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                                                                    EXHIBIT 10.1


                            INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is effective as of October 12,
2004, by and between Brightpoint, Inc., an Indiana corporation (the "Company"),
and Lisa M. Kelley ("Indemnitee").

                                    RECITALS

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

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

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

The Company previously entered into an Indemnification Agreement with the
Indemnitee but has subsequently changed its state of incorporation from Delaware
to Indiana and; therefore, the Company and the Indemnitee desire to enter into a
new Indemnification Agreement subject to Indiana law.

                                    AGREEMENT

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

1.   INDEMNIFICATION.

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


<PAGE>

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

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

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

3.   EXPENSES; INDEMNIFICATION PROCEDURE.

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

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

(c)  PROCEDURE. Any indemnification and advances provided for in Section 1 shall
     be made no later than forty-five (45) days after receipt of the written
     request of Indemnitee. If a claim under this Agreement, under any statute,
     or under any provision of the Company's Restated Articles of Incorporation
     or Bylaws providing for indemnification, is not paid in



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

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

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




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


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

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




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4    ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

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

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

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

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

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






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

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

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

(a)  CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to
     Indemnitee with respect to proceedings or claims initiated or brought
     voluntarily by Indemnitee and not by way of defense, except with respect to
     proceedings brought to establish or enforce a right to indemnification
     under this Agreement or any other statute or law or otherwise as required
     under Section 23-1-37 of the Indiana Business Corporation Law, but such
     indemnification or advancement of expenses may be provided by the Company
     in specific cases if the Board of Directors has approved the initiation or
     bringing of such suit.

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

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



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

10.  CONSTRUCTION OF CERTAIN PHRASES.

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

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

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

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

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





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

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

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

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

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

BRIGHTPOINT, INC.


By: /s/ Robert J. Laikin
    --------------------------------------
Name:  Robert Laikin
      ------------------------------------
Title:  CEO
       -----------------------------------
Date:  10/12/04
      ------------------------------------


AGREED TO AND ACCEPTED:

INDEMNITEE

/s/ Lisa M. Kelley
------------------------------------------
Printed Name: Lisa M. Kelley

Date:      10/12/04
           -------------------------------
Address:
           -------------------------------

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



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