not limited to, determining salaries, benefits,
      end-of-service remuneration and other compensation and policies on
      bonuses, holidays, vacations and maternity/paternity leaves and the like.
      If a Seconded Employee resigns or is terminated by Manager or BPME, as the
      case may be, Manager shall promptly notify Company and, upon Company's
      request, Manager shall replace him/her with another individual employee
      available for secondment, who will be seconded to Company under the terms
      of this Agreement. Company shall not have the authority to terminate the
      employment of a Seconded Employee with Manager or BPME. Manager shall
      replace, or procure the replacement of, a Seconded Employee upon Company's
      reasonable request.

            F. Manager and/or BPME, as the case may be, shall pay the salaries,
      benefits, end-of-service remuneration and all other compensation due the
      Seconded Employees. Company shall reimburse Manager and/or BPME, as the
      case may be, any and all incremental administrative or set-up costs and
      expenses mutually agreed in writing that might be paid or otherwise
      incurred by Manager or BPME, as the case may be, relating to each Seconded
      Employee.

            G. To assist in the implementation of Section 5.2(F) hereof, Company
      shall, within ten (10) days after the date hereof, open or cause to be
      opened a bank account in Dubai, U.A.E., in the name of and to be operated
      by Manager, for the purpose of the payment to the Seconded Employees and
      the


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      reimbursement of Manager and BPME, as the case may be, of the amounts and
      costs and expenses referred to in Section 5.2(F). Company shall insure
      that sufficient funds are available and/or deposited in such account at
      the beginning of each month.

            H. Manager shall provide to Company a written monthly report, within
      fifteen (15) days after the end of the month in question, of the amounts
      and costs and expenses referred to in Sections 5.2(F) and 5.2(G) hereof
      incurred during such month.

      5.3 Non-Solicitation. Company agrees that, during the term of this
Agreement and for a period of two (2) years after the expiry or termination
hereof for any reason whatsoever, neither it nor any of its affiliates or
subsidiaries (whether now existing or hereafter acquired or created) will,
directly or indirectly (whether through subsidiaries, joint ventures or
otherwise), in any manner whatsoever solicit for employment any Seconded
Employee or request, induce or advise any Seconded Employee to leave the employ
of Manager or BPME.

6. ACCOUNTING AND RECORDS. Manager shall maintain a comprehensive system of
office records, books and accounts, which shall belong to Company to the extent
that they relate exclusively to the Business; provided, however, that nothing
herein shall be considered that Manager has transferred, and Company hereby
acknowledges and agrees that Manager hereby retains, any and all intellectual
property rights with respect to such system. For the avoidance of doubt, Manager
acknowledges and agrees that Manager shall establish and maintain separate
office records, books and accounts to be used exclusively for the management and
operation of the Business. Manager shall be required to convey such records in
accordance with Exhibit C to this Agreement. Company and persons designated by
Company shall have reasonable access, including, but not limited to, access
through Manager's enterprise resource planning (ERP) system, at all times during
business hours to such records, accounts and books and to all invoices,
vouchers, files and all other material pertaining exclusively to the Business
and this Agreement, all of which Manager agrees to keep safe. Company shall
provide Manager with a standard chart of accounts and report formats that are to
be used unless otherwise agreed to in writing in advance by Company. Such
foregoing reporting requirements may be modified from time to time after good
faith discussion and agreement in writing between Company and Manager.

7. REPORTS. Manager shall provide Company with the reports, in the frequency,
manner, content and format, described in Exhibit C to this Agreement. Such
reports shall constitute a portion of the Services described in Exhibit A to
this Agreement.

8. EXPENSES OF MANAGER.

      8.1 GSM Handsets, Etc. In addition to the payments referred to elsewhere
in this Article 8, Company shall pay to Manager for purposes of Manager's costs
and expenses an amount equal to twelve percent (12%) of the GSM Adjusted Gross
Profit (as defined below) generated directly from the Company's Business's
directly from the sales of GSM Handsets in the Territory (the "Operating Expense
Payment"). For purposes of this Section 8.1, "GSM Adjusted Gross Profit" shall
mean the actual net selling prices received by the Business for the sale of GSM
Handsets, less direct material, direct labor, provisions for obsolescence,
inventory losses (including, but not limited to, theft, damage and shrinkage),
inbound and outbound freight, handling, shipping, warehousing, insurance, letter
of credit and bank fees, fully or partially collectible invoices and any other
direct cost of goods sold or cost of sale expenses for the sale of such products
and/or services; provided, however, that for the avoidance of doubt the
Operating Expense Payment, financing charges, costs relating to Hannu Ruoppa and
"Sales, General & Administrative Expenses" shall not be included in such costs
for the purpose of calculating the GSM Adjusted Gross Profit used for the
purpose of calculating the Operating Expense Payment. The Operating Expense
Payment amount shall be paid by Company to Manager on a monthly basis by the
fifteenth (15th) day of each month, with the particular payment in question to
be based on the GSM Adjusted Gross Profit generated during the immediately
preceding month.


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      8.2 CDMA Handsets. Commencing July 1, 2005, in the event the total number
of CDMA Handsets sold through the Indian Carrier Sales exceeds one million
(1,000,000) units during any calendar quarter during the term of this Agreement,
Company shall reimburse Manager for the actual and reasonable incremental
expenses incurred or expensed by Manager to administer the orders for the CDMA
Handsets in excess of one million (1,000,000) units.

      8.3 Secondment Expenses. Company shall reimburse and pay to Manager any
and all incremental administrative or set-up costs and expenses paid or
otherwise incurred by Manager or due to Manager in accordance with Section
5.2(F) hereof.

      8.4 Freight, Handling and Insurance. Company shall reimburse Manager for
any and all of Manager's actual expenses in respect of freight, handling and
insurance costs with respect to purchase and sale transactions entered into by
Manager with respect to the Business in accordance with this Agreement within
fifteen (15) days of Company's receipt of an invoice therefor from Manager,
which invoice Manager shall issue twice each calendar month on the fifteenth
(15th) and thirtieth (30th) day of each calendar month.

      8.5 Other Expenses. Company shall reimburse Manager for any other expenses
as the parties may mutually agree in writing, including, but not limited to,
those expenses respecting the services of Hannu Ruoppa.

9. EXPENDITURE AUTHORIZATION. Manager is hereby authorized to make payments on
behalf of Company from (i) the bank account referred to in Section 5.2(G) hereof
with respect to the matters referred to in Section 5.2 hereof and (ii) such bank
accounts as Company may designate from time to time to Nokia (H.K.) Limited,
such other vendors or suppliers as Company may identify and designate in writing
from time to time, Brightpoint, Inc., BAX Global Limited and BV2 for the sole
purpose of purchasing wireless telecommunication handsets and related
accessories in furtherance of the Business and in accordance with the Policies
and Procedures (as hereinafter defined).

10. CONTROLS. Manager agrees to perform its obligations under this Agreement in
compliance with Company's policies and procedures ("Policies and Procedures") as
set forth on Exhibit D to this Agreement. Company may revise such Policies and
Procedures from time to time in its reasonable discretion after good faith
discussions with Manager on how to implement such revised Policies and
Procedures, and as long as such revisions are not promulgated or implemented
specifically to diminish Manager's rights or materially expand Manager's
obligations under this Agreement. Manager shall not execute or otherwise enter
into or bind Company with respect to any contract or agreement that in any
single instance, whether payable in installments or in a lump sum, involves an
expenditure or obligation on the part of Company in excess of the amounts
budgeted therefor from time to time or does not comply with the Policies and
Procedures, unless approved in writing by Company, which approval shall not be
unreasonably withheld or delayed.

11. REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants
that: (i) it has full legal right, capacity, corporate power and authority to
execute and deliver this Agreement, to perform its obligations and to consummate
the transactions contemplated herein and to comply with the terms, conditions
and provisions of this Agreement; (ii) the execution, delivery and performance
of this Agreement by it has been duly authorized and no further board or
shareholder action on the part of such party will be necessary to authorize such
execution, delivery and performance; and (iii) this Agreement has been duly
executed and delivered by such party and constitutes the valid and binding
obligation of such party, enforceable against it in accordance with its terms.


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12. INDEMNITIES.

      12.1 By Manager. Manager agrees to indemnify, defend and hold Company
harmless from and against any claims (and costs and damages, including
reasonable attorneys' fees) which may be made against or incurred by Company
arising out of: (i) any gross negligence or misconduct of Manager, BPME or their
respective employees; (ii) any breach of this Agreement by Manager; (iii) any
failure of Manager to perform any of the Services in accordance with the
requirements of this Agreement other than due to the act or omission of Company
or its affiliates or any of its or their respective employees; (iv) any act of
Manager beyond the scope of Manager's authority under this Agreement that is not
otherwise authorized by Company; or (v) any action brought against Company by
any employee of Manager or BPME.

      12.2 By Company. Company agrees to indemnify, defend and hold Manager
harmless from and against any claims (and costs and damages, including
reasonable attorneys' fees) which may be made against or incurred by Manager
arising out of: (i) any gross negligence or misconduct of Company or its
affiliates or its or their respective employees; (ii) any breach of this
Agreement by Company; or (iii) the Business or operations of Company except,
with respect to this clause (iii), to the extent they arise out of the gross
negligence or misconduct of Manager, BPME or their respective employees.

      12.3 Survival. These indemnities shall survive any expiration or
termination of this Agreement.

13. LIMITATION. IN NO EVENT, WHETHER FOR BREACH OF CONTRACT, WARRANTY,
NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY FOR PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS
EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE
PRODUCTS, FACILITIES, OR SERVICES, OR DOWNTIME COST.

14. TERM, TERMINATION AND PURCHASE RIGHTS.

      14.1 Term. This Agreement shall have an initial term commencing as of the
Effective Date and expiring on October 31, 2007 ("Initial Term"). Following the
expiration of the Initial Term, this Agreement shall automatically renew for
additional periods of one (1) year each, unless either party provides the other
party with written notice of intention not to renew this Agreement at least
ninety (90) days prior to the end of the then current term.

      14.2 Termination by Company. Company may, at all times during or after the
Initial Term and any extension thereof, terminate this Agreement upon at least
forty-five (45) days' prior written notice to Manager in the event that: (i)
Manager breaches this Agreement, which notice shall specify the nature of the
breach in reasonable detail, with termination becoming effective at the end of
said forty-five (45) day period unless the breach is cured within thirty (30)
days of the date of such notice; (ii) Manager breaches any of its obligations to
make payments under the Notes, regardless of the character or type of any such
payment and whether such payments are due and payable on the stated maturity
date or by acceleration, or otherwise in accordance with their terms; (iii)
Manager's acts have involved fraud, theft, dishonesty or embezzlement; (iv) a
receiver, liquidator or trustee for Manager is appointed by court order, or a
petition to liquidate or reorganize Manager is filed against Manager under any
bankruptcy, reorganization or insolvency law, and such order or petition is not
vacated or dismissed within sixty (60) days, or Manager files a petition in
bankruptcy or requests reorganization under any provision of the bankruptcy,
reorganization or insolvency laws, or if Manager makes an assignment for the
benefit of its creditors, or if Manager is adjudicated a bankrupt; or (v) both
John Alexander Currie and Tor G. Malmros shall no longer be either at least a
ten percent (10%) shareholder or be actively involved in the management of
Manager.


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      14.3 Termination by Manager. Manager may, at all times during or after the
Initial Term and any extension thereof, terminate this Agreement upon at least
forty-five (45) days' prior written notice to Company in the event that: (i)
Company breaches this Agreement, which notice shall specify the nature of the
breach in reasonable detail, with termination becoming effective at the end of
said forty-five (45) day period unless the breach is cured within thirty (30)
days of the date of such notice; or (ii) a receiver, liquidator or trustee for
Company is appointed by court order, or a petition to liquidate or reorganize
Company is filed against Company under any bankruptcy, reorganization or
insolvency law, and such order or petition is not vacated or dismissed within
sixty (60) days, or Company files a petition in bankruptcy or requests
reorganization under any provision of the bankruptcy, reorganization or
insolvency laws, or if Company makes an assignment for the benefit of its
creditors, or if Company is adjudicated a bankrupt.

      14.4 Manager's Obligations after Expiration or Termination. Upon the
expiration or termination of this Agreement, Manager shall:

            A. Deliver to Company, or such other person or persons designated by
      Company, all books and records of the Business and all funds or credits in
      the possession of Manager belonging to Company and received under this
      Agreement; and

            B. Manager shall, for a period of ninety (90) days after such
      expiration or termination, make itself available to consult with and
      advise Company, or such other person or persons designated by Company,
      regarding the operation of the Business, for which Manager shall be paid
      such fees as may be agreed in good faith by the parties hereto.

      14.5 Survival. Upon termination or expiration of this Agreement, the
obligations of the parties hereto (except those specified as surviving) shall
cease as of the effective date of such termination or expiration, except that
Manager shall be entitled to receive any and all compensation which may be due
and/or accrued to Manager hereunder at the time of such termination or
expiration.

      14.6 Purchase Right. Company hereby agrees to provide Manager with written
prior notice of at least sixty (60) days of its intent to sell or otherwise
dispose of (each a "Transfer") all or substantially all of the Business (whether
in one (1) transaction or a series of transactions) to a third party that is not
an Associate (as defined below) of Company, and Manager shall have a right of
first offer to purchase the Business or any part thereof on terms no worse than
offered to or by any such third party. Such right may be exercised by Manager in
its sole discretion with respect to each partial Transfer or full Transfer (with
no obligation to do so); provided, however, that if Manager does not exercise
such right within twenty (20) days after receipt of such notice from Company
with respect to a partial Transfer or full Transfer, such right will be deemed
to have been forfeited by Manager with respect to such partial Transfer or full
Transfer only, as the case may be. For the purposes of this Section 14.6,
"Associate" means, in relation to Company, any Person that, directly or
indirectly through one or more intermediaries, Controls, is Controlled by or is
under common Control with Company, and "Control" means (a) the power (whether
directly or indirectly and whether by the ownership of share capital or the
possession of voting power by contract or otherwise) to appoint and/or remove
all or such of the members of the board of directors or other governing body of
a Person as are able to cast a majority of votes capable of being cast by the
members of that board or body on all, or substantially, all matters, or
otherwise to control or have the power to control the policies and affairs of
that Person; and/or (b) the holding and/or the possession of the beneficial
interest in and/or the ability to exercise the voting rights applicable to
shares or other securities in a Person which confer in aggregate on the holders
thereof more than fifty percent (50%) of the total voting rights exercisable at
general meetings of that Person on all, or substantially all, matters. For
purposes of this Section 14.6, "Entity" means a company, corporation,
partnership, joint venture, firm, trust, unincorporated association, state or
governmental agency, or other entity and "Person" means an individual or an
Entity.

      14.7 Mauritius Subsidiary. As a specific, limited and temporary exception
to the non-compete restriction in favor of Manager provided for in Article
8.2(a) of the SPA, Manager hereby agrees to permit


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Company to incorporate and operate during the term of this Agreement one (1)
subsidiary in Mauritius to carry out activities therein relating to the
Business.

15. CONFIDENTIAL INFORMATION. Each party and its affiliates, full or part-time
employees, officers and directors will treat as confidential all Confidential
Information (as defined below) of the other party, will not use such
Confidential Information except as expressly set forth herein or otherwise
authorized in writing, will implement reasonable procedures to prohibit the
disclosures, unauthorized duplication, misuse or removal of the other party's
Confidential Information and will not disclose such Confidential Information to
any third party except as may be necessary and required in connection with the
rights and obligations of such party under this Agreement. Without limiting the
foregoing, each of the parties will use at least the same procedures and degree
of care which it uses to prevent the disclosure of its own confidential
information of like importance to prevent the disclosure of Confidential
Information disclosed to it by the other party under this Agreement, but in no
event less than reasonable care.

      Furthermore, Manager shall use its best efforts to prohibit its employees,
officers and directors from using any Confidential Information or other know-how
developed exclusively for Company during their employment with Manager for a
period of one (1) year after termination of employment with Manager.

      For the purposes of this Agreement, the term "Confidential Information"
shall mean any information disclosed by one party to the other pursuant to this
Agreement, which is written, graphic, machine readable or other tangible form
and is marked "Confidential", "Proprietary" or in some other manner to indicate
its confidential nature. Confidential Information may also include oral
information disclosed by one party to the other pursuant to this Agreement,
provided that such information is designated as confidential at the time of
disclosure and reduced to a written summary by the disclosing party, within
thirty (30) days after its oral disclosure, which is marked in manner to
indicate its confidential nature and delivered to the receiving party.

      Upon the termination of this Agreement for any reason, a party
("Responding Party") shall, at the request of the other party ("Requesting
Party"), promptly return to the Requesting Party or its designated
representatives or otherwise dispose of as the Requesting Party may instruct all
material that contain Confidential Information of the Requesting Party in
written, recorded or other tangible form (other than correspondence between
Company and Manager) which the Responding Party may have in its possession,
custody or under its direct or indirect control.

16. NO AGENCY. The relationship between the parties to this Agreement shall be
that of an independent contractor relationship. Nothing contained in this
Agreement shall be construed to establish Manager as agent of Company.

17. ASSIGNMENT; DELEGATION.

      17.1 By Manager. Manager shall not delegate or assign, whether directly or
indirectly, or by operation of law or otherwise, or attempt to delegate its
obligations or assign its rights under this Agreement, and any such act without
Company's prior written consent shall be void; provided, however, Manager may
utilize employees of BPME to perform the Services. This Agreement is a personal
services agreement, and neither this Agreement, nor any of Manager's rights or
obligations hereunder shall be transferable in whole or in part by Manager or by
operation of law. The foregoing restrictions shall apply to (i) a transfer
whereby both John Alexander Currie and Tor G. Malmros shall no longer each be at
least a ten percent (10%) shareholder of the voting classes of stock or equity
ownership of Manager or (ii) a material change in the management of Manager
whereby both John Alexander Currie and Tor G. Malmros are no longer actively
involved in the management of Manager. Company's consent to any transfer or
assignment will not be deemed a consent to a subsequent transfer or assignment.


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      17.2 By Company. Company shall have the right at any time and from time to
time, on prior written notice to Manager, to assign this Agreement and Company's
rights and obligations hereunder, to an Affiliate (as hereinafter defined) of
Company. For the purposes of this Section 17.2, "Affiliate" shall mean any
entity wholly owned, directly or indirectly, by Brightpoint, Inc. (or any
successor by merger).

18. BINDING EFFECT. This Agreement shall be binding upon, and shall inure to the
benefit of the parties hereto and their respective successors and assigns.

19. NO WAIVER. The failure of either Company or Manager to seek redress for
breach, or to insist upon the strict performance of any covenant, agreement,
provision or condition of this Agreement shall not constitute a waiver thereof,
and Company and Manager shall have all remedies provided herein and by
applicable law with respect to any subsequent act which would have originally
constituted a breach.

20. GOVERNING LAW; ARBITRATION.

      20.1 Governing Law. This Agreement is governed by and shall be construed
in accordance with the laws of the State of New York, U.S.

      20.2 Arbitration. Any dispute arising out of or in connection with this
Agreement and the matters contemplated therein shall be settled amicably between
the parties. In the event that a dispute cannot be settled amicably, the parties
hereby agree that such dispute shall be finally settled by arbitration which
shall be conducted in London, England in the English language under the rules of
the London Court of International Arbitration ("LCIA"), in the manner set forth
below.

            A. The matter shall be referred to one (1) arbitrator to be agreed
      upon by the parties, but if the parties are unable to agree as to the
      appointment of the arbitrator within fifteen (15) days of either party
      giving notice of reference to arbitration each party within thirty (30)
      days of such notice shall appoint one (1) arbitrator and the two (2)
      arbitrators thus appointed shall agree upon a third arbitrator. If a party
      fails to appoint an arbitrator within the said thirty (30) days, or if the
      two (2) arbitrators cannot agree upon the appointment of a third
      arbitrator within fifteen (15) days from the date on which was appointed
      the later of the two (2) arbitrators, such arbitrator or third arbitrator,
      as the case may be, shall be appointed by application of a party to the
      President for the time being of the LCIA.

            B. The award made by the sole arbitrator, all three (3) arbitrators,
      or a majority thereof, as the case may be, shall be final and binding on
      the parties and may be enforced in any court of competent jurisdiction.

            C. Notwithstanding any provision to the contrary in this Agreement,
      this Section 20.2 shall survive the termination of this Agreement or any
      other provision hereof, and upon such event shall take effect as an
      independent arbitration agreement.

21. COMPLIANCE.

      21.1 General. Each party will at all times and at its own expense:

            A. comply with, and pay all fees and other charges required by, all
      applicable laws, rules, regulations and governmental orders, now or
      hereafter in effect, relating to its performance of this Agreement; and

            B. maintain in full force and effect all licenses, permits,
      authorizations, registrations and qualifications from all applicable
      governmental departments and agencies to the extent necessary to perform
      its obligations hereunder.


                                       9
<PAGE>

      21.2 Other.

            A. Manager warrants that it is familiar with the provisions of the
      U.S. Foreign Corrupt Practices Act (the "FCPA"), that Manager is not
      currently a representative, employee or officer of a government or
      political party and that it has no knowledge of any act that has been
      taken or is contemplated that would violate the FCPA in connection with
      performance of this Agreement.

            B. Manager shall not make or promise to make any gift or payment of
      money or anything of value either directly or indirectly to any officer or
      employee of a government or any department or agency thereof, or to any
      political party or candidate for political office, for the corrupt purpose
      of inducing such official, employee, party or candidate to misuse his or
      its position or to influence any act or decision of a government in order
      to obtain, retain or direct business to Company.

            C. No party to this Agreement shall be required to carry out any
      activity which would subject it or its directors, officers or employees to
      any fine, penalty, pecuniary loss or sanction under the laws of the U.S.,
      the United Arab Emirates or the British Virgin Islands.

22. FORCE MAJEURE. Neither party shall be liable for any delay or failure to
perform hereunder (other than the payment of money) due to floods, riots,
strikes, freight embargoes, epidemics, quarantine restrictions, severe weathers,
acts of God, acts of war, terrorism, acts of public enemies, or hostilities of
any nature, disruption of availability of supplies or materials, laws or
regulations of any government (whether foreign or domestic, federal, state,
county or municipal) or any other similar cause beyond the reasonable control of
the party affected. A party relying on such an event to excuse its performance
hereunder shall immediately notify the other party in writing of the nature of
that event and the prospects for that party's future performance and shall
thereafter, while that event continues, respond promptly and fully in writing to
all requests for information from the other party relating to that event and
those prospects. If performance by either party is delayed more than sixty (60)
days due to such event or series of events, and commercially reasonable efforts
have not been undertaken within that time to remedy the situation, thereafter
the party whose performance is not affected by such event may, by at least
fifteen (15) days' prior written notice, terminate this Agreement.

23. PUBLICITY RELEASE. Manager will not use the name of Company, or any
subsidiary or division thereof, in advertising or promotional material or
publicity releases relating to the performance by Manager under this Agreement
or the results thereof without the prior written consent of Company.

24. APPROVALS AND AUTHORITY. Each party represent that all corporate action
necessary for the authorization, execution and delivery of this Agreement by
such party and the performance of its obligations hereunder has been taken.

25. NOTICES. Any notice required to be given under this Agreement shall be
deemed duly served if sent by universally recognized international overnight air
courier service or served by hand delivery or by facsimile transmission to the
addresses provided below or to such other address as may have been last notified
in writing by or on behalf of the relevant party to the other party hereto. Any
such notice shall be deemed to be served (i) if sent by international courier,
four (4) business days after delivery to the courier service, or (ii) if hand
delivered at the time when left at the address of the party to be served or, if
served by facsimile transmission, when sent. In proving service it shall be
sufficient, in the case of service by facsimile transmission, to prove that the
transmission was confirmed as sent by the originating machine.

      A. if to Company to:

         Brightpoint Asia Limited
         c/o Coverdale Trust Services Limited


                                       10
<PAGE>

         30 DeCastro Street
         Road Town
         Tortola, British Virgin Islands

         Facsimile:        +1.284.494.6583
         Attn:             Corporate Services Supervisor

         and to:

         Brightpoint, Inc.
         501 Airtech Parkway
         Plainfield, IN  46168

         Facsimile:        +1.317.707.2514
         Attn:             General Counsel

      B. if to Manager to:

         Persequor Limited
         C/o Brightpoint Middle East FZE
         Warehouse b3 & b4
         P.O. Box 54322
         Dubai Airport Free Zone
         Dubai, U.A.E.

         Facsimile:        +971.4.299.5957
         Attention:        Managing Director

26. PARTIAL INVALIDITY. If any paragraph, provision, or clause thereof in this
Agreement shall be found or be held to be invalid or unenforceable in any
jurisdiction in which this Agreement is being performed, such paragraph,
provision, or clause shall be severable and of no force and effect, the
remainder of this Agreement shall be valid and enforceable and the parties shall
negotiate, in good faith, a substitute, valid and enforceable provision which
most nearly effects the parties' intent in entering into this Agreement.

27. COUNTERPARTS. The Agreement may be executed in two (2) or more counterparts,
all of which, taken together, shall be regarded as one and the same instrument.

28. MODIFICATION. No alteration, amendment, waiver, cancellation or any other
change in any term or condition of this Agreement shall be valid or binding on
either party unless the same have been mutually assented to in writing by both
parties.

29. WAIVER. The failure of either party to enforce at any time the provisions of
this Agreement, or the failure to require at any time performance by the other
party of any of the provisions of this Agreement, shall in no way be constituted
to be a present of future waiver of such provisions, nor in any way effect the
validity of either party to enforce each and every such provision.

30. HEADINGS. Titles and headings to Articles, Sections herein are inserted for
convenience of reference only, and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

31. ENTIRETY OF AGREEMENT. This Agreement and the Exhibits attached hereto
contain the entire understanding of the parties hereto with respect to the
subject matter hereof. All previous proposals and communications relative to the
performance by any party under this Agreement, oral or written, are hereby


                                       11
<PAGE>

superseded, except to the extent they have been expressly incorporated into this
Agreement. This Agreement specifically supercedes the Management Services
Agreement dated as of August 7, 2002 by and between Company and Manager.

32. FURTHER ASSURANCES. From time to time, as and when requested by either party
hereto, the other party will execute and deliver, or cause to be executed and
delivered all such documents and instruments as may be reasonably necessary to
consummate the transactions contemplated by this Agreement.

33. EXHIBITS. The Exhibits attached to this Agreement form an integral part of
this Agreement.


                                       12
<PAGE>


      IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
the parties hereto on the dates set forth below with effect as of the Effective
Date.

BRIGHTPOINT ASIA LIMITED

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


PERSEQUOR LIMITED

By:   /s/ Jac Currie
   ---------------------------------
Name:  J.A. Currie
Title: Director
Date:  October 3, 2004




<PAGE>
                                    EXHIBIT A

                             DESCRIPTION OF SERVICES


Manager shall provide to the Company the following services ("Services"):

1. Monies Collected. Collect all payments due from customers of the Business and
any sums otherwise due Company with respect to the Business in the ordinary
course of business. Manager shall request, demand, collect, receive and receipt
for all such sums, charging appropriate late fees to all delinquent accounts,
and shall utilize its in-house collection services as needed. Manager may not
terminate any agreement or engage counsel with respect to instituting suit for
collection without the prior written approval of Company. All monies collected
by Manager shall be forthwith deposited in the separate bank account or accounts
(the "Original Account") established by Company, for such purpose, having such
signatories and in a bank approved by Company. Company may supply Manager with
written instructions to promptly notify third parties of such deposits to enable
transfer of Company's monies to other bank accounts. If Company elects to allow
such monies to remain on deposit in the Original Account, Company will
distribute such monies in its sole and absolute discretion. Funds in such
account or accounts shall not be commingled with any funds of Manager.

2. Contractual Obligations under Basic Documents. To the extent within Manager's
powers and as may be reasonably expected under the particular circumstances, and
provided that Company shall at all times cooperate with Manager, use reasonable
best efforts to keep the Business in compliance with all of Company's
obligations under that certain Agreement for the Supply of Cellular Mobile
Phones dated July 29, 2002 by and between Company and Nokia (H.K.) Limited
("Nokia Agreement") and all other agreements affecting the Business, including,
but not limited to, any agreement with a customer of the Business (collectively,
the "Basic Documents"), all to the end that Company's interest in the Business
and its interests under the Basic Documents shall be preserved and no default
chargeable to Company shall occur under the Basic Documents. Manager shall
promptly notify Company after Manager obtains knowledge of any material
violation or notice of violation of any of the Basic Documents and shall provide
copies of supporting documents. Manager's compliance shall include, but not be
limited to, the timely payment of all sums required to be paid thereunder,
provided there are sufficient funds in the Original Account and provided Manager
has received sufficient authorization from Company to do so.

3. Operation of the Business. Operate the Business as depicted on Exhibit C as
the same may be amended in writing by Company and Manager.

4. Insurance Coverage. If requested by Company in writing, and at Company's sole
cost and expense, cause to be placed and kept in force all forms of insurance
required by law or needed to protect Company adequately, including, but not
limited to, commercial general liability insurance, all risk property insurance,
burglary and theft insurance, terrorist act insurance (so long as such insurance
is commercially available and can be obtained at commercially reasonable rates
for properties similar to the Business in type and size and within the
geographic market of the Business), and boiler insurance. Manager shall
coordinate the bidding process for placing insurance and make appropriate
recommendations to Company. Company and Manager acknowledge that as of the date
hereof, Company has placed all forms of insurance required hereunder directly.
All insurance coverage shall be placed with such companies, in such amounts, and
with such beneficial interest appearing therein as shall be acceptable to
Company, as approved by Company in writing, and otherwise be in conformity with
the requirements of the Basic Documents. Should Company elect to place such
insurance coverage directly, Company shall provide Manager with verification of
insurance coverage. With respect to all such insurance coverage, Manager shall
duly and punctually pay, on behalf of Company and from funds made available by
Company, all premiums when due. Manager shall have no right to settle,
compromise or otherwise


<PAGE>
dispose of any claims, demands or liabilities, whether or not covered by
insurance, without the prior written consent of Company.

5. Personnel. Employ such personnel as employees of Manager or BPME, and not of
Company, as may be necessary in order for Manager to perform the Services. Such
employment shall be at the expense of Manager, subject to reimbursement as
provided and limited in Sections 5 and 8. Manager shall maintain at its own
expense reasonable crime insurance covering loss, theft, employee dishonesty,
embezzlement and fraudulent acts on the part of Manager or Manager's employees
responsible for handling Company's funds or documents.

All matters pertaining to the employment, supervision, compensation, promotion
and discharge of such employees are the responsibility of Manager, who is in all
respects the employer of such employees.

This Agreement is not one of agency by Manager for Company, but one with Manager
independently engaged in the business of performing the Services on its own
behalf as a Manager. All employment arrangements are therefore solely its
concern and Company shall have no liability with respect thereto. Company's
responsibility for reimbursement shall be limited to the amounts expressly set
forth in Sections 5 and 8.

6. Compliance with Laws. Take such action as may be necessary to comply with any
and all orders or requirements affecting the Business promulgated by any
governmental authority having jurisdiction over the Business. Upon Company's
written direction, Manager shall appear in or commence legal proceedings in that
regard and the cost of such proceedings shall be reimbursed by Company. Manager
shall promptly give written notice to Company of any such order or notice of
requirements and what action, if any, it has taken or plans to take.

7. Cooperation. Should any claims, demands, suits or other legal proceedings be
made or instituted by any third party against Company which arise out of any
matters relating to the Business, this Agreement or Manager's performance
hereunder, Manager shall give Company all pertinent information and reasonable
assistance in the defense or other disposition thereof.

8. Additional Services. If requested in writing by Company, and if Manager has
the capacity and ability to do so, during the term of this Agreement, Manager
will provide such additional services that Manager then has the capacity and
ability to provide in addition to those specified in the Agreement at a price to
be mutually agreed in writing beforehand.

9. Supervision of Customers. Manager shall receive and diligently attend to and
attempt to resolve all complaints of customers of the Business and all
complaints, disputes or disagreements by or among customers of the Business, but
shall not expend any money to settle any dispute with a customer without the
prior written consent of Company. Manager shall use commercially reasonable
efforts to monitor all of the customers of the Business to ensure their
compliance with the terms and provisions of their respective agreements,
including, without limitation, all rules and regulations of the Business.
Manager shall notify the Company and such customers of any violations of such
agreements and shall use commercially reasonable efforts to cause such customers
to correct such violations promptly.

10. Meetings with Company. Manager shall make itself available to attend
meetings at the offices of Manager or at a destination as agreed upon by the
Company, at times reasonably established by Company, to consult with and advise
Company, or such other person or persons designated by Company, regarding the
management and operation of the Business, but not less frequently than once each
calendar quarter on or before the fifteenth (15th) day following the end of such
calendar quarter. Company shall bear all expenses incurred by Manager to attend
such meetings that are in excess of the number of meetings specified in Exhibit
C to this Agreement.


                                       2
<PAGE>
11.   Division of Responsibility.  The division of responsibility between the
parties is as follows:


                           DIVISION OF RESPONSIBILITY

<TABLE>
<CAPTION>
MANAGER(1)                                                                           COMPANY
<S>                                                          <C>
Liaison with Nokia                                           Negotiate strategic alliance credit with Nokia

Give forecasts to Nokia                                      Arrange with letters of credit

Agree sales plans with Nokia                                 Negotiate credit lines

Issue pro-forma and commercial invoices to customers         Arrange with necessary bank mandates and Hexagon access
                                                             tools

Make bank reconciliations                                    Liaison with banks

Make or arrange for deliveries to customers                  Insure the goods

Arrange for freight of goods                                 Pay for freight and other operational expenses

Accounting of invoices issued and invoices received          Accounting for Company transactions, except for
relating to Nokia                                            Management Accounts as submitted by Manager related to
                                                             Nokia business

Make account payable (for Nokia) reconciliations             Provide signatories for purchase orders for Nokia,
                                                             available 7 days a week

Make inventory reconciliations                               Tax filings

Make payments to Nokia                                       Audits

Negotiate credit notes with Nokia

Issue purchase orders to Nokia

Issue reports to Company

Provide tax planning cooperation

Manage relationship with BAX Global Limited or substitute
provider

Manage relationships with customers concerning Indian
Carrier Sales
</TABLE>


--------
(1)  All items listed are on behalf of Company.


                                       3
<PAGE>
                                    EXHIBIT B


                                     BUDGET

1.    BUDGET FOR PERIOD ENDING DECEMBER 31, 2004

The budget for the Business for the period ending December 31, 2004 is as has
been formally approved by the board of directors of Brightpoint, Inc., as
earlier communicated to Manager.

2.    SUBSEQUENT ANNUAL BUDGETS

Not later than October 1 of each year, Manager shall deliver to Company a
proposed budget for the Business for the subsequent financial year of the
Company (the "Relevant Financial Year"), in the same format as for the
Brightpoint, Inc. group of companies. The parties shall discuss such proposed
budget in good faith; and if they are unable to reach agreement thereon by the
following January 1, then the budget for the Relevant Financial Year shall be at
Company's reasonable discretion ("Approved Budget").

Manager shall make reasonable best efforts to meet or exceed the Approved
Budget; however, consideration shall be taken into account of:

  -   Allocations of products from vendors

  -   Changes in credit lines

  -   Changes in exclusivity or distribution model or compensation model by
      vendors

  -   Market environment

  -   Freight or handling costs

  -   Other external factors or Business influencing events


                                       4
<PAGE>
                                    EXHIBIT C


            REPORTS AND FINANCING AND ACCOUNTING MANAGEMENT SERVICES

Manager shall provide Company with the financial and accounting management
services set forth in Section 2 below in accordance with Brightpoint group-wide
policies, Sarbanes-Oxley requirements and United States of America generally
accepted accounting principles, but which obligations of Manager shall be
subject to the general principles set forth in Section 1 below:

1.    GENERAL PRINCIPLES APPLICABLE TO MANAGER OBLIGATIONS IN THIS EXHIBIT C

(a)   Business days shall mean such days in the United Arab Emirates.

(b)   "Corporate" means Brightpoint, Inc.

(c)   Requirements herein may not be greater than those imposed or applied
      group-wide to other subsidiaries in the Brightpoint group; Manager shall
      comply with all requests Corporate imposes on a group-wide basis on its
      other subsidiaries.

(d)   Any penalties herein may be imposed only once per occurrence (i.e., not
      on a daily basis or otherwise and no "double jeopardy").

(e)   Manager shall have no responsibility with respect to any delays or acts
      caused in whole or in part by Company or Corporate.

(f)   All notices, requests, instructions or time schedules by Company or
      Corporate to Manager must be reasonable.

(g)   All notices, requests or instructions by Company or Corporate to Manager
      must be directed to the following e-mail address of Manager, as such
      address may be changed by Manager upon at least seven (7) Business Days'
      prior written notice: bpasia@persequor.com.

(h)   All reports and other documents by Manager referred to in this Exhibit C
      to be sent or submitted to Company or Corporate shall be sent to the
      following addresses, as such addresses may be changed by Corporate upon at
      least seven (7) Business Days' prior written notice:

            mailing address:  Brightpoint, Inc.
                              501 Airtech Parkway
                              Plainfield, IN 46168
                              Attn: Chief Financial Officer

            e-mail address:   frank.terence@brightpoint.com

      Please use the following Submission Contact/Address details. If no
      Submission Contact/Address is listed with respect to a particular report,
      please submit such report as set forth above in this Section 1(h).

<TABLE>
<CAPTION>
EXHIBIT C REPORTS                                                       SUBMISSION CONTACT/ADDRESS
-----------------                                                       --------------------------
<S>                                                                     <C>
Weekly

(1)      Submit to Corporate cash flow forecast in                      David.Oconnell@brightpoint.com
prescribed form and within prescribed time schedule (b)                 Mark.Sandquist@brightpoint.com

(2)      Submit to Corporate inventory balance in each                  Tim.Ericksen@brightpoint.com
warehouse with an estimate of the next week's inventory
levels and specify whether or not the inventory levels will
exceed insurance limits in prescribed form and within
prescribed time schedule (b)
</TABLE>
<PAGE>
<TABLE>
<S>                                                                     <C>
(3)      Submit to Corporate weekly financial reports in                Financereports@brightpoint.com
prescribed form and within prescribed time schedule (b)


Monthly

(4)      Submit to Corporate monthly financial data in                  Financereports@brightpoint.com
prescribed form and within prescribed time schedule (c)

(5)      Submit to Corporate forecasts in prescribed form               Financereports@brightpoint.com
and within prescribed time schedule (c)                                 Hitesh.Patel@brightpoint.com

(6)      Submit to Corporate all requested data schedules               lisa.Kelley@brightpoint.com
for Corporate needs within prescribed time schedule (b)

(7)      Participate on detailed financial call with
Corporate based on meeting notice schedule (c)

(8)      Participate on regional review call with Corporate
based on meeting notice schedule (d)

(9)      Submit to Corporate detailed schedule calculating              Financereports@brightpoint.com;
management service fees within prescribed time schedule                 lisa.Kelley@brightpoint.com

(10)     Submit to Corporate detailed schedule of units                 Lisa.Kelley@brightpoint.com
handled for calculating Mobiltron warehouse charges within
prescribed time schedule (b)

(11)     Prepare account reconciliations of all balance                 Lisa.Kelley@brightpoint.com
sheet accounts (c)

(12)     Submit to Corporate a bound trial balance via mail             lisa.Kelley@brightpoint.com
by 21st of following month

(13)     Provide ad hoc analyses as requested by Corporate              To requestor
to attain a more complete understanding of the period's
financial results

Quarterly

(14)     Participate in balance sheet reviews (c)

(15)     Cooperate with external audit or consulting firms
as designated by Corporate

(16)     Submit all requested data schedules for Corporate              Financereports@brightpoint.com;
needs within prescribed time schedule (b)                               lisa.Kelley@brightpoint.com

(17)     Submit to Corporate signed affiliate management                lisa.Kelley@brightpoint.com
representation letters within prescribed time schedule (c)

(18)     Obtain proof of physical inventory sample audit of             lisa.Kelley@brightpoint.com
all inventory managed by 3rd party service providers. (c)

(19)     Provide ad hoc analyses as requested by Corporate              To requestor
to attain a more complete understanding
</TABLE>


                                       2
<PAGE>
<TABLE>
<S>                                                                     <C>
of the period's financial results

Semi-Annual

(20)     Submit to Corporate all requested data schedules               Tim.Ericksen@brightpoint.com
used to complete insurance allocations within prescribed
time schedule

Annual

(21)     Submit to Corporate strategic and annual operating             Financereports@brightpoint.com
plans within prescribed time schedule (d)                               Hitesh.Patel@brightpoint.com

(22)     Submit to Corporate all requested data schedules               lisa.Kelley@brightpoint.com
for corporate needs within prescribed time schedule

(23)     Submit signed Persequor representation letter in               lisa.Kelley@brightpoint.com
similar form as BP representation letter to external
auditor within prescribed time schedule

(24)     Cooperate with external audit requirements

(25)     Assist in the submission of statutory accounts to
appropriate government agencies (b)

(26)     Assist in the submission of tax returns to
appropriate government agencies (d)

(27)     Submit relevant information necessary for the                  To requestor
satisfactory completion of any open issues in the audit
within prescribed time schedule

(28)     Provide ad hoc analyses as requested by Corporate              To requestor
to attain a more complete understanding of the period's
financial results


Ongoing/General

(29)     Comply with applicable U.S. and local regulatory
requirements, including but not limited to the
Sarbanes-Oxley Act of 2002

(30)     Conduct specific accounting entries exactly as
instructed by the Brightpoint Corporate Controller, in
circumstances when the Corporate Controller has made a
determination of the proper treatment

(31)     Cooperate with internal audit requests

(32)     Respond to e-mails within one (1) Business Day of
receipt (a)

(33)     Participate in scheduled finance global
conferences (travel of a maximum of two (2) persons one
time per year; the rest, if any,
</TABLE>


                                       3
<PAGE>
<TABLE>
<S>                                                                     <C>
telephonic)

(34)     Conform to authority and approval matrix, unless
otherwise mutually agreed (c)

(35)     Secure maintenance of all Business records

(36)     Participate in various projects that will arise
from time to time, such as implementation of a new
financial reporting system or change in standard chart of
accounts

(37)     Notify Corporate of any letter of credit                       David.Oconnell@brightpoint.com
requirements within prescribed time schedule                            Mark.Sandquist@brightpoint.com


(38)     Notify Corporate of any losses which would result              Tim.Ericksen@brightpoint.com
in an insurance claim within prescribed time schedule

(39)     Cooperate with audit for compliance test for
Sarbanes-Oxley 404 requirements or other requirements.  (d)

(40)     Assist in the filing of all required regulatory
reports, such as VAT, tax, or other similar reports (d)

(41)     Submit to Corporate intercompany transactions                  Roger.Wagner@brightpoint.com
schedules within prescribed time schedule (b)                           and related entity

(42)     Maintain local cash management within the
prescribed control environment
</TABLE>


2.    FINANCING AND ACCOUNTING MANAGEMENT SERVICES

The following penalties may be applied with respect to the obligations of
Manager under this Exhibit C as specified herein:

(a)   $100

(b)   $500

(c)   $1,000

(d)   $5,000

Manager shall provide Company with the following financial and accounting
management services:

Weekly

(1)   Submit to Corporate cash flow forecast in prescribed form and within
      prescribed time schedule (b)

(2)   Submit to Corporate inventory balance in each warehouse with an estimate
      of the next week's inventory levels and specify whether or not the
      inventory levels will exceed insurance limits in prescribed form and
      within prescribed time schedule (b)

(3)   Submit to Corporate weekly financial reports in prescribed form and
      within prescribed time schedule (b)


                                       4
<PAGE>
Monthly

(4)   Submit to Corporate monthly financial data in prescribed form and within
      prescribed time schedule (c)

(5)   Submit to Corporate forecasts in prescribed form and within prescribed
      time schedule (c)

(6)   Submit to Corporate all requested data schedules for Corporate needs
      within prescribed time schedule (b)

(7)   Participate on detailed financial call with Corporate based on meeting
      notice schedule (c)

(8)   Participate on regional review call with Corporate based on meeting
      notice schedule (d)

(9)   Submit to Corporate detailed schedule calculating management service fees
      within prescribed time schedule

(10)  Submit to Corporate detailed schedule of units handled for calculating
      Mobiltron warehouse charges within prescribed time schedule (b)

(11)  Prepare account reconciliations of all balance sheet accounts (c)

(12)  Submit to Corporate a bound trial balance via mail by 21st of following
      month

(13)  Provide ad hoc analyses as requested by Corporate to attain a more
      complete understanding of the period's financial results

Quarterly

(14)  Participate in balance sheet reviews (c)

(15)  Cooperate with external audit or consulting firms as designated by
      Corporate

(16)  Submit all requested data schedules for Corporate needs within prescribed
      time schedule (b)

(17)  Submit to Corporate signed affiliate management representation letters
      within prescribed time schedule (c)

(18)  Obtain proof of physical inventory sample audit of all inventory managed
      by 3rd party service providers. (c)

(19)  Provide ad hoc analyses as requested by Corporate to attain a more
      complete understanding of the period's financial results

Semi-Annual

(20)  Submit to Corporate all requested data schedules used to complete
      insurance allocations within prescribed time schedule

Annual

(21)  Submit to Corporate strategic and annual operating plans within
      prescribed time schedule (d)

(22)  Submit to Corporate all requested data schedules for corporate needs
      within prescribed time schedule

(23)  Submit signed Persequor representation letter in similar form as BP
      representation letter to external auditor within prescribed time schedule

(24)  Cooperate with external audit requirements

(25)  Assist in the submission of statutory accounts to appropriate government
      agencies (b)

(26)  Assist in the submission of tax returns to appropriate government
      agencies (d)

(27)  Submit relevant information necessary for the satisfactory completion of
      any open issues in the audit within prescribed time schedule

(28)  Provide ad hoc analyses as requested by Corporate to attain a more
      complete understanding of the period's financial results


                                       5
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Ongoing/General

(29)  Comply with applicable U.S. and local regulatory requirements, including
      but not limited to the Sarbanes-Oxley Act of 2002

(30)  Conduct specific accounting entries exactly as instructed by the
      Brightpoint Corporate Controller, in circumstances when the Corporate
      Controller has made a determination of the proper treatment

(31)  Cooperate with internal audit requests

(32)  Respond to e-mails within one (1) Business Day of receipt (a)

(33)  Participate in scheduled finance global conferences (travel of a maximum
      of two (2) persons one time per year; the rest, if any, telephonic)

(34)  Conform to authority and approval matrix, unless otherwise mutually
      agreed (c)

(35)  Secure maintenance of all Business records

(36)  Participate in various projects that will arise from time to time, such as
      implementation of a new financial reporting system or change in standard
      chart of accounts

(37)  Notify Corporate of any letter of credit requirements within prescribed
      time schedule

(38)  Notify Corporate of any losses which would result in an insurance claim
      within prescribed time schedule

(39)  Cooperate with audit for compliance test for Sarbanes-Oxley 404
      requirements or other requirements.  (d)

(40)  Assist in the filing of all required regulatory reports, such as VAT,
      tax, or other similar reports (d)

(41)  Submit to Corporate intercompany transactions schedules within prescribed
      time schedule (b)

(42)  Maintain local cash management within the prescribed control environment


                                       6
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                                    EXHIBIT D
                              POLICIES & PROCEDURES

1.    No goods are to be released to a customer without having received payment
      for those goods or sufficient evidence that payment is in transit to the
      bank account. Sufficient evidence that payment is in transit to the bank
      account shall mean HSBC's Hexagon system indicates that payment has been
      received and will be credited to Company's account. Information from a
      customer's bank evidencing remittance is not sufficient evidence that
      payment is in transit to the bank account. Notwithstanding the foregoing,
      goods may be released to a customer without having received payment for
      those goods or sufficient evidence that payment is in transit to the bank
      account if in strict accordance with terms and conditions of credit
      respecting such customer that have been pre-approved and communicated by
      Brightpoint, Inc. in writing.

2.    Manager shall submit to Company a forecast of purchases for each calendar
      month by the 20th of the immediately preceding calendar month. Company
      shall approve such forecast by the 25th of such immediately preceding
      calendar month ("Approved Monthly Forecast"). Such approval shall not be
      unreasonably delayed or withheld.

3.    Each proposed purchase order that, if issued to Nokia, would make the
      total purchases from Nokia (in US$), in a calendar month, exceed the
      Approved Monthly Forecast by more than ten percent (10%) must be approved
      in writing by Company or Company's designated representative prior to its
      issuance by Manager.

4.    Purchase orders for goods with respect to Indian Carrier Sales must not be
      accepted without Brightpoint, Inc.'s prior written approval

5.    Manager can only make payments from Company's bank account to Nokia, BAX
      Global Ltd., Brightpoint, Inc. or BV2. In addition, Company shall ensure
      that Manager, Company and Company's designated representatives shall have
      access at all times to Company's Hexagon access tools.