Brightstar Corp. – IPO: ‘S-1’ on 8/9/04 – EX-10.30

On:  Monday, 8/9/04, at 1:27pm ET   ·   Accession #:  950144-4-7938   ·   File #:  333-118036

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Brighstar Corp. Form S-1                            HTML   1.42M 
 2: EX-4.1      Form of Common Stock Certificate                       4     22K 
 3: EX-4.2      Certificate of Designation                            34    124K 
 4: EX-4.3      Stockholders' Agreement                               41    165K 
 5: EX-4.4      Purchase Agreement                                   246    961K 
 6: EX-4.5      Redemption Agreement                                   8     47K 
 7: EX-10.1     Amended & Restated Distribution Agreement             32    129K 
                          W/Motorola                                             
16: EX-10.10    Kyocera Wireless Corp. Supply Agreement                6     44K 
17: EX-10.11    Amendment to Supply Agreement W/Kyocera                1     18K 
18: EX-10.12    Amendment No. 2 to Supply Agreement W/Kyocera          2±    19K 
19: EX-10.13    Amendment No. 3 to Supply Agreement W/Kyocera          1     18K 
20: EX-10.14    Amendment No. 4 to Supply Agreement W/Kyocera          2     20K 
21: EX-10.15    Amendment No. 5 to Supply Agreement W/Kyocera          2±    19K 
22: EX-10.16    Contract for Services W/Otecel S.A.                   42    170K 
23: EX-10.17    Operating Agreement W/Narbitec                        33    128K 
24: EX-10.18    First Amendment to Operating Agreement                 3     21K 
25: EX-10.19    Development and Supply Agreement W/Csi Wireless       44    190K 
 8: EX-10.2     Exclusive Distribution Agreement W/Motorola           19     73K 
26: EX-10.20    First Amendment to Development and Supply             16     67K 
                          Agreement                                              
27: EX-10.21    Employment Agreement / Denise Gibson                  11     66K 
28: EX-10.22    Executive Employment Agreement/ Marcelo Claure        17     90K 
29: EX-10.23    Executive Employment Agreement W/Oscar Fumagali       10     60K 
30: EX-10.24    Independent Contractor Agreement/ Victor Raul          8     41K 
                          Califa                                                 
31: EX-10.25    Independent Contractor Agreement/ Carlos M. Touyaa     8     41K 
32: EX-10.26    Industrial Multi-Tenant Lease                         40    183K 
33: EX-10.27    Lease Agreement                                       94    395K 
34: EX-10.28    Factoring Agreement/ Factor Banarte                   18    118K 
35: EX-10.29    Factoring Agreement/ Bbva Bancomer, S.A.              15     65K 
 9: EX-10.3     Motorola Master Distributor Agreement                 23±    94K 
36: EX-10.30    Revolving Credit and Security Agreement W/Pnc Bank   131    511K 
37: EX-10.31    Amended and Restated Payment Terms Agreement          22    101K 
                          W/Motorola                                             
38: EX-10.32    Intercreditor Agreement W/Motorola                    29    124K 
39: EX-10.33    Amended and Restated Stock Pledge and Security        14     63K 
                          Agreement W/Motorola                                   
40: EX-10.34    Limited Security Agreement W/Motorola                 22     91K 
41: EX-10.35    Security Agreement W/Motorola                         22     98K 
42: EX-10.36    Amended and Restated Security Agreement W/Motorola    13     67K 
43: EX-10.37    Amended and Restated Unconditional Guaranty/           9     45K 
                          Brightstar Corp W/Motorola                             
44: EX-10.38    Amended and Restated Unconditional Guaranty/           9     45K 
                          Brightstar U.S.,Inc. W/Motorola                        
45: EX-10.39    Unconditonal Guaranty W/Motorola                      16     70K 
10: EX-10.4     Amendment One to Motorola Master Distributor           3     25K 
                          Agreement                                              
46: EX-10.40    Amended and Restated Personal Guaranty W/Motorola      5     32K 
47: EX-10.41    Stock Pledge and Security Agreement W/Motorola        11     51K 
48: EX-10.42    Amended and Restated Security Agreement W/Motorola    14     67K 
49: EX-10.43    Amended and Restated Stock Pledge and Security        10     49K 
                          Agreement/ Motorola                                    
50: EX-10.44    Amended and Restated Pledge Agreement/Telcel C.A.      8±    42K 
51: EX-10.45    Promissory Note W/American Express                     5±    32K 
52: EX-10.49    Purchase Agreement/El Salvador                        14     64K 
11: EX-10.5     First Amendment to Motorola Master Distributor         2     20K 
                          Agreement                                              
53: EX-10.50    Amendment No. 1 to Purchase Agreement /El Salvador     2     21K 
54: EX-10.51    Purchase Agreement/ Guatemala                         14     64K 
55: EX-10.52    Amendment No. 1 to Purchase Agreement/Guatemala        2     23K 
56: EX-10.53    2004 Stock Incentive Plan                             20     89K 
57: EX-10.54    Cellular Essential Properties Cross License Agmt      17     58K 
12: EX-10.6     U.S. Distribution Agreement W/Motorola                30    105K 
13: EX-10.7     Distributor Agreement W/Sendo America, Inc.           26    100K 
14: EX-10.8     Distribution Agreement W/Sagem S.A.                   33    117K 
15: EX-10.9     Distributor Agreement W/Samsung                       16     68K 
58: EX-21       List of Subsidiaries                                   1     18K 
59: EX-23.2     Consent of Deloitte & Touche LLP                       1     17K 

EX-10.30   —   Revolving Credit and Security Agreement W/Pnc Bank
Exhibit Table of Contents

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                                                                 Exhibit 10.30

REVOLVING CREDIT

 AND

SECURITY AGREEMENT

PNC BANK, NATIONAL ASSOCIATION
 (AS A LENDER AND AS ADMINISTRATIVE AGENT AND LEAD ARRANGER)

 FEDERAL STANDARD BANK
NATIONAL ASSOCIATION
 (by and through its agent
 LASALLE BUSINESS CREDIT, LLC)
(AS A LENDER AND AS DOCUMENTATION AGENT)

 AND
THE OTHER LENDERS PARTY HERETO
WITH

BRIGHTSTAR CORP.
 BRIGHTSTAR US, INC.
BRIGHTSTAR PUERTO RICO, INC.
 (BORROWERS)

April 26, 2004

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I.   DEFINITIONS...................................................................................1
     1.1.          Accounting Terms................................................................1
     1.2.          General Terms...................................................................1
     1.3.          Uniform Commercial Code Terms..................................................24
     1.4.          Certain Matters of Construction................................................24

II.  ADVANCES, PAYMENTS...........................................................................25
     2.1.          (a) Revolving Advances.........................................................25
                   (b)        Discretionary Rights................................................26
                   (c)        PR Advances.........................................................26
     2.2.          Procedure for Revolving Advances Borrowing.....................................26
     2.3.          Disbursement of Advance Proceeds...............................................28
     2.4.          Maximum Advances...............................................................28
     2.5.          Repayment of Advances..........................................................28
     2.6.          Repayment of Excess Advances...................................................29
     2.7.          Statement of Account...........................................................29
     2.8.          Letters of Credit..............................................................30
     2.9.          Issuance of Letters of Credit..................................................30
     2.10.         Requirements For Issuance of Letters of Credit.................................30
     2.11.         Disbursements, Reimbursement...................................................31
     2.12.         Repayment of Participation Advances............................................32
     2.13.         Documentation..................................................................32
     2.14.         Determination to Honor Drawing Request.........................................33
     2.15.         Nature of Participation and Reimbursement Obligations..........................33
     2.16.         Indemnity......................................................................34
     2.17.         Liability for Acts and Omissions...............................................35
     2.18.         Additional Payments............................................................36
     2.19.         Manner of Borrowing and Payment................................................36
     2.20.         Mandatory Prepayments..........................................................38
     2.21.         Use of Proceeds................................................................38
     2.22.         Defaulting Lender..............................................................38

III. INTEREST AND FEES............................................................................39
     3.1.          Interest.......................................................................39
     3.2.          Letter of Credit Fees..........................................................39
     3.3.          (a) Fee Letter.................................................................40
                   (b)        Facility Fee........................................................40
     3.4.          Computation of Interest and Fees...............................................41
     3.5.          Maximum Charges................................................................41
     3.6.          Increased Costs................................................................41
     3.7.          Basis For Determining Interest Rate Inadequate or Unfair.......................42
     3.8.          Capital Adequacy...............................................................43
     3.9.          Gross Up for Taxes.............................................................43
     3.10.         Withholding Tax Exemption......................................................44

IV.  COLLATERAL:  GENERAL TERMS...................................................................45
     4.1.          Security Interest in the Collateral............................................45


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   4.2.          Perfection of Security Interest................................................45
   4.3.          Disposition of Collateral......................................................46
   4.4.          Preservation of Collateral.....................................................46
   4.5.          Ownership of Collateral........................................................46
   4.6.          Defense of Agent's and Lenders' Interests......................................47
   4.7.          Books and Records..............................................................47
   4.8.          Financial Disclosure...........................................................47
   4.9.          Compliance with Laws...........................................................48
   4.10.         Inspection of Premises and Appraisals..........................................48
   4.11.         Insurance......................................................................48
   4.12.         Failure to Pay Insurance.......................................................49
   4.13.         Payment of Taxes...............................................................49
   4.14.         Payment of Leasehold Obligations...............................................49
   4.15.         Receivables....................................................................50
                 (a)        Nature of Receivables...............................................50
                 (b)        Solvency of Customers...............................................50
                 (c)        Location of Borrower................................................50
                 (d)        Collection of Receivables...........................................50
                 (e)        Notification of Assignment of Receivables...........................50
                 (f)        Power of Agent to Act on Borrower's Behalf..........................50
                 (g)        No Liability........................................................51
                 (h)        Establishment of a Lockbox Account, Dominion Account................51
                 (i)        Adjustments.........................................................52
   4.16.         Inventory......................................................................52
   4.17.         Maintenance of Equipment.......................................................52
   4.18.         Exculpation of Liability.......................................................52
   4.19.         Environmental Matters..........................................................52
   4.20.         Financing Statements...........................................................54

V. REPRESENTATIONS AND WARRANTIES...............................................................55
   5.1.          Authority......................................................................55
   5.2.          Formation and Qualification....................................................55
   5.3.          Survival of Representations and Warranties.....................................55
   5.4.          Tax Returns....................................................................56
   5.5.          Financial Statements...........................................................56
   5.6.          Entity Name....................................................................57
   5.7.          O.S.H.A. and Environmental Compliance..........................................57
   5.8.          Solvency; No Litigation, Violation, Indebtedness or Default....................57
   5.9.          Patents, Trademarks, Copyrights and Licenses...................................58
   5.10.         Licenses and Permits...........................................................59
   5.11.         Default of Indebtedness........................................................59
   5.12.         No Default.....................................................................59
   5.13.         No Burdensome Restrictions.....................................................59
   5.14.         No Labor Disputes..............................................................59
   5.15.         Margin Regulations.............................................................59
   5.16.         Investment Company Act.........................................................60
   5.17.         Disclosure.....................................................................60
   5.18.         Delivery of Subordinated Loan Documentation and Motorola Documents.............60
   5.19.         Swaps..........................................................................60
   5.20.         Conflicting Agreements.........................................................60
   5.21.         Application of Certain Laws and Regulations....................................60
   5.22.         Business and Property of Borrower..............................................61


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      5.23.         Section 20 Subsidiaries........................................................61
      5.24.         Anti-Terrorism Laws............................................................61
      5.25.         Trading with the Enemy.........................................................62
      5.26.         Federal Securities Laws........................................................62

VI.   AFFIRMATIVE COVENANTS........................................................................62
      6.1.          Payment of Fees................................................................62
      6.2.          Conduct of Business and Maintenance of Existence and Assets....................62
      6.3.          Violations.....................................................................62
      6.4.          Government Receivables.........................................................62
      6.5.          (a) Leverage Ratio.............................................................63
                    (b)        Fixed Charge Coverage Ratio.........................................63
      6.6.          Execution of Supplemental Instruments..........................................63
      6.7.          Payment of Indebtedness........................................................63
      6.8.          Standards of Financial Statements..............................................63
      6.9.          Tax Shelter Regulations........................................................64
      6.11.         Federal Securities Laws........................................................64

VII.  NEGATIVE COVENANTS...........................................................................64
      7.1.          Merger, Consolidation, Acquisition and Sale of Assets..........................64
      7.2.          Creation of Liens..............................................................64
      7.3.          Guarantees.....................................................................64
      7.4.          Investments....................................................................65
      7.5.          Loans..........................................................................65
      7.6.          Capital Expenditures...........................................................65
      7.7.          Dividends......................................................................65
      7.8.          Indebtedness...................................................................66
      7.9.          Nature of Business.............................................................66
      7.10.         Transactions with Affiliates...................................................66
      7.11.         Leases.........................................................................66
      7.12.         Subsidiaries...................................................................67
      7.13.         Fiscal Year and Accounting Changes.............................................67
      7.14.         Pledge of Credit...............................................................67
      7.15.         Amendment of Articles of Incorporation and By-Laws.............................67
      7.16.         Compliance with ERISA..........................................................67
      7.17.         Prepayment of Indebtedness.....................................................68
      7.18.         Anti-Terrorism Laws............................................................68
      7.19.         Intentionally Omitted..........................................................68
      7.20.         Other Agreements...............................................................68
      7.21.         Subordinated Note..............................................................68
      7.22.         Other Agreements...............................................................69

VIII. CONDITIONS PRECEDENT.........................................................................69
      8.1.          Conditions to Initial Advances.................................................69
                    (a)        Revolving Credit Note...............................................69
                    (b)        Filings, Registrations and Recordings...............................69
                    (c)        Corporate Proceedings of Borrower...................................69
                    (d)        Incumbency Certificates of Borrower.................................69
                    (e)        Certificates........................................................69
                    (f)        Good Standing Certificates..........................................70
                    (g)        Legal Opinion.......................................................70
                    (h)        No Litigation.......................................................70


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                  (i)        Financial Condition Certificates....................................70
                  (j)        Collateral Examination..............................................70
                  (k)        Fees................................................................70
                  (l)        Financial Statements................................................70
                  (l)        Intercreditor Agreement.............................................71
                  (n)        Insurance...........................................................71
                  (o)        Payment Instructions................................................71
                  (p)        Blocked Accounts....................................................71
                  (q)        Consents............................................................71
                  (r)        No Adverse Material Change..........................................71
                  (s)        Leasehold Agreements................................................71
                  (t)        Subordinated Loan Documentation.....................................71
                  (u)        Other Documents.....................................................71
                  (v)        Contract Review.....................................................71
                  (w)        Closing Certificate.................................................72
                  (x)        Borrowing Base......................................................72
                  (y)        Undrawn Availability................................................72
                  (z)        Compliance with Laws................................................72
                  (aa)       Other...............................................................72
    8.2.          Conditions to Each Advance.....................................................72
                  (a)        Representations and Warranties......................................72
                  (b)        No Default..........................................................72
                  (c)        Maximum Advances....................................................73

IX. INFORMATION AS TO BORROWERS..................................................................73
    9.1.          Disclosure of Material Matters.................................................73
    9.2.          Schedules......................................................................73
    9.3.          Environmental Reports..........................................................73
    9.4.          Litigation.....................................................................74
    9.5.          Material Occurrences...........................................................74
    9.6.          Government Receivables.........................................................74
    9.7.          Annual Financial Statements....................................................74
    9.8.          Monthly Financial Statements...................................................75
    9.9.          Other Reports..................................................................75
    9.10.         Additional Information.........................................................75
    9.11.         Projected Operating Budget.....................................................75
    9.12.         Variances From Operating Budget................................................75
    9.13.         Notice of Suits, Adverse Events................................................76
    9.14.         ERISA Notices and Requests.....................................................76
    9.15.         Tax Shelter Provisions.........................................................76
    9.16.         Additional Documents...........................................................77
    9.17.         Eligible Foreign Receivables...................................................77

X.  EVENTS OF DEFAULT............................................................................77

XI. LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT...................................................79
    11.1.         Rights and Remedies............................................................79
    11.2.         Agent's Discretion.............................................................81
    11.3.         Setoff.........................................................................81
    11.4.         Rights and Remedies not Exclusive..............................................81
    11.5.         Allocation of Payments After Event of Default..................................81


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XII.  WAIVERS AND JUDICIAL PROCEEDINGS.............................................................82
      12.1.         Waiver of Notice...............................................................82
      12.2.         Delay..........................................................................83
      12.3.         Jury Waiver....................................................................83

XIII. EFFECTIVE DATE AND TERMINATION...............................................................83
      13.1.         Term...........................................................................83
      13.2.         Termination....................................................................83

XIV.  REGARDING AGENT..............................................................................84
      14.1.         Appointment....................................................................84
      14.2.         Nature of Duties...............................................................84
      14.3.         Lack of Reliance on Agent and Resignation......................................85
      14.4.         Certain Rights of Agent........................................................85
      14.5.         Reliance.......................................................................85
      14.6.         Notice of Default..............................................................86
      14.7.         Indemnification................................................................86
      14.8.         Agent in its Individual Capacity...............................................86
      14.9.         Delivery of Documents..........................................................86
      14.10.        Borrower's Undertaking to Agent................................................86
      14.11.        No Reliance on Agent's Customer Identification Program.........................87
      14.11.        Other Agreements...............................................................87

XV.   BORROWING AGENCY.............................................................................87
      15.1.         Borrowing Agency Provisions....................................................87
      15.2.         Waiver of Subrogation..........................................................89

XVI.  MISCELLANEOUS................................................................................89
      16.1          Governing Law..................................................................89
      16.2.         Entire Understanding...........................................................89
      16.3.         Successors and Assigns; Participations; New Lenders............................92
      16.4.         Application of Payments........................................................94
      16.5.         Indemnity......................................................................94
      16.6.         Notice.........................................................................94
      16.7.         Survival.......................................................................96
      16.8.         Severability...................................................................96
      16.9.         Expenses.......................................................................96
      16.10.        Injunctive Relief..............................................................97
      16.11.        Consequential Damages..........................................................97
      16.12.        Captions.......................................................................97
      16.13.        Counterparts; Facsimile Signatures.............................................97
      16.14.        Construction...................................................................97
      16.15.        Confidentiality; Sharing Information...........................................97
      16.16.        Publicity......................................................................98
      16.17.        Certifications From Banks and Participants; US Patriot Act.....................98
      16.18.        Regarding Documentation Agent..................................................99


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List of Exhibits and Schedules

Exhibits                                                                        

Exhibit 1.2                         Borrowing Base Certificate                  
Exhibit 2.1(a)                      Revolving Credit Revolving Credit Note      
Exhibit 5.5(b)                      Financial Projections                       
Exhibit 8.1(k)                      Financial Condition Certificate             
Exhibit 16.3                        Commitment Transfer Supplement              

Schedules                                                                       

Schedule 1.2                        Permitted Encumbrances                      
Schedule 4.5                        Equipment and Inventory Locations           
Schedule 4.15(h)                    Deposit and Investment Accounts             
Schedule 4.19                       Real Property                               
Schedule 5.1                        Consents                                    
Schedule 5.2(a)                     States of Qualification and Good Standing   
Schedule 5.2(b)                     Subsidiaries                                
Schedule 5.4                        Federal Tax Identification Number           
Schedule 5.5(c)                     Changes in Financial Condition              
Schedule 5.6                        Prior Names                                 
Schedule 5.7                        Environmental                               
Schedule 5.8(b)                     Litigation                                  
Schedule 5.8(d)                     Plans                                       
Schedule 5.9                        Intellectual Property, Source Code Escrow   
      Agreements
Schedule 5.10                       Licenses and Permits                        
Schedule 5.14                       Labor Disputes                              

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REVOLVING CREDIT
 AND
SECURITY AGREEMENT

    Revolving Credit and Security Agreement dated as of April 26, 2004
among BRIGHTSTAR CORP., a corporation organized under the laws of the State of  
Delaware ("Brightstar"), BRIGHTSTAR US, INC., a corporation organized under the 
laws of the State of Florida ("Brightstar US"), BRIGHTSTAR PUERTO RICO, INC., a 
corporation organized under the laws of the Commonwealth of Puerto Rico         
("Brightstar PR") (Brightstar, Brightstar US and Brightstar PR, each a          
"BORROWER", and collectively "BORROWERS"), the financial institutions which are 
now or which hereafter become a party hereto (collectively, the "LENDERS" and   
individually a "LENDER"), PNC BANK, NATIONAL ASSOCIATION ("PNC"), as            
administrative agent and lead arranger for Lenders (PNC, in such capacity, the  
"AGENT") and STANDARD FEDERAL BANK NATIONAL ASSOCIATION (by and through its     
agent LASALLE BUSINESS CREDIT, LLC) as documentation agent for Lenders.         

  IN CONSIDERATION of the mutual covenants and undertakings herein
contained, Borrowers, Lenders and Agent hereby agree as follows:                

I.       DEFINITIONS.                                                           

       1.1. ACCOUNTING TERMS. As used in this Agreement, the Other Documents
or any certificate, report or other document made or delivered pursuant to this 
Agreement, accounting terms not defined in Section 1.2 or elsewhere in this     
Agreement and accounting terms partly defined in Section 1.2 to the extent not  
defined, shall have the respective meanings given to them under GAAP; provided, 
however, whenever such accounting terms are used for the purposes of determining
compliance with financial covenants in this Agreement, such accounting terms    
shall be defined in accordance with GAAP as applied in preparation of the       
audited financial statements of Borrowers for the Fiscal Year ended December 31,
2003.                                                                           

        1.2. GENERAL TERMS. For purposes of this Agreement the following terms
shall have the following meanings:                                              

                 "ACCOUNTANTS" shall have the meaning set forth in Section 9.7
hereof.                                                                         

                "ADVANCES" shall mean and include the Revolving Advances and
Letters of Credit.                                                              

               "ADVANCE RATES" shall have the meaning set forth in Section
2.1(a) hereof.                                                                  

              "AFFILIATE" of any Person shall mean (a) any Person which,
directly or indirectly, is in control of, is controlled by, or is under common  
control with such Person, or (b) any Person who is a director, managing member, 
general partner or officer (i) of such Person, (ii) of any Subsidiary of such   
Person or (iii) of any Person described in clause (a) above. For purposes of    
this definition, control of a Person shall mean the power, direct or indirect,  
(x) to vote 5% or                                                               

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more of the Equity Interests having ordinary voting power for the election of   
directors of such Person or other Persons performing similar functions for any  
such Person, or (y) to direct or cause the direction of the management and      
policies of such Person whether by ownership of Equity Interests, contract or   
otherwise.                                                                      

               "AGENT" shall have the meaning set forth in the preamble to
this Agreement and shall include its successors and assigns.                    

             "AGREEMENT" shall mean this Revolving Credit and Security
Agreement, as the same may be amended, restated, supplemented or otherwise      
modified from time to time.                                                     

               "ALTERNATE BASE RATE" shall mean, for any day, a rate per
annum equal to the higher of (i) the Base Rate in effect on such day and (ii)   
the Federal Funds Open Rate in effect on such day plus 1/2 of 1%.               

                 "ANTI-TERRORISM LAWS" shall mean any Applicable Laws relating
to terrorism or money laundering, including Executive Order No. 13224, the USA  
Patriot Act, the Applicable Laws comprising or implementing the Bank Secrecy    
Act, and the Applicable Laws administered by the United States Treasury         
Department's Office of Foreign Asset Control (as any of the foregoing Applicable
Laws may from time to time be amended, renewed, extended, or replaced).         

               "APPLICABLE LAW" shall mean all laws, rules and regulations
applicable to the Person, conduct, transaction, covenant, Other Document or     
contract in question, including all applicable common law and equitable         
principles; all provisions of all applicable state, federal and foreign         
constitutions, statutes, rules, regulations and orders of any Governmental Body,
and all orders, judgments and decrees of all courts and arbitrators.            

             "APPLICABLE MARGIN" shall mean as of the Closing Date, an
amount equal to 2.0%. Thereafter, on a quarterly basis, commencing with the     
fiscal quarter ending September 30, 2004, the Applicable Margin shall be        
adjusted as determined by PNCBC, if necessary, effective as of the first day of 
the next fiscal quarter, to the applicable percent set forth in the pricing     
table set forth below corresponding to the Average Undrawn Availability for such
quarter:                                                                        

                                                                [Download Table]


Level  Average Undrawn Availability       Eurodollar Rate
-----  ----------------------------       ---------------
                                                         
1           $32,500,001 or more                  1.750%  
2           $25,000,001 to and including         1.875%  
            $32,500,000                                  
3           $17,500,001 to and including         2.000%  
            $25,000,000                                  
4           $10,000,001 to and including         2.125%  
            $17,500,000                                  
5           $10,000,000 or less                  2.250%  


           "AUTHORITY" shall have the meaning set forth in Section
4.19(d).                                                                        

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                "AVERAGE UNDRAWN AVAILABILITY" shall mean, for each calendar
month of Borrowers, the average daily amount of Undrawn Availability for such   
month with the Formula Amount utilized being based upon the weekly Borrowing    
Base Certificates prepared by Borrowers in accordance with Section 9.2 of this  
Agreement, PROVIDED, HOWEVER, that if a Borrowing Base Certificate for any week 
during such month is not timely delivered to Agent, Undrawn Availability for    
such month shall be deemed to be $0 until such time as a Borrowing Base         
Certificate is so delivered.                                                    

                  "BASE RATE" shall mean the base commercial lending rate of PNC
as publicly announced to be in effect from time to time, such rate to be        
adjusted automatically, without notice, on the effective date of any change in  
such rate. This rate of interest is determined from time to time by PNC as a    
means of pricing some loans to its customers and is neither tied to any external
rate of interest or index nor does it necessarily reflect the lowest rate of    
interest actually charged by PNC to any particular class or category of         
customers of PNC.                                                               

                  "BLOCKED ACCOUNTS" shall have the meaning set forth in Section
4.15(h).                                                                        

              "BLOCKED ACCOUNT BANK" shall have the meaning set forth in
Section 4.15(h).                                                                

                "BLOCKED PERSON" shall have the meaning set forth in Section
5.24(b) hereof.                                                                 

                 "BORROWER" or "BORROWERS" shall have the meaning set forth in
the preamble to this Agreement and shall extend to all permitted successors and 
assigns of such Persons.                                                        

      "BORROWERS ON A CONSOLIDATED BASIS" shall mean the
consolidation in accordance with GAAP of the accounts or other items of         
Brightstar and its respective Subsidiaries.                                     

                 "BORROWERS ON A COMBINED BASIS" shall mean the combination in
accordance with GAAP of the accounts or other items of Borrowers in accordance  
with GAAP.                                                                      

            "BORROWERS' ACCOUNT" shall have the meaning set forth in
Section 2.7.                                                                    

"BORROWING AGENT" shall mean Brightstar.    

            "BORROWING BASE CERTIFICATE" shall mean a certificate in
substantially the form of Exhibit 1.2 duly executed by the President, Chief     
Financial Officer or Controller of the Borrowing Agent and delivered to the     
Agent, appropriately completed, by which such officer shall certify to Agent the
Formula Amount and calculation thereof as of the date of such certificate.      

                 "BRIGHTSTAR" shall have the meaning set forth in the Preamble
hereto.                                                                         

                "BRIGHTSTAR MEXICO" shall mean Brightstar de Mexico, S.A. de
C.V., a corporation organized under the laws of Mexico.                         

           "BRIGHTSTAR PR" shall have the meaning set forth in the
Preamble hereto.                                                                

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                 "BRIGHTSTAR PR'S BORROWING BASE" shall mean as of the date of
determination thereof, with respect to Brightstar PR, an amount equal to (a) up 
to the Receivables Advance Rate of Eligible Receivables of Brightstar PR minus  
(b) such reserves as Agent may deem necessary from time to time.                

            "BRIGHTSTAR PR'S MAXIMUM REVOLVING AMOUNT" shall mean an
amount equal to $5,000,000.                                                     

           "BRIGHTSTAR US" shall have the meaning set forth in the
Preamble hereto.                                                                

            "BUSINESS DAY" shall mean any day other than Saturday or
Sunday or a legal holiday on which commercial banks are authorized or required  
by law to be closed for business in East Brunswick, New Jersey and, if the      
applicable Business Day relates to any Eurodollar Rate Loans, such day must also
be a day on which dealings are carried on in the London interbank market.       

          "CAPITAL EXPENDITURES" shall mean expenditures made or
liabilities incurred for the acquisition of any fixed assets or improvements,   
replacements, substitutions or additions thereto which have a useful life of    
more than one year, including the total principal portion of Capitalized Lease  
Obligations, which, in accordance with GAAP, would be classified as capital     
expenditures.                                                                   

                 "CAPITALIZED LEASE OBLIGATION" shall mean any Indebtedness of
any Borrower represented by obligations under a lease that is required to be    
capitalized for financial reporting purposes in accordance with GAAP.           

                 "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. ss.ss.9601 et seq.

                 "CHANGE OF CONTROL" shall mean (a) prior to the occurrence of
the IPO, the occurrence of any event (whether in one or more transactions) which
results in a transfer of control of Brightstar to a Person who is not an        
Original Owner, (b) after the occurrence of the IPO, any person or group of     
persons (within the meaning of the Exchange Act) other than the Original Owners 
shall have acquired beneficial ownership (within the meaning of Rule 13d-3      
promulgated by the SEC under the Exchange Act) of 30% or more of the issued and 
outstanding shares of Equity Interests of Brightstar having the right to vote   
for the election of directors of Brightstar under ordinary circumstances, (c) at
any time, any merger or consolidation of or with any Borrower or sale of all or 
substantially all of the property or assets of any Borrower, (d) the occurrence 
of a "Change of Control" under and as defined in the Subordinated Loan          
Documentation or (e) at any time, Brightstar ceases to own and control (i) one  
hundred percent (100%) of the economic and voting rights associated with the    
outstanding Equity Interests of Brightstar PR and (ii) ninety percent (90%) of  
the economic and voting rights associated with the outstanding Equity Interests 
of Brightstar US. For purposes of this definition, "control of Borrower" shall  
mean the power, direct or indirect (x) to vote 50% or more of the Equity        
Interests having ordinary voting power for the election of directors (or the    
individuals                                                                     

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performing similar functions) of any Borrower or (y) to direct or cause the     
direction of the management and policies of any Borrower by contract or         
otherwise.                                                                      

                  "CHARGES" shall mean all taxes, charges, fees, imposts, levies
or other assessments, including all net income, gross income, gross receipts,   
sales, use, ad valorem, value added, transfer, franchise, profits, inventory,   
capital stock, license, withholding, payroll, employment, social security,      
unemployment, excise, severance, stamp, occupation and property taxes, custom   
duties, fees, assessments, liens, claims and charges of any kind whatsoever,    
together with any interest and any penalties, additions to tax or additional    
amounts, imposed by any taxing or other authority, domestic or foreign          
(including the Pension Benefit Guaranty Corporation or any environmental agency 
or superfund), upon the Collateral, any Borrower or any of its Affiliates.      

                  "CLOSING DATE" shall mean April 26, 2004 or such other date as
may be agreed to by the parties hereto.                                         

           "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time and the regulations promulgated thereunder.           

"COLLATERAL" shall mean and include:        

(a) all Receivables;      

  (b) all General Intangibles;

(c) all Inventory;        

                          (d) all of each Borrower's right, title and interest
in and to, whether now owned or hereafter acquired and wherever located, (i) its
respective goods and other property including, but not limited to, all          
merchandise returned or rejected by Customers, relating to or securing any of   
the Receivables; (ii) all of each Borrower's rights as a consignor, a consignee,
an unpaid vendor, mechanic, artisan, or other lienor, including stoppage in     
transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all       
additional amounts due to any Borrower from any Customer relating to the        
Receivables; (iv) other property, including warranty claims, relating to any    
goods securing the Obligations; (v) all of each Borrower's contract rights,     
rights of payment which have been earned under a contract right, instruments    
(including promissory notes), documents, chattel paper (including electronic    
chattel paper), warehouse receipts, deposit accounts, letters of credit and     
money; (vi) all commercial tort claims (whether now existing or hereafter       
arising); (vii) if and when obtained by any Borrower, all real and personal     
property of third parties in which such Borrower has been granted a lien or     
security interest as security for the payment or enforcement of Receivables;    
(viii) all letter-of-credit-rights (whether or not the respective letter of     
credit is evidenced by a writing); (ix) all supporting obligations; and (x) any 
other goods, personal property or real property now owned or hereafter acquired 
in which any Borrower has expressly granted a security interest or may in the   
future grant a security interest to Agent hereunder, or in any amendment or     
supplement hereto or thereto, or under any other agreement between Agent and any
Borrower;                                                                       

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                      (e) all of each Borrower's ledger sheets, ledger
cards, files, correspondence, records, books of account, business papers,       
computers, computer software (owned by any Borrower or in which it has an       
interest), computer programs, tapes, disks and documents relating to (a), (b),  
(c) and (d) of this Paragraph; and                                              

                         (f) all proceeds and products of (a), (b), (c), (d)
and (e) in whatever form, including, but not limited to: cash, deposit accounts 
(whether or not comprised solely of proceeds), certificates of deposit,         
insurance proceeds (including hazard, flood and credit insurance), negotiable   
instruments and other instruments for the payment of money, chattel paper,      
security agreements, documents, eminent domain proceeds, condemnation proceeds  
and tort claim proceeds.                                                        

               "COMMITMENT AMOUNT" of any Lender shall mean the amount set
forth below such Lender's name on the signature page hereof as same may be      
adjusted upon any assignment by a Lender pursuant to Section 16.3 hereof.       

        "COMMITMENT PERCENTAGE" of any Lender shall mean the
percentage set forth below such Lender's name on the signature page hereof as   
same may be adjusted upon any assignment by a Lender pursuant to Section 16.3(b)
hereof.                                                                         

                 "COMMITMENT TRANSFER SUPPLEMENT" shall mean a document in the
form of Exhibit 16.3 hereto, properly completed and otherwise in form and       
substance satisfactory to Agent by which the Purchasing Lender purchases and    
assumes a portion of the obligation of Lenders to make Advances under this      
Agreement.                                                                      

                "COMPLIANCE CERTIFICATE" shall mean a compliance certificate
to be signed by the Chief Financial Officer or Controller of each Borrower,     
which shall state that, based on an examination sufficient to permit such       
officer to make an informed statement, no Default or Event of Default exists, or
if such is not the case, specifying such Default or Event of Default, its       
nature, when it occurred, whether it is continuing and the steps being taken by 
Borrowers with respect to such default and, such certificate shall have appended
thereto calculations which set forth Borrowers' compliance with the requirements
or restrictions imposed by Sections 6.5, 7.4, 7.5, 7.6, 7.7, 7.8 and 7.11.      

                "CONSENTS" shall mean all filings and all licenses, permits,
consents, approvals, authorizations, qualifications and orders of Governmental  
Bodies and other third parties, domestic or foreign, necessary to carry on any  
Borrower's business or necessary (including to avoid a conflict or breach under 
any agreement, instrument, other document, license, permit or other             
authorization) for the execution, delivery or performance of this Agreement, the
Other Documents, the Subordinated Loan Documentation, or the Intercreditor      
Agreement, including any Consents required under all applicable federal, state, 
commonwealth or other applicable law.                                           

              "CONSIGNED INVENTORY" shall mean Inventory of any Borrower
that is in the possession of another Person on a consignment, sale or return, or
other basis that does not constitute a final sale and acceptance of such        
Inventory.                                                                      

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                "CONTROLLED GROUP" shall mean, at any time, any Borrower and
all members of a controlled group of corporations and all trades or businesses  
(whether or not incorporated) under common control and all other entities which,
together with any Borrower, are treated as a single employer under Section 414  
of the Code.                                                                    

             "CUSTOMER" shall mean and include the account debtor with
respect to any Receivable and/or the prospective purchaser of goods, services or
both with respect to any contract or contract right, and/or any party who enters
into or proposes to enter into any contract or other arrangement with any       
Borrower, pursuant to which such Borrower is to deliver any personal property or
perform any services.                                                           

            "DEFAULT" shall mean an event, circumstance or condition
which, with the giving of notice or passage of time or both, would constitute an
Event of Default.                                                               

                  "DEFAULT RATE" shall have the meaning set forth in Section 3.1
hereof.                                                                         

           "DEFAULTING LENDER" shall have the meaning set forth in
Section 2.22(a) hereof.                                                         

             "DEPOSITORY ACCOUNTS" shall have the meaning set forth in
Section 4.15(h) hereof.                                                         

                  "DOCUMENTS" shall have the meaning set forth in Section 8.1(c)
hereof.                                                                         

            "DOLLAR" and the sign "$" shall mean lawful money of the
United States of America.                                                       

          "DOMESTIC RATE LOAN" shall mean any Advance that bears
interest based upon the Alternate Base Rate.                                    

                 "DOMESTIC SUBSIDIARIES" shall mean any Subsidiaries organized
under the laws of any state of the United States of America and any             
protectorates thereof and shall include Brightstar PR.                          

              "DRAWING DATE" shall have the meaning set forth in Section
2.11(b) hereof.                                                                 

                  "EARNINGS BEFORE INTEREST AND TAXES" shall mean for any period
the sum of (i) net income (or loss) of Borrowers on a consolidated basis for    
such period excluding extraordinary gains and losses, plus (ii) all interest    
expense of Borrowers on a consolidated basis for such period, plus (iii) all    
charges against income of Borrowers on a consolidated basis for such period for 
federal, state and local taxes actually paid.                                   

              "EBITDA" shall mean for any period the sum of (i) Earnings
Before Interest and Taxes for such period plus (ii) depreciation expenses for   
such period, plus (iii) amortization expenses for such period.                  

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                "ELIGIBLE FOREIGN CUSTOMER" shall mean each of TelCel, C.A.,
Abiatar-Moviam, Telefonica Communcaciones Personales, CTI, Telecom Personal, S.A
and Movicom, S.A. If there is a change in ownership of any Parent of any        
Eligible Foreign Customer, then such Customer shall no longer be deemed an      
Eligible Foreign Customer unless Required Lenders otherwise consent in writing. 
Borrowers shall notify Agent if there is a change in ownership of any Parent    
with respect to any of the foregoing companies within five (5) Business Days of 
such change.                                                                    

             "ELIGIBLE FOREIGN RECEIVABLES" shall mean all Receivables
which Agent would otherwise deem to be Eligible Receivables except due to clause
(f) of the definition thereof so long as (a) such Receivables are not Eligible  
Insured Foreign Receivables, (b) the amount of each such Receivable shall not   
exceed $5,000,000 for each country and $5,000,000 for each Customer, (c) the    
Parent of such Customer must be rated BBB (or its equivalent) or better by      
either Moody's, S&P or another rating agency acceptable to Agent in its sole    
discretion, (d) each Customer must be an Eligible Foreign Customer and (e) such 
Receivables are not Receivables due from TelCel, C.A. subject to a financing    
arrangement with Amex Bank or any other financial institution or any other      
Receivables subject to a similar financing arrangement.                         

                 "ELIGIBLE INSURED FOREIGN RECEIVABLES" shall mean all Foreign
Receivables which Agent would otherwise deem to be Eligible Receivables except  
due to clause (f) of the definition thereof which are (a) guaranteed by the     
Export-Import Bank of the United States in favor of Agent for its benefit and   
for the ratable benefit of Lenders or (b) credit insured with an insurance      
carrier in an amount and on terms acceptable to Agent naming Agent as           
beneficiary or loss payee, as applicable, thereof and (c) such Receivables are  
not Eligible Foreign Receivables; PROVIDED, HOWEVER, that only such portion of  
such Receivables which is covered by any such guaranty or insurance coverage    
shall be included in the calculation of Eligible Insured Foreign Receivables.   

              "ELIGIBLE INVENTORY" shall mean and include Inventory with
respect to each Borrower valued at the lower of cost or market value, determined
on a first-in-first-out basis, which is not, in Agent's opinion, obsolete, slow 
moving or unmerchantable and which Agent, in its sole discretion, shall not deem
ineligible Inventory, based on such considerations as Agent may from time to    
time deem appropriate including whether the Inventory is subject to a perfected,
first priority security interest in favor of Agent and no other Lien (other than
a Permitted Encumbrance). In addition, Inventory shall not be Eligible Inventory
if it (i) does not conform to all standards imposed by any Governmental Body    
which has regulatory authority over such goods or the use or sale thereof, (ii) 
is in transit, (iii) is located outside the continental United States or at a   
location that is not otherwise in compliance with this Agreement, (iv)          
constitutes Consigned Inventory, (v) is the subject of an Intellectual Property 
Claim; (vi) is subject to a License Agreement or other agreement that limits,   
conditions or restricts any Borrower's or Agent's right to sell or otherwise    
dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement
with the Licensor under such License Agreement; or (vii) or is situated at a    
location not owned by a Borrower unless the owner or occupier of such location  
has executed in favor of Agent a Lien Waiver Agreement.                         

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                 "ELIGIBLE RECEIVABLES" shall mean and include with respect to
each Borrower, each Receivable of such Borrower arising in the Ordinary Course  
of Business and which Agent, in its sole credit judgment, shall deem to be an   
Eligible Receivable, based on such considerations as Agent may from time to time
deem appropriate. A Receivable shall not be deemed eligible unless such         
Receivable is subject to Agent's first priority perfected security interest and 
no other Lien (other than Permitted Encumbrances), and is evidenced by an       
invoice payable in Dollars or other documentary evidence satisfactory to Agent. 
In addition, no Receivable shall be an Eligible Receivable if:                  

                         (a) it arises out of a sale made by any Borrower to
an Affiliate of any Borrower or to a Person controlled by an Affiliate of any   
Borrower;                                                                       

                      (b) it is due or unpaid after the earlier of (i)
ninety (90) days after the original due date, or (ii) one hundred twenty (120)  
days after the original invoice date;                                           

                        (c) fifty percent (50%) or more of the Receivables
from such Customer are not deemed Eligible Receivables hereunder pursuant to    
clause (b) above, in which event all Receivables due from such Customer shall be
deemed ineligible hereunder.                                                    

                  (d) any covenant, representation or warranty
contained in this Agreement with respect to such Receivable has been breached;  

                      (e) the Customer shall (i) apply for, suffer, or
consent to the appointment of, or the taking of possession by, a receiver,      
custodian, trustee or liquidator of itself or of all or a substantial part of   
its property or call a meeting of its creditors, (ii) admit in writing its      
inability, or be generally unable, to pay its debts as they become due or cease 
operations of its present business, (iii) make a general assignment for the     
benefit of creditors, (iv) commence a voluntary case under any state or federal 
bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt  
or insolvent, (vi) file a petition seeking to take advantage of any other law   
providing for the relief of debtors, (vii) acquiesce to, or fail to have        
dismissed, any petition which is filed against it in any involuntary case under 
such bankruptcy laws, or (viii) take any action for the purpose of effecting any
of the foregoing;                                                               

                           (f) the sale is to a Customer outside the continental
United States of America or Puerto Rico;                                        

                         (g) the sale to the Customer is on a bill-and-hold,
guaranteed sale, sale-and-return, sale on approval, consignment or any other    
repurchase or return basis or is evidenced by chattel paper;                    

                    (h) Agent believes, in its sole judgment, that
collection of such Receivable is insecure or that such Receivable may not be    
paid by reason of the Customer's financial inability to pay;                    

                           (i) the Customer is the United States of America, any
state or any department, agency or instrumentality of any of them, unless the   
applicable Borrower assigns its                                                 

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right to payment of such Receivable to Agent pursuant to the Assignment of      
Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C.
Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes
or ordinances;                                                                  

                           (j) the goods giving rise to such Receivable have not
been delivered to and accepted by the Customer or the services giving rise to   
such Receivable have not been performed by the applicable Borrower and accepted 
by the Customer or the Receivable otherwise does not represent a final sale;    

                  (k) the Receivable is subject to any offset,
deduction, defense, dispute, or counterclaim, the Customer is also a creditor or
supplier of a Borrower or the Receivable is contingent in any respect or for any
reason;                                                                         

                        (l) the applicable Borrower has made any agreement
with any Customer for any deduction therefrom, except for discounts or          
allowances made in the Ordinary Course of Business for prompt payment, all of   
which discounts or allowances are reflected in the calculation of the face value
of each respective invoice related thereto;                                     

                      (m) any return, rejection or repossession of the
merchandise has occurred or the rendition of services has been disputed but only
to the extent of the portion of the Receivable related to the returned, rejected
or repossessed merchandise or dispute;                                          

                          (n) such Receivable is not payable to a Borrower; or

                          (o) such Receivable is not otherwise satisfactory to
Agent as determined in good faith by Agent in the exercise of its discretion in 
a reasonable manner.                                                            

                 "ENVIRONMENTAL COMPLAINT" shall have the meaning set forth in
Section 4.19(d) hereof.                                                         

       "ENVIRONMENTAL LAWS" shall mean all federal, state,
commonwealth and local environmental, land use, zoning, health, chemical use,   
safety and sanitation laws, statutes, ordinances and codes relating to the      
protection of the environment and/or governing the use, storage, treatment,     
generation, transportation, processing, handling, production or disposal of     
Hazardous Substances and the rules, regulations, policies, guidelines,          
interpretations, decisions, orders and directives of federal, state,            
commonwealth and local governmental agencies and authorities with respect       
thereto.                                                                        

                 "EQUIPMENT" shall mean and include as to each Borrower all of
such Borrower's goods (other than Inventory) whether now owned or hereafter     
acquired and wherever located including all equipment, machinery, apparatus,    
motor vehicles, fittings, furniture, furnishings, fixtures, parts, accessories  
and all replacements and substitutions therefor or accessions thereto.          

           "EQUITY INTERESTS" of any Person shall mean any and all
shares, rights to purchase, options, warrants, general, limited or limited      
liability partnership interests, member interests, participation or other       
equivalents of or interest in (regardless of how designated) equity of such     

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Person, whether voting or nonvoting, including common stock, preferred stock,   
convertible securities or any other "equity security" (as such term is defined  
in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under
the Exchange Act).                                                              

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time and the rules and regulations promulgated 
thereunder.                                                                     

                "ERISA GROUP" shall mean, at any time, each Borrower and all
members of a controlled group of corporations and all trades or businesses      
(whether or not incorporated) under common control and all other entities which,
together with any Borrower, are treated as a single employer under Section 414  
of the Internal Revenue Code.                                                   

                 "EURODOLLAR RATE" shall mean for any Eurodollar Rate Loan for
the then current Interest Period relating thereto the interest rate per annum   
determined by Agent by dividing (the resulting quotient rounded upwards, if     
necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest     
determined by Agent in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) to be the average of the London      
interbank offered rates for U.S. Dollars quoted by the British Bankers'         
Association as set forth on Moneyline Telerate (or appropriate successor or, if 
British Banker's Association or its successor ceases to provide such quotes, a  
comparable replacement determined by Agent) display page 3750 (or such other    
display page on the Moneyline Telerate system as may replace display page 3750) 
two (2) Business Days prior to the first day of such Interest Period for an     
amount comparable to such Eurodollar Rate Loan and having a borrowing date and a
maturity comparable to such Interest Period by (ii) a number equal to 1.00 minus
the Reserve Percentage. The Eurodollar Rate may also be expressed by the        
following formula:                                                              

 Average of London interbank offered rates quoted by BBA as shown on
Eurodollar Rate = Moneyline Telerate Service display
page 3750 or appropriate successor
----------------------------------------------------
1.00 - Reserve Percentage.

                 "EURODOLLAR RATE LOAN" shall mean an Advance at any time that
bears interest based on the Eurodollar Rate.                                    

                  "EVENT OF DEFAULT" shall have the meaning set forth in Article
X hereof.                                                                       

                  "EXCHANGE ACT" shall have the mean the Securities Exchange Act
of 1934, as amended.                                                            

                  "EXECUTIVE ORDER NO. 13224" shall mean the Executive Order No.
13224 on Terrorist Financing, effective September 24, 2001, as the same has     
been, or shall hereafter be, renewed, extended, amended or replaced.            

                  "FEDERAL FUNDS EFFECTIVE RATE" for any day shall mean the rate
per annum (based on a year of 360 days and actual days elapsed and rounded      
upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New 
York (or any successor) on such day as being the weighted average of the rates  
on overnight federal funds transactions arranged by federal funds brokers on the
previous trading day, as computed and announced by such Federal Reserve         

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Bank (or any successor) in substantially the same manner as such Federal Reserve
Bank computes and announces the weighted average it refers to as the "Federal   
Funds Effective Rate" as of the date of this Agreement; PROVIDED, if such       
Federal Reserve Bank (or its successor) does not announce such rate on any day, 
the "Federal Funds Effective Rate" for such day shall be the Federal Funds      
Effective Rate for the last day on which such rate was announced.               

           "FEDERAL FUNDS OPEN RATE" shall mean the rate per annum
determined by the Agent in accordance with its usual procedures (which          
determination shall be conclusive absent manifest error) to be the "open" rate  
for federal funds transactions as of the opening of business for federal funds  
transactions among members of the Federal Reserve System arranged by federal    
funds brokers on such day, as quoted by Garvin Guybutler, any successor entity  
thereto, or any other broker selected by the Agent, as set forth on the         
applicable Telerate display page; provided, however; that if such day is not a  
Business Day, the Federal Funds Open Rate for such day shall be the "open" rate 
on the immediately preceding Business Day, or if no such rate shall be quoted by
a Federal funds broker at such time, such other rate as determined by the Agent 
in accordance with its usual procedures.                                        

               "FEE LETTER" shall mean the fee letter dated as of the date
hereof among Borrowers and PNC.                                                 

          "FISCAL YEAR" shall mean the fiscal year of Borrowers.

              "FIXED CHARGE COVERAGE RATIO" shall mean and include, with
respect to any fiscal period, the ratio of (a) EBITDA minus the sum of (x)      
non-financed Capital Expenditures made during such period plus (y) cash taxes   
paid during such period plus (z) permitted cash dividends paid on the Equity    
Interests of any Borrower during such period to (b) all Senior Debt Payments    
plus all Subordinated Debt Payments plus required payments under Capitalized    
Lease Obligations made during such period.                                      

               "FOREIGN RECEIVABLES" shall mean all Receivables due from a
Customer outside the United States of America.                                  

                 "FOREIGN SUBSIDIARY" of any Person, shall mean any Subsidiary
of such Person that is not organized or incorporated in the United States or any
State or territory thereof.                                                     

                "FORMULA AMOUNT" shall have the meaning set forth in Section
2.1(a).                                                                         

                 "GAAP" shall mean generally accepted accounting principles in
the United States of America in effect from time to time.                       

           "GENERAL INTANGIBLES" shall mean and include as to each
Borrower all of such Borrower's general intangibles, whether now owned or       
hereafter acquired, including all payment intangibles, all choses in action,    
causes of action, corporate or other business records, inventions, designs,     
patents, patent applications, equipment formulations, manufacturing procedures, 
quality control procedures, trademarks, trademark applications, service marks,  
trade secrets, goodwill, copyrights, design rights, software, computer          
information, source codes, codes, records and                                   

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updates, registrations, licenses, franchises, customer lists, tax refunds, tax  
refund claims, computer programs, all claims under guaranties, security         
interests or other security held by or granted to such Borrower to secure       
payment of any of the Receivables by a Customer (other than to the extent       
covered by Receivables) all rights of indemnification and all other intangible  
property of every kind and nature (other than Receivables).                     

           "GOVERNMENTAL ACTS" shall have the meaning set forth in
Section 2.16.                                                                   

                "GOVERNMENTAL BODY" shall mean any nation or government, any
state, commonwealth, territory or other political subdivision thereof or any    
entity, authority, agency, division or department exercising the legislative,   
judicial, regulatory or administrative functions of or pertaining to a          
government.                                                                     

            "GUARANTY" shall mean any guaranty of the obligations of
Borrowers executed by a guarantor in favor of Agent for its benefit and for the 
ratable benefit of Lenders.                                                     

             "HAZARDOUS DISCHARGE" shall have the meaning set forth in
Section 4.19(d) hereof.                                                         

             "HAZARDOUS SUBSTANCE" shall mean, without limitation, any
flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde 
foam insulation, polychlorinated biphenyls, petroleum and petroleum products,   
methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or
related materials as defined in CERCLA, the Hazardous Materials Transportation  
Act, as amended (49 U.S.C. Sections 1801, et seq.), RCRA, Articles 15 and 27 of 
the New York State Environmental Conservation Law or any other applicable       
Environmental Law and in the regulations adopted pursuant thereto.              

                "HAZARDOUS WASTES" shall mean all waste materials subject to
regulation under CERCLA, RCRA or applicable state law, and any other applicable 
Federal and state laws now in force or hereafter enacted relating to hazardous  
waste disposal.                                                                 

              "HEDGE LIABILITIES" shall have the meaning provided in the
definition of "Lender-Provided Interest Rate Hedge".                            

                  "INDEBTEDNESS" of a Person at a particular date shall mean all
obligations of such Person which in accordance with GAAP would be classified    
upon a balance sheet as liabilities (except capital stock and surplus earned or 
otherwise) and in any event, without limitation by reason of enumeration, shall 
include all indebtedness, debt and other similar monetary obligations of such   
Person whether direct or guaranteed, and all premiums, if any, due at the       
required prepayment dates of such indebtedness, and all indebtedness secured by 
a Lien on assets owned by such Person, whether or not such indebtedness actually
shall have been created, assumed or incurred by such Person. Any indebtedness of
such Person resulting from the acquisition by such Person of any assets subject 
to any Lien shall be deemed, for the purposes hereof, to be the equivalent of   
the creation, assumption and incurring of the indebtedness secured thereby,     
whether or not actually so created, assumed or incurred.                        

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                  "INELIGIBLE SECURITY" shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under    
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as       
amended.                                                                        

                  "INTELLECTUAL PROPERTY" shall mean property constituting under
any Applicable Law a patent, patent application, copyright, trademark, service  
mark, trade name, mask work, trade secret or license or other right to use any  
of the foregoing.                                                               

                 "INTELLECTUAL PROPERTY CLAIM" shall mean the assertion by any
Person of a claim (whether asserted in writing, by action, suit or proceeding or
otherwise) that Borrower's ownership, use, marketing, sale or distribution of   
any Inventory, Equipment, Intellectual Property or other property or asset is   
violative of any ownership of or right to use any Intellectual Property of such 
Person.                                                                         

     "INTERCREDITOR AGREEMENT" shall mean that certain
Intercreditor Agreement dated as of the date hereof between Motorola and Agent. 

            "INTEREST PERIOD" shall mean the period provided for any
Eurodollar Rate Loan pursuant to Section 2.2(b).                                

                "INTERNAL REVENUE CODE" shall mean the Internal Revenue Code
of 1986, as the same may be amended or supplemented from time to time, and any  
successor statute of similar import, and the rules and regulations thereunder,  
as from time to time in effect.                                                 

               "INTEREST RATE HEDGE" shall mean an interest rate exchange,
collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar 
agreements entered into by any Borrower or its Subsidiaries in order to provide 
protection to, or minimize the impact upon, such Borrower, any Guarantor and/or 
their respective Subsidiaries of increasing floating rates of interest          
applicable to Indebtedness.                                                     

                 "INVENTORY" shall mean and include as to each Borrower all of
such Borrower's now owned or hereafter acquired goods, merchandise and other    
personal property, wherever located, to be furnished under any consignment      
arrangement, contract of service or held for sale or lease, all raw materials,  
work in process, finished goods and materials and supplies of any kind, nature  
or description which are or might be used or consumed in such Borrower's        
business or used in selling or furnishing such goods, merchandise and other     
personal property, and all documents of title or other documents representing   
them.                                                                           

                "INVENTORY ADVANCE RATE" shall have the meaning set forth in
Section 2.1(a)(y)(ii) hereof.                                                   

            "INVESTOR AFFILIATE" shall mean each of Falcon Mezzanine
Partners, L.P., Prudential Capital Partners, L.P. and Prudential Capital        
Partners Management Fund, L.P.                                                  

              "IPO" shall mean an initial public offering of the capital
stock of Brightstar on a nationally recognized trading exchange.                

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                "ISSUER" shall mean any Person who issues a Letter of Credit
and/or accepts a draft pursuant to the terms hereof.                            

                  "LENDER" and "LENDERS" shall have the meaning ascribed to such
term in the preamble to this Agreement and shall include each Person which      
becomes a transferee, successor or assign of any Lender.                        

                "LENDER-PROVIDED INTEREST RATE HEDGE" shall mean an Interest
Rate Hedge which is provided by any Lender or any direct or indirect Subsidiary 
or Affiliate of any Lender and with respect to which the Agent confirms meets   
the following requirements: such Interest Rate Hedge (i) is documented in a     
standard International Swap Dealer Association Agreement, (ii) provides for the 
method of calculating the reimbursable amount of the provider's credit exposure 
in a reasonable and customary manner, and (iii) is entered into for hedging     
(rather than speculative) purposes. The liabilities of any Borrower to the      
provider of any Lender-Provided Interest Rate Hedge (the "HEDGE LIABILITIES")   
shall be "Obligations" hereunder and otherwise treated as Obligations for       
purposes of each of the Other Documents. The Liens securing the Hedge           
Liabilities shall be PARI PASSU with the Liens securing all other Obligations   
under this Agreement and the Other Documents.                                   

               "LETTER OF CREDIT FEES" shall have the meaning set forth in
Section 3.2.                                                                    

                 "LETTER OF CREDIT BORROWING" shall have the meaning set forth
in Section 2.11(d).                                                             

       "LETTER OF CREDIT SUBLIMIT" shall mean $20,000,000.

           "LETTERS OF CREDIT" shall have the meaning set forth in
Section 2.8.                                                                    

          "LIEN" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, security interest, lien (whether statutory or        
otherwise), Charge, claim or encumbrance, or preference, priority or other      
security agreement or preferential arrangement held or asserted in respect of   
any asset of any kind or nature whatsoever including any conditional sale or    
other title retention agreement, any lease having substantially the same        
economic effect as any of the foregoing, and the filing of, or agreement to     
give, any financing statement under the Uniform Commercial Code or comparable   
law of any jurisdiction.                                                        

            "LICENSE AGREEMENT" shall mean any agreement between any
Borrower and a Licensor pursuant to which such Borrower is authorized to use any
Intellectual Property in connection with the manufacturing, marketing, sale or  
other distribution of any Inventory of such Borrower or otherwise in connection 
with such Borrower's business operations.                                       

           "LICENSOR" shall mean any Person from whom any Borrower
obtains the right to use (whether on an exclusive or non-exclusive basis) any   
Intellectual Property in connection with such Borrower's manufacture, marketing,
sale or other distribution of any Inventory or otherwise in connection with such
Borrower's business operations.                                                 

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              "LICENSOR/AGENT AGREEMENT" shall mean an agreement between
Agent and a Licensor, in form and content satisfactory to Agent, by which Agent 
is given the unqualified right, vis-a-vis such Licensor, to enforce Agent's     
Liens with respect to and to dispose of any Borrower's Inventory with the       
benefit of any Intellectual Property applicable thereto, irrespective of such   
Borrower's default under any License Agreement with such Licensor.              

            "LIEN WAIVER AGREEMENT" shall mean an agreement which is
executed in favor of Agent by a Person who owns or occupies premises at which   
any Collateral may be located from time to time and by which such Person shall  
waive any Lien that such Person may ever have with respect to any of the        
Collateral and shall authorize Agent from time to time to enter upon the        
premises to inspect or remove the Collateral from such premises or to use such  
premises to store or dispose of such Inventory.                                 

                 "MARCH FINANCIAL STATEMENTS" shall have the meaning set forth
in Section 5.5(a) hereof.                                                       

                  "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect
on (a) the condition (financial or otherwise), results of operations, assets,   
business, properties or prospects of any Borrower, (b) any Borrower's ability to
duly and punctually pay or perform the Obligations in accordance with the terms 
thereof, (c) the value of the Collateral, or Agent's Liens on the Collateral or 
the priority of any such Lien or (d) the practical realization of the benefits  
of Agent's and each Lender's rights and remedies under this Agreement and the   
Other Documents.                                                                

                  "MAXIMUM FACE AMOUNT" shall mean with respect to any Letter of
Credit, the face amount of such Letter of Credit including all automatic        
increases provided for in such Letter of Credit, whether or not any such        
automatic increase has become effective.                                        

              "MAXIMUM INVENTORY SUBLIMIT" shall mean an amount equal to
$35,000,000, PROVIDED, HOWEVER, that this amount may be permanently increased to
$40,000,000 at the discretion of Required Lenders based upon annual projections 
delivered by Borrowers to Agent, which projections are in form and substance    
satisfactory to Required Lenders.                                               

              "MAXIMUM REVOLVING ADVANCE AMOUNT" shall mean $70,000,000.

           "MAXIMUM UNDRAWN AMOUNT" shall mean with respect to any
outstanding Letter of Credit, the amount of such Letter of Credit that is or may
become available to be drawn, including all automatic increases provided for in 
such Letter of Credit, whether or not any such automatic increase has become    
effective.                                                                      

             "MEXICAN DEBT INFUSION PROJECT" shall mean the project by
which Ernst & Young is assisting Brightstar with the introduction of            
intercompany leverage in order to minimize its worldwide effective tax rate.    
Intercompany debt will be infused into Brightstar Mexico's operations through a 
holding company structure that will allow planning opportunities for            
Brightstar's worldwide operations in the future. The holding company structure  
will be implemented through a newly created U.S. corporation which will be      
converted into a limited liability company that will then migrate its tax       
residence to Switzerland. Ultimately, Brightstar                                

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Mexico's operations will incur an intercompany debt obligation that will        
generate interest expense for Brightstar Mexico on an accrual basis with a      
corresponding interest income inclusion in a jurisdiction having low or no      
taxes.                                                                          

        "MOODY'S" shall mean Moody's Investors Service, Inc.

                "MOTOROLA" shall mean Motorola, Inc., a Delaware corporation
and its successors and assigns.                                                 

                "MOTOROLA DISTRIBUTION AGREEMENTS" shall mean, collectively,
(i) the Amended and Restated Distribution Agreement effective as of October 9,  
2003 among Motorola and Brightstar and (ii) the United States Distribution      
Agreement for Cellular Phones and Accessories dated October 1, 2003 by and      
between Motorola and Brightstar US.                                             

             "MOTOROLA DOCUMENTS" shall mean the Motorola Distribution
Agreements, the Motorola Security Agreements and the Motorola Guaranties.       

                 "MOTOROLA GUARANTIES" shall mean the (i) Amended and Restated
Unconditional Guaranty dated as of the date hereof by Brightstar in favor of    
Motorola, (ii) Amended and Restated Unconditional Guaranty dated as of the date 
hereof by Brightstar US in favor of Motorola, (iii) Unconditional Guaranty dated
as of the date hereof by the Foreign Subsidiaries in favor of Motorola, (iv)    
Amended and Restated Personal Guaranty dated as of the date hereof by David H.  
Peterson and Denyse Peterson in favor of Motorola, and (v) Amended and Restated 
Personal Guaranty dated as of the date hereof by Raul M. Claure and Patricia    
Claure in favor of Motorola.                                                    

                 "MOTOROLA SECURITY AGREEMENTS" shall mean (i) the Amended and
Restated Security Agreement dated as of the date hereof, executed by Brightstar 
in favor of Motorola, (ii) the Amended and Restated Security Agreement dated as 
of the date hereof executed by Brightstar US in favor of Motorola, (iii) the    
Security Agreement dated as of the date hereof executed by Brightstar PR in     
favor of Motorola, (iv) Amended and Restated Stock Pledge and Security Agreement
dated as of the date hereof executed by Brightstar in favor of Motorola, (v)    
Amended and Restated Stock Pledge and Security Agreement dated as of the date   
hereof executed by Raul M. Claure and David H. Peterson in favor of Motorola,   
and (vi) Amended and Restated Stock Pledge and Security Agreement dated as of   
the date hereof executed by Denise Gibson in favor of Motorola and (vii)        
Security Agreement dated as of the date hereof by the Foreign Subsidiaries      
(including Brightstar PR) in favor of Motorola.                                 

             "MULTIEMPLOYER PLAN" shall mean a "multiemployer plan" as
defined in Sections 3(37) and 4001(a)(3) of ERISA.                              

               "MULTIPLE EMPLOYER PLAN" shall mean a Plan which has two or
more contributing sponsors (including any Borrower or any member of the         
Controlled Group) at least two of whom are not under common control, as such a  
plan is described in Section 4023 and 4064 of ERISA.                            

           "OBLIGATIONS" shall mean and include any and all loans,
advances, debts,                                                                

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liabilities, obligations, covenants and duties owing by Borrowers to Lenders or 
Agent or to any other direct or indirect Subsidiary or Affiliate of Agent or any
Lender of any kind or nature, present or future (including any interest accruing
thereon after maturity, or after the filing of any petition in bankruptcy, or   
the commencement of any insolvency, reorganization or like proceeding relating  
to any Borrower, whether or not a claim for post-filing or post-petition        
interest is allowed in such proceeding), whether or not evidenced by any note,  
guaranty or other instrument, whether arising under any agreement, instrument or
document, (including this Agreement and the Other Documents) whether or not for 
the payment of money, whether arising by reason of an extension of credit,      
opening of a letter of credit, loan, equipment lease or guarantee, under any    
interest or currency swap, future, option or other similar agreement, or in any 
other manner, whether arising out of overdrafts or deposit or other accounts or 
electronic funds transfers (whether through automated clearing houses or        
otherwise) or out of the Agent's or any Lenders non-receipt of or inability to  
collect funds or otherwise not being made whole in connection with depository   
transfer check or other similar arrangements, whether direct or indirect        
(including those acquired by assignment or participation), absolute or          
contingent, joint or several, due or to become due, now existing or hereafter   
arising, contractual or tortious, liquidated or unliquidated, regardless of how 
such indebtedness or liabilities arise or by what agreement or instrument they  
may be evidenced or whether evidenced by any agreement or instrument, including,
but not limited to, any and all of any Borrower's Indebtedness and/or           
liabilities under this Agreement, the Other Documents or under any other        
agreement between Agent or Lenders and any Borrower and any amendments,         
extensions, renewals or increases and all costs and expenses of Agent and any   
Lender incurred in the documentation, negotiation, modification, enforcement,   
collection or otherwise in connection with any of the foregoing, including but  
not limited to reasonable attorneys' fees and expenses and all obligations of   
any Borrower to Agent or Lenders to perform acts or refrain from taking any     
action.                                                                         

                "ORDINARY COURSE OF BUSINESS" shall mean with respect to any
Borrower, the ordinary course of such Borrower's business as conducted on the   
Closing Date.                                                                   

                 "ORIGINAL OWNERS" shall mean, with respect to (a) Brightstar,
collectively, R. Marcelo Claure, his spouse, children or other lineal           
descendants (whether adoptive or biological) and any revocable or irrevocable   
inter vivos trust or testamentary trust or the probate estate of any such       
individual, so long as one or more of the foregoing individuals is the principal
beneficiary of such trust or probate estate and (b) with respect to Brightstar  
US and Brightstar PR, Brightstar.                                               

               "OTHER DOCUMENTS" shall mean the Revolving Credit Note, the
Questionnaire, the Fee Letter, any Lender-Provided Interest Rate Hedge, the     
Intercreditor Agreement and any and all other agreements, instruments and       
documents, including guaranties, pledges, powers of attorney, consents, interest
or currency swap agreements or other similar agreements and all other writings  
heretofore, now or hereafter executed by any Borrower and/or delivered to Agent 
or any Lender in respect of the transactions contemplated by this Agreement.    

              "OUT-OF-FORMULA LOANS" shall have the meaning set forth in
Section 16.2(b).                                                                

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            "PARENT" of any Person shall mean a corporation or other
entity owning, directly or indirectly at least 50% of the shares of stock or    
other ownership interests having ordinary voting power to elect a majority of   
the directors of the Person, or other Persons performing similar functions for  
any such Person.                                                                

                 "PARTICIPANT" shall mean each Person who shall be granted the
right by any Lender to participate in any of the Advances and who shall have    
entered into a participation agreement in form and substance satisfactory to    
such Lender.                                                                    

               "PARTICIPATION ADVANCE" shall have the meaning set forth in
Section 2.11(d).                                                                

                  "PARTICIPATION COMMITMENT" shall mean each Lender's obligation
to buy a participation of the Letters of Credit issued hereunder.               

          "PAYMENT OFFICE" shall mean initially Two Tower Center
Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of   
Agent, if any, which it may designate by notice to Borrowing Agent and to each  
Lender to be the Payment Office.                                                

              "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA or any successor.       

             "PERMITTED ENCUMBRANCES" shall mean (a) Liens in favor of
Agent for the benefit of Agent and Lenders; (b) Liens for taxes, assessments or 
other governmental charges not delinquent or being contested in good faith and  
by appropriate proceedings and with respect to which proper reserves have been  
taken by Borrowers; provided, that, the Lien shall have no effect on the        
priority of the Liens in favor of Agent or the value of the assets in which     
Agent has such a Lien and a stay of enforcement of any such Lien shall be in    
effect; (c) Liens disclosed in the financial statements referred to in Section  
5.5, the existence of which Agent has consented to in writing; (d) deposits or  
pledges to secure obligations under worker's compensation, social security or   
similar laws, or under unemployment insurance; (e) deposits or pledges to secure
bids, tenders, contracts (other than contracts for the payment of money),       
leases, statutory obligations, surety and appeal bonds and other obligations of 
like nature arising in the Ordinary Course of Business; (f) Liens arising by    
virtue of the rendition, entry or issuance against any Borrower or any          
Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, 
writ, order, or decree for so long as each such Lien (a) is in existence for    
less than 20 consecutive days after it first arises or is being Properly        
Contested and (b) is at all times junior in priority to any Liens in favor of   
Agent; (g) mechanics', workers', materialmen's or other like Liens arising in   
the Ordinary Course of Business with respect to obligations which are not due or
which are being contested in good faith by the applicable Borrower; (h) Liens   
placed upon fixed assets hereafter acquired to secure a portion of the purchase 
price thereof, provided that (x) any such lien shall not encumber any other     
property of the Borrowers and (y) the aggregate amount of Indebtedness secured  
by such Liens incurred as a result of such purchases during any Fiscal Year     
shall not exceed the amount provided for in Section 7.6; (i) Liens in favor of  
Motorola in the Collateral which are subordinated to the Liens in favor of Agent
pursuant to the terms of the Intercreditor Agreement; and (j) Liens disclosed on
Schedule 1.2.                                                                   

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            "PERSON" shall mean any individual, sole proprietorship,
partnership, corporation, business trust, joint stock company, trust,           
unincorporated organization, association, limited liability company, limited    
liability partnership, institution, public benefit corporation, joint venture,  
entity or Governmental Body (whether federal, state, county, city, municipal or 
otherwise, including any instrumentality, division, agency, body or department  
thereof).                                                                       

              "PLAN" shall mean at any time any employee pension benefit
plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards     
under Section 412 of the Internal Revenue Code and either (i) is maintained by  
any member of the Controlled Group for employees of any member of the Controlled
Group; or (ii) has at any time within the preceding five years been maintained  
by any entity which was at such time a member of the Controlled Group for       
employees of any entity which was at such time a member of the Controlled Group.

                  "PNC" shall have the meaning set forth in the preamble to this
Agreement and shall extend to all of its successors and assigns.                

"PNCBC" shall mean PNC Business Credit.     

       "PR OBLIGATIONS" shall mean and include any and all
"Obligations" of Brightstar PR.                                                 

             "PROJECTIONS" shall have the meaning set forth in Section
5.5(b) hereof.                                                                  

       "PROPERLY CONTESTED" shall mean, in the case of any
Indebtedness of any Person (including any taxes) that is not paid as and when   
due or payable by reason of such Person's bona fide dispute concerning its      
liability to pay same or concerning the amount thereof, (i) such Indebtedness is
being properly contested in good faith by appropriate proceedings promptly      
instituted and diligently conducted; (ii) such Person has established           
appropriate reserves as shall be required in conformity with GAAP; (iii) the    
non-payment of such Indebtedness will not have a Material Adverse Effect and    
will not result in the forfeiture of any assets of such Person; (iv) no Lien is 
imposed upon any of such Person's assets with respect to such Indebtedness      
unless such Lien is at all times junior and subordinate in priority to the Liens
in favor of the Agent (except only with respect to property taxes that have     
priority as a matter of applicable state law) and enforcement of such Lien is   
stayed during the period prior to the final resolution or disposition of such   
dispute; (v) if such Indebtedness results from, or is determined by the entry,  
rendition or issuance against a Person or any of its assets of a judgment, writ,
order or decree, enforcement of such judgment, writ, order or decree is stayed  
pending a timely appeal or other judicial review; and (vi) if such contest is   
abandoned, settled or determined adversely (in whole or in part) to such Person,
such Person forthwith pays such Indebtedness and all penalties, interest and    
other amounts due in connection therewith.                                      

                "PURCHASE AGREEMENT" shall mean the Purchase Agreement dated
as of December 29, 2003 among Brightstar, the guarantors named therein and      
Subordinated Lender, as amended pursuant to an amendment dated as of the date   
hereof.                                                                         

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                "PURCHASED PREFERRED STOCK" shall have the meaning set forth
in the Subordinated Loan Documentation as in effect on the date hereof.         

           "PURCHASING LENDER" shall have the meaning set forth in
Section 16.3(c) hereof.                                                         

            "QUESTIONNAIRE" shall mean the Documentation Information
Questionnaire and the responses thereto provided by Borrowers and delivered to  
Agent.                                                                          

                 "RCRA" shall mean the Resource Conservation and Recovery Act,
42 U.S.C.ss.ss.6901 et seq., as same may be amended from time to time.          

                  "REAL PROPERTY" shall mean all of each Borrower's right, title
and interest in and to the owned and leased premises identified on Schedule 4.19
hereto.                                                                         

                  "RECEIVABLES" shall mean and include, as to each Borrower, all
of such Borrower's accounts, contract rights, instruments (including those      
evidencing indebtedness owed to Borrowers by their Affiliates), documents,      
chattel paper (including electronic chattel paper), general intangibles relating
to accounts, drafts and acceptances, credit card receivables and all other forms
of obligations owing to such Borrower arising out of or in connection with the  
sale or lease of Inventory or the rendition of services, all supporting         
obligations, guarantees and other security therefor, whether secured or         
unsecured, now existing or hereafter created, and whether or not specifically   
sold or assigned to Agent hereunder.                                            

                  "RECEIVABLES ADVANCE RATE" shall have the meaning set forth in
Section 2.1(a)(y)(i) hereof.                                                    

                  "REIMBURSEMENT OBLIGATION" shall have the meaning set forth in
Section 2.11(b)hereof.                                                          

         "RELEASE" shall have the meaning set forth in Section
5.7(c)(i) hereof.                                                               

                 "REPORTABLE EVENT" shall mean a reportable event described in
Section 4043(b) of ERISA or the regulations promulgated thereunder.             

                "REQUIRED LENDERS" shall mean Lenders holding at least sixty
six and two thirds percent (66.67%) of the Advances and, if no Advances are     
outstanding, shall mean Lenders holding at least sixty six and two thirds       
percent (66.67%) of the Commitment Percentages; PROVIDED, HOWEVER, if there are 
fewer than three (3) Lenders, Required Lenders shall mean all Lenders.          

             "RESERVE PERCENTAGE" shall mean as of any day the maximum
percentage in effect on such day as prescribed by the Board of Governors of the 
Federal Reserve System (or any successor) for determining the reserve           
requirements (including supplemental, marginal and emergency reserve            
requirements) with respect to eurocurrency funding (currently referred to as    
"Eurocurrency Liabilities".                                                     

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            "REVOLVING ADVANCES" shall mean Advances made other than
Letters of Credit.                                                              

         "REVOLVING CREDIT NOTE" shall mean, collectively, the
promissory notes referred to in Section 2.1(a) hereof.                          

             "REVOLVING INTEREST RATE" shall mean an interest rate per
annum equal to (a) the Alternate Base Rate with respect to Domestic Rate Loans  
and (b) the sum of the Eurodollar Rate plus the Applicable Margin with respect  
to Eurodollar Rate Loans.                                                       

    "S&P" shall mean Standard & Poors Ratings Group.

                  "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.                                                              

                 "SECTION 20 SUBSIDIARY" shall mean the Subsidiary of the bank
holding company controlling PNC, which Subsidiary has been granted authority by 
the Federal Reserve Board to underwrite and deal in certain Ineligible          
Securities.                                                                     

              "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.                                                                        

          "SENIOR DEBT PAYMENTS" shall mean and include all cash
actually expended by Borrowers to make (a) interest payments on any Advances    
hereunder, plus (b) payments for all fees, commissions and charges set forth    
herein and with respect to any Advances, plus (c) capitalized lease payments,   
plus (d) payments with respect to any other Indebtedness for borrowed money     
other than Subordinated Debt Payments.                                          

                "SETTLEMENT DATE" shall mean the Closing Date and thereafter
Wednesday or Thursday of each week or more frequently if Agent deems appropriate
unless such day is not a Business Day in which case it shall be the next        
succeeding Business Day.                                                        

                "SUBORDINATED DEBT PAYMENTS" shall mean and include all cash
actually expended to make payments of principal and interest on the Subordinated
Note.                                                                           

       "SUBORDINATED LENDER" shall mean, collectively, the
"purchasers" under the Subordinated Loan Documentation.                         

            "SUBORDINATED LOAN" shall mean the loan evidenced by the
Subordinated Loan Documentation.                                                

             "SUBORDINATED LOAN DOCUMENTATION" shall mean the Purchase
Agreement together with the Subordinated Note and all other documents,          
instruments, security agreements and other agreements executed in connection    
therewith.                                                                      

              "SUBORDINATED NOTE" shall mean the subordinated promissory
notes issued pursuant to the Purchase Agreement.                                

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                "SUBSIDIARY" of any Person shall mean a corporation or other
entity of whose Equity Interests having ordinary voting power (other than Equity
Interests having such power only by reason of the happening of a contingency) to
elect a majority of the directors of such corporation, or other Persons         
performing similar functions for such entity, are owned, directly or indirectly,
by such Person.                                                                 

           "TERM" shall have the meaning set forth in Section 13.1
hereof.                                                                         

              "TERMINATION EVENT" shall mean (i) a Reportable Event with
respect to any Plan or Multiemployer Plan; (ii) the withdrawal of any Borrower  
or any member of the Controlled Group from a Plan or Multiemployer Plan during a
plan year in which such entity was a "substantial employer" as defined in       
Section 4001(a)(2) of ERISA; (iii) the providing of notice of intent to         
terminate a Plan in a distress termination described in Section 4041(c) of      
ERISA; (iv) the institution by the PBGC of proceedings to terminate a Plan or   
Multiemployer Plan; (v) any event or condition (a) which might constitute       
grounds under Section 4042 of ERISA for the termination of, or the appointment  
of a trustee to administer, any Plan or Multiemployer Plan, or (b) that may     
result in termination of a Multiemployer Plan pursuant to Section 4041A of      
ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections
4203 and 4205 of ERISA, of any Borrower or any member of the Controlled Group   
from a Multiemployer Plan.                                                      

                 "TOXIC SUBSTANCE" shall mean and include any material present
on the Real Property or the Leasehold Interests which has been shown to have    
significant adverse effect on human health or which is subject to regulation    
under the Toxic Substances Control Act (TSCA), 15 U.S.C. ss.ss. 2601 et seq.,   
applicable state law, or any other applicable Federal or state laws now in force
or hereafter enacted relating to toxic substances. "Toxic Substance" includes   
but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based 
paints.                                                                         

                  "TRADE RESERVE" shall mean a reserve established by Agent from
time to time against availability under Section 2.1(a) in an amount equal to the
aggregate amount of trade credit of Borrowers which is more than sixty (60) days
past due.                                                                       

              "TRADING WITH THE ENEMY ACT" shall mean the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle  
B, Chapter V, as amended) and any enabling legislation or executive order       
relating thereto.                                                               

            "TRANSFEREE" shall have the meaning set forth in Section
16.3(c) hereof.                                                                 

             "UNDRAWN AVAILABILITY" at a particular date shall mean an
amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum    
Revolving Advance Amount, minus (b) the sum of (i) the outstanding amount of    
Advances plus (ii) all amounts due and owing to Borrowers' trade creditors (x)  
which are outstanding more than sixty (60) days past the stated due date        
thereof, (y) the payment of which has not otherwise been extended on formal     
terms or (z) where an agreement has been entered into with stipulated terms and 
conditions, plus (iii) fees and expenses for which Borrowers are liable but     
which have not been paid or charged to Borrowers' Account.                      

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                 "UNIFORM COMMERCIAL CODE" shall have the meaning set forth in
Section 1.3 hereof.                                                             

              "USA PATRIOT ACT" shall mean the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct       
Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall        
hereafter be, renewed, extended, amended or replaced.                           

                "US BORROWERS" shall mean, jointly and severally, Brightstar
and Brightstar US.                                                              

                 "WEEK" shall mean the time period commencing with the opening
of business on a Wednesday and ending on the end of business the following      
Tuesday.                                                                        

       1.3. UNIFORM COMMERCIAL CODE TERMS. All terms used herein and defined
in the Uniform Commercial Code as adopted in the State of New York from time to 
time (the "UNIFORM COMMERCIAL CODE") shall have the meaning given therein unless
otherwise defined herein. To the extent the definition of any category or type  
of Collateral is expanded by any amendment, modification or revision to the     
Uniform Commercial Code, such expanded definition will apply automatically as of
the date of such amendment, modification or revision.                           

        1.4. CERTAIN MATTERS OF CONSTRUCTION. The terms "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular section, paragraph or subdivision. Any pronoun used   
shall be deemed to cover all genders. Wherever appropriate in the context, terms
used herein in the singular also include the plural and vice versa. All         
references to statutes and related regulations shall include any amendments of  
same and any successor statutes and regulations. Unless otherwise provided, all 
references to any instruments or agreements to which Agent is a party, including
references to any of the Other Documents, shall include any and all             
modifications or amendments thereto and any and all extensions or renewals      
thereof. All references herein to the time of day shall mean the time in New    
York, New York. Unless otherwise provided, all financial calculations shall be  
performed with Inventory valued on a first-in, first-out basis. Whenever the    
words "including" or "include" shall be used, such words shall be understood to 
mean "including, without limitation" or "include, without limitation". A Default
or Event of Default shall be deemed to exist at all times during the period     
commencing on the date that such Default or Event of Default occurs to the date 
on which such Default or Event of Default is waived in writing pursuant to this 
Agreement or, in the case of a Default, is cured within any period of cure      
expressly provided for in this Agreement; and an Event of Default shall         
"continue" or be "continuing" until such Event of Default has been waived in    
writing by the Required Lenders. Any Lien referred to in this Agreement or any  
of the Other Documents as having been created in favor of Agent, any agreement  
entered into by Agent pursuant to this Agreement or any of the Other Documents, 
any payment made by or to or funds received by Agent pursuant to or as          
contemplated by this Agreement or any of the Other Documents, or any act taken  
or omitted to be taken by Agent, shall, unless otherwise expressly provided, be 
created, entered into, made or received, or taken or omitted, for the benefit or
account of Agent and Lenders. Wherever the phrase "to the best of Borrowers'    
knowledge" or words of similar import relating to the knowledge or the awareness
of any Borrower are used in this Agreement or Other Documents, such phrase shall
mean and refer                                                                  

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to (i) the actual knowledge of a senior officer of any Borrower or (ii) the     
knowledge that a senior officer would have obtained if he had engaged in good   
faith and diligent performance of his duties, including the making of such      
reasonably specific inquiries as may be necessary of the employees or agents of 
such Borrower and a good faith attempt to ascertain the existence or accuracy of
the matter to which such phrase relates. All covenants hereunder shall be given 
independent effect so that if a particular action or condition is not permitted 
by any of such covenants, the fact that it would be permitted by an exception   
to, or otherwise within the limitations of, another covenant shall not avoid the
occurrence of a default if such action is taken or condition exists. In         
addition, all representations and warranties hereunder shall be given           
independent effect so that if a particular representation or warranty proves to 
be incorrect or is breached, the fact that another representation or warranty   
concerning the same or similar subject matter is correct or is not breached will
not affect the incorrectness of a breach of a representation or warranty        
hereunder.                                                                      

II.      ADVANCES, PAYMENTS.                                                    

      2.1. (a) REVOLVING ADVANCES. Subject to the terms and conditions set
forth in this Agreement including Section 2.1(b), each Lender, severally and not
jointly, will make Revolving Advances to US Borrowers in aggregate amounts      
outstanding at any time equal to such Lender's Commitment Percentage of the     
lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum   
Undrawn Amount of outstanding Letters of Credit less the aggregate outstanding  
Revolving Advances made to Brightstar PR or (y) an amount equal to the sum of:  

              (i) the sum of (a) up to 85%, subject to the provisions of
 Section 2.1(b) hereof ("RECEIVABLES ADVANCE RATE"), of Eligible
         Receivables of US Borrowers, plus (b) up to the lesser of (x) up to the
Receivables Advance Rate of Eligible Foreign Receivables of US
       Borrowers and (y) $10,000,000, plus (c) up to the lesser of (x) up to
         the Receivables Advance Rate of Eligible Insured Foreign Receivables of
US Borrowers and (y) $10,000,000, plus                        

                  (ii) up to the lesser of (A) 65%, subject to the provisions of
        Section 2.1(b) hereof, of the value of the Eligible Inventory, (B) 85%
      of the appraised net orderly liquidation value of Eligible Inventory
      (as evidenced by an Inventory appraisal satisfactory to Agent in its
       sole discretion exercised in good faith) or (C) the Maximum Inventory
         Sublimit in the aggregate at any one time ("INVENTORY ADVANCE RATE" and
        together with the Receivables Advance Rate, collectively, the "ADVANCE
RATES"), minus                                                

             (iii) the aggregate Maximum Undrawn Amount of outstanding
Letters of Credit, minus                                      

                  (iv) the outstanding Revolving Advances made to Brightstar PR,
minus                                                         

             (v) such reserves as Agent may reasonably deem proper and
       necessary from time to time, including, without limitation, the Trade
Reserve.                                                      

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       The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii)
minus (y) Section 2.1 (a)(y)(v) at any time and from time to time shall be      
referred to as the "FORMULA AMOUNT". The Revolving Advances shall be evidenced  
by one or more secured promissory notes (collectively, the "REVOLVING CREDIT    
NOTE") substantially in the form attached hereto as EXHIBIT 2.1(A).             

                (b) DISCRETIONARY RIGHTS. The Advance Rates may be increased
or decreased by Agent at any time and from time to time in the exercise of its  
reasonable business judgment exercised in good faith. Each Borrower consents to 
any such increases or decreases and acknowledges that decreasing the Advance    
Rates or increasing or imposing reserves may limit or restrict Advances         
requested by Borrowing Agent. Agent shall give Borrowing Agent thirty (30) days 
prior written notice of its intention to decrease the Advance Rates. The rights 
of Agent under this subsection are subject to the provisions of Section 16.2(b).

                 (c) PR ADVANCES. Each Lender, severally and not jointly, will
make Revolving Advances to Brightstar PR in an aggregate amount outstanding at  
any time not greater than such Lender's Commitment Percentage of the lesser of  
(x) Brightstar PR's Maximum Revolving Amount or (y) Brightstar PR's Borrowing   
Base.                                                                           

2.2. PROCEDURE FOR REVOLVING ADVANCES BORROWING.              

                  (a) Borrowing Agent on behalf of any Borrower may notify Agent
prior to 10:00 a.m. on a Business Day of a Borrower's request to incur, on that 
day, a Revolving Advance hereunder. Should any amount required to be paid as    
interest hereunder, or as fees or other charges under this Agreement or any     
other agreement with Agent or Lenders, or with respect to any other Obligation, 
become due, same shall be deemed a request for a Revolving Advance as of the    
date such payment is due, in the amount required to pay in full such interest,  
fee, charge or Obligation under this Agreement or any other agreement with Agent
or Lenders, and such request shall be irrevocable.                              

                  (b) Notwithstanding the provisions of subsection (a) above, in
the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent
shall give Agent at least three (3) Business Days' prior written notice on or   
before 10:00 a.m., specifying (i) the date of the proposed borrowing (which     
shall be a Business Day), (ii) the type of borrowing and the amount on the date 
of such Advance to be borrowed, which amount shall be an integral multiple of   
$1,000,000 and increments of $500,000 thereafter, and (iii) the duration of the 
first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall
be for one, two or three months; provided, if an Interest Period would end on a 
day that is not a Business Day, it shall end on the next succeeding Business Day
unless such day falls in the next succeeding calendar month in which case the   
Interest Period shall end on the next preceding Business Day. No Eurodollar Rate
Loan shall be made available to any Borrower during the continuance of a Default
or an Event of Default. After giving effect to each requested Eurodollar Rate   
Loan, including those which are converted from a Domestic Rate Loan under       
Section 2.2(d), there shall not be outstanding more than five (5) Eurodollar    
Rate Loans, in the aggregate.                                                   

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            (c) Each Interest Period of a Eurodollar Rate Loan shall
commence on the date such Eurodollar Rate Loan is made and shall end on such    
date as Borrowing Agent may elect as set forth in subsection (b)(iii) above     
provided that the exact length of each Interest Period shall be determined in   
accordance with the practice of the interbank market for offshore Dollar        
deposits and no Interest Period shall end after the last day of the Term.       

         Borrowing Agent shall elect the initial Interest Period applicable to a
Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to      
Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section
2.2(d), as the case may be. Borrowing Agent shall elect the duration of each    
succeeding Interest Period by giving irrevocable written notice to Agent of such
duration not less than three (3) Business Days prior to the last day of the then
current Interest Period applicable to such Eurodollar Rate Loan. If Agent does  
not receive timely notice of the Interest Period elected by Borrowing Agent,    
Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan    
subject to Section 2.2(d) hereinbelow.                                          

                 (d) Provided that no Event of Default shall have occurred and
be continuing, any Borrower may, on the last Business Day of the then current   
Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any   
Business Day with respect to Domestic Rate Loans, convert any such loan into a  
loan of another type in the same aggregate principal amount provided that any   
conversion of a Eurodollar Rate Loan shall be made only on the last Business Day
of the then current Interest Period applicable to such Eurodollar Rate Loan. If 
a Borrower desires to convert a loan, Borrowing Agent shall give Agent not less 
than three (3) Business Days' prior written notice on or before 10:00 a.m. to   
convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business 
Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic 
Rate Loan, specifying the date of such conversion, the loans to be converted and
if the conversion is from a Domestic Rate Loan to any other type of loan, the   
duration of the first Interest Period therefor.                                 

             (e) At its option and upon three (3) Business Days' prior
written notice on or before 10:00 a.m., any Borrower may prepay the Eurodollar  
Rate Loans in whole at any time or in part from time to time with accrued       
interest on the principal being prepaid to the date of such repayment. Such     
Borrower shall specify the date of prepayment of Advances which are Eurodollar  
Rate Loans and the amount of such prepayment. In the event that any prepayment  
of a Eurodollar Rate Loan is required or permitted on a date other than the last
Business Day of the then current Interest Period with respect thereto, such     
Borrower shall indemnify Agent and Lenders therefor in accordance with Section  
2.2(f) hereof.                                                                  

                (f) Each Borrower shall indemnify Agent and Lenders and hold
Agent and Lenders harmless from and against any and all losses or expenses that 
Agent and Lenders may sustain or incur as a consequence of any prepayment,      
conversion of or any default by any Borrower in the payment of the principal of 
or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a
borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan     
after notice thereof has been given, including, but not limited to, any interest
payable by Agent or Lenders to lenders of funds obtained by it in order to make 
or maintain its Eurodollar Rate Loans hereunder. A certificate as to any        
additional amounts payable pursuant to                                          

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the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall
be conclusive absent manifest error.                                            

          (g) Notwithstanding any other provision hereof, if any
applicable law, treaty, regulation or directive, or any change therein or in the
interpretation or application thereof, shall make it unlawful for any Lender    
(for purposes of this subsection (g), the term "Lender" shall include any Lender
and the office or branch where any Lender or any corporation or bank controlling
such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain   
its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate    
Loans hereunder shall forthwith be cancelled and Borrowers shall, if any        
affected Eurodollar Rate Loans are then outstanding, promptly upon request from 
Agent, either pay all such affected Eurodollar Rate Loans or convert such       
affected Eurodollar Rate Loans into loans of another type. If any such payment  
or conversion of any Eurodollar Rate Loan is made on a day that is not the last 
day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers   
shall pay Agent, upon Agent's request, such amount or amounts as may be         
necessary to compensate Lenders for any loss or expense sustained or incurred by
Lenders in respect of such Eurodollar Rate Loan as a result of such payment or  
conversion, including (but not limited to) any interest or other amounts payable
by Lenders to lenders of funds obtained by Lenders in order to make or maintain 
such Eurodollar Rate Loan. A certificate as to any additional amounts payable   
pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall
be conclusive absent manifest error.                                            

        2.3. DISBURSEMENT OF ADVANCE PROCEEDS. All Advances shall be disbursed
from whichever office or other place Agent may designate from time to time and, 
together with any and all other Obligations of Borrowers to Agent or Lenders,   
shall be charged to Borrowers' Account on Agent's books. During the Term,       
Borrowers may use the Revolving Advances by borrowing, prepaying and            
reborrowing, all in accordance with the terms and conditions hereof. The        
proceeds of each Revolving Advance requested by Borrowing Agent on behalf of any
Borrower or deemed to have been requested by any Borrower under Section 2.2(a)  
hereof shall, with respect to requested Revolving Advances to the extent Lenders
make such Revolving Advances, be made available to the applicable Borrower on   
the day so requested by way of credit to such Borrower's operating account at   
PNC, or such other bank as Borrowing Agent may designate following notification 
to Agent, in immediately available federal funds or other immediately available 
funds or, with respect to Revolving Advances deemed to have been requested by   
any Borrower, be disbursed to Agent to be applied to the outstanding Obligations
giving rise to such deemed request.                                             

         2.4. MAXIMUM ADVANCES. The aggregate balance of Advances outstanding at
any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount
or (b) the Formula Amount, in each case less the aggregate Maximum Undrawn      
Amount of Letters of Credit less the aggregate outstanding Revolving Advances   
made to Brightstar PR.                                                          

2.5. REPAYMENT OF ADVANCES.                                   

                 (a) The Advances shall be due and payable in full on the last
day of the Term subject to earlier prepayment as herein provided.               

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              (b) Each Borrower recognizes that the amounts evidenced by
checks, notes, drafts or any other items of payment relating to and/or proceeds 
of Collateral may not be collectible by Agent on the date received. In          
consideration of Agent's agreement to conditionally credit Borrowers' Account as
of the Business Day on which Agent receives those items of payment, each        
Borrower agrees that, in computing the charges under this Agreement, all items  
of payment shall be deemed applied by Agent on account of the Obligations one   
(1) Business Day after (i) the Business Day Agent receives such payments via    
wire transfer or electronic depository check or (ii) in the case of payments    
received by Agent in any other form, the Business Day such payment constitutes  
good funds in Agent's account. Agent is not, however, required to credit        
Borrowers' Account for the amount of any item of payment which is unsatisfactory
to Agent and Agent may charge Borrowers' Account for the amount of any item of  
payment which is returned to Agent unpaid.                                      

             (c) All payments of principal, interest and other amounts
payable hereunder, or under any of the Other Documents shall be made to Agent at
the Payment Office not later than 1:00 P.M. (New York time) on the due date     
therefor in lawful money of the United States of America in federal funds or    
other funds immediately available to Agent. Agent shall have the right to       
effectuate payment on any and all Obligations due and owing hereunder by        
charging Borrowers' Account or by making Advances as provided in Section 2.2    
hereof.                                                                         

              (d) Borrowers shall pay principal, interest, and all other
amounts payable hereunder, or under any related agreement, without any deduction
whatsoever, including, but not limited to, any deduction for any setoff or      
counterclaim.                                                                   

      2.6. REPAYMENT OF EXCESS ADVANCES. The aggregate balance of Advances
outstanding at any time in excess of the maximum amount of Advances permitted   
hereunder shall be immediately due and payable without the necessity of any     
demand, at the Payment Office, whether or not a Default or Event of Default has 
occurred.                                                                       

         2.7. STATEMENT OF ACCOUNT. Agent shall maintain, in accordance with its
customary procedures, a loan account ("BORROWERS' ACCOUNT") in the name of      
Borrowers in which shall be recorded the date and amount of each Advance made by
Agent and the date and amount of each payment in respect thereof; provided,     
however, the failure by Agent to record the date and amount of any Advance shall
not adversely affect Agent or any Lender. Each month, Agent shall send to       
Borrowing Agent a statement showing the accounting for the Advances made,       
payments made or credited in respect thereof, and other transactions between    
Agent and Borrowers during such month. The monthly statements shall be deemed   
correct and binding upon Borrowers in the absence of manifest error and shall   
constitute an account stated between Lenders and Borrowers unless Agent receives
a written statement of Borrowers' specific exceptions thereto within thirty (30)
days after such statement is received by Borrowing Agent. The records of Agent  
with respect to the loan account shall be conclusive evidence absent manifest   
error of the amounts of Advances and other charges thereto and of payments      
applicable thereto.                                                             

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     2.8. LETTERS OF CREDIT. Subject to the terms and conditions hereof,
Agent shall issue or cause the issuance of standby and/or trade Letters of      
Credit ("LETTERS OF CREDIT") for the account of any US Borrower; provided,      
however, that Agent will not be required to issue or cause to be issued any     
Letters of Credit to the extent that the issuance thereof would then cause the  
sum of (i) the outstanding Revolving Advances plus (ii) the Maximum Undrawn     
Amount of outstanding Letters of Credit plus (iii) the aggregate outstanding    
Revolving Advances made to Brightstar PR to exceed the lesser of (x) the Maximum
Revolving Advance Amount or (y) the Formula Amount. The Maximum Undrawn Amount  
of outstanding Letters of Credit shall not exceed in the aggregate at any time  
the Letter of Credit Sublimit. All disbursements or payments related to Letters 
of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving     
Advances and shall bear interest at the applicable Revolving Interest Rate for  
Domestic Rate Loans; Letters of Credit that have not been drawn upon shall not  
bear interest.                                                                  

2.9. ISSUANCE OF LETTERS OF CREDIT.                           

               (a) Borrowing Agent, on behalf of US Borrowers, may request
Agent upon five (5) days' prior written notice submitted on or before 10:00 a.m.
to issue or cause the issuance of a Letter of Credit by delivering to Agent, at 
the Payment Office, Agent's form of Letter of Credit Application (the "LETTER OF
CREDIT APPLICATION") completed to the satisfaction of Agent; and, such other    
certificates, documents and other papers and information as Agent may reasonably
request. Borrowing Agent, on behalf of US Borrowers, also has the right to give 
instructions and make agreements with respect to any application, any applicable
letter of credit and security agreement, any applicable letter of credit        
reimbursement agreement and/or any other applicable agreement, any letter of    
credit and the disposition of documents, disposition of any unutilized funds,   
and to agree with Agent upon any amendment, extension or renewal of any Letter  
of Credit.                                                                      

            (b) Each Letter of Credit shall, among other things, (i)
provide for the payment of sight drafts, other written demands for payment, or  
acceptances of usance drafts when presented for honor thereunder in accordance  
with the terms thereof and when accompanied by the documents described therein  
and (ii) have an expiry date not later than twenty-four (24) months after such  
Letter of Credit's date of issuance and in no event later than the last day of  
the Term. Each standby Letter of Credit shall be subject either to the Uniform  
Customs and Practice for Documentary Credits (1993 Revision), International     
Chamber of Commerce Publication No. 500, and any amendments or revision thereof 
adhered to by the Issuer ("UCP 500") or the International Standby Practices     
(ISP98-International Chamber of Commerce Publication Number 590) ("ISP98        
RULES"), as determined by Agent, and each trade Letter of Credit shall be       
subject to UCP 500.                                                             

                (c) Agent shall use its reasonable efforts to notify Lenders
of the request by Borrowing Agent for a Letter of Credit hereunder.             

       2.10. REQUIREMENTS FOR ISSUANCE OF LETTERS OF CREDIT. Borrowing Agent
shall authorize and direct any Issuer to name the applicable US Borrower as the 
"Applicant" or "Account Party" of each Letter of Credit. If Agent is not the    
Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct the  
Issuer to deliver to Agent all instruments, documents, and other writings       

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and property received by the Issuer pursuant to the Letter of Credit and to     
accept and rely upon Agent's instructions and agreements with respect to all    
matters arising in connection with the Letter of Credit or the application      
therefor.                                                                       

2.11. DISBURSEMENTS, REIMBURSEMENT.                           

               (a) Immediately upon the issuance of each Letter of Credit,
each Lender shall be deemed to, and hereby irrevocably and unconditionally      
agrees to, purchase from Agent a participation in such Letter of Credit and each
drawing thereunder in an amount equal to such Lender's Commitment Percentage of 
the Maximum Face Amount of such Letter of Credit and the amount of such drawing,
respectively.                                                                   

                (b) In the event of any request for a drawing under a Letter
of Credit by the beneficiary or transferee thereof, Agent will promptly notify  
Borrowing Agent. Provided that they shall have received such notice, the        
Borrowers shall reimburse (such obligation to reimburse Agent shall sometimes be
referred to as a "REIMBURSEMENT OBLIGATION") Agent prior to 12:00 Noon, New York
time on each date that an amount is paid by Agent under any Letter of Credit    
(each such date, a "DRAWING DATE") in an amount equal to the amount so paid by  
Agent. In the event Borrowers fail to reimburse Agent for the full amount of any
drawing under any Letter of Credit by 12:00 Noon, New York time on the Drawing  
Date, Agent will promptly notify each Lender thereof, and Borrowers shall be    
deemed to have requested that a Domestic Rate Loan be made by the Lenders to be 
disbursed on the Drawing Date under such Letter of Credit, subject to the amount
of the unutilized portion of the lesser of Maximum Revolving Advance Amount or  
the Formula Amount and subject to Section 8.2. Any notice given by Agent        
pursuant to this Section 2.11(b) may be oral if immediately confirmed in        
writing; provided that the lack of such an immediate confirmation shall not     
affect the conclusiveness or binding effect of such notice.                     

             (c) Each Lender shall upon any notice pursuant to Section
2.11(b) make available to Agent an amount in immediately available funds equal  
to its Commitment Percentage of the amount of the drawing, whereupon the        
participating Lenders shall (subject to Section 2.11(d)) each be deemed to have 
made a Domestic Rate Loan to Borrowers in that amount. If any Lender so notified
fails to make available to Agent the amount of such Lender's Commitment         
Percentage of such amount by no later than 2:00 p.m., New York time on the      
Drawing Date, then interest shall accrue on such Lender's obligation to make    
such payment, from the Drawing Date to the date on which such Lender makes such 
payment (i) at a rate per annum equal to the Federal Funds Rate during the first
three days following the Drawing Date and (ii) at a rate per annum equal to the 
rate applicable to Domestic Rate Loans on and after the fourth day following the
Drawing Date. Agent will promptly give notice of the occurrence of the Drawing  
Date, but failure of Agent to give any such notice on the Drawing Date or in    
sufficient time to enable any Lender to effect such payment on such date shall  
not relieve such Lender from its obligation under this Section 2.11(c), provided
that such Lender shall not be obligated to pay interest as provided in Section  
2.11(c) (i) and (ii) until and commencing from the date of receipt of notice    
from Agent of a drawing. Each Lender's Participation Commitment shall continue  
until the last to occur of any of the following events: (A) Agent ceases to be  
obligated to issue or cause to be issued Letters of Credit hereunder; (B) no    
Letter of Credit issued or created hereunder remains outstanding and uncancelled
and (C) all Persons (other                                                      

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than the applicable US Borrower) have been fully reimbursed for all payments    
made under or relating to Letters of Credit.                                    

            (d) With respect to any unreimbursed drawing that is not
converted into a Domestic Rate Loan to US Borrowers in whole or in part as      
contemplated by Section 2.11(b), because of Borrowers' failure to satisfy the   
conditions set forth in Section 8.2 (other than any notice requirements) or for 
any other reason, US Borrowers shall be deemed to have incurred from Agent a    
borrowing (each a "LETTER OF CREDIT BORROWING") in the amount of such drawing.  
Such Letter of Credit Borrowing shall be due and payable on demand (together    
with interest) and shall bear interest at the rate per annum applicable to a    
Domestic Rate Loan. Each Lender's payment to Agent pursuant to Section 2.11(c)  
shall be deemed to be a payment in respect of its participation in such Letter  
of Credit Borrowing and shall constitute a "Participation Advance" from such    
Lender in satisfaction of its Participation Commitment under this Section 2.11. 

             (e) Each Lender's Participation Commitment shall continue
until the last to occur of any of the following events: (x) Agent ceases to be  
obligated to issue or cause to be issued Letters of Credit hereunder; (y) no    
Letter of Credit issued or created hereunder remains outstanding and uncancelled
and (z) all Persons (other than the applicable Borrower) have been fully        
reimbursed for all payments made under or relating to Letters of Credit.        

2.12. REPAYMENT OF PARTICIPATION ADVANCES.                    

                (a) Upon (and only upon) receipt by Agent for its account of
immediately available funds from Borrowers (i) in reimbursement of any payment  
made by the Agent under the Letter of Credit with respect to which any Lender   
has made a Participation Advance to Agent, or (ii) in payment of interest on    
such a payment made by Agent under such a Letter of Credit, Agent will pay to   
each Lender, in the same funds as those received by Agent, the amount of such   
Lender's Commitment Percentage of such funds, except Agent shall retain the     
amount of the Commitment Percentage of such funds of any Lender that did not    
make a Participation Advance in respect of such payment by Agent.               

         (b) If Agent is required at any time to return to any
Borrower, or to a trustee, receiver, liquidator, custodian, or any official in  
any insolvency proceeding, any portion of the payments made by Borrowers to     
Agent pursuant to Section 2.12(a) in reimbursement of a payment made under the  
Letter of Credit or interest or fee thereon, each Lender shall, on demand of    
Agent, forthwith return to Agent the amount of its Commitment Percentage of any 
amounts so returned by Agent plus interest at the Federal Funds Effective Rate. 

       2.13. DOCUMENTATION. Each US Borrower agrees to be bound by the terms
of the Letter of Credit Application and by Agent's interpretations of any Letter
of Credit issued for any US Borrower's account and Agent's written regulations  
and customary practices relating to letters of credit, though Agent's           
interpretations may be different from such US Borrower's own. In the event of a 
conflict between the Letter of Credit Application and this Agreement, this      
Agreement shall govern. It is understood and agreed that, except in the case of 
gross negligence or willful misconduct, Agent shall not be liable for any error,
negligence and/or mistakes, whether of                                          

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omission or commission, in following the Borrowing Agent's and any US Borrower's
instructions or those contained in the Letters of Credit or any modifications,  
amendments or supplements thereto.                                              

         2.14. DETERMINATION TO HONOR DRAWING REQUEST. In determining whether to
honor any request for drawing under any Letter of Credit by the beneficiary     
thereof, Agent shall be responsible only to determine that the documents and    
certificates required to be delivered under such Letter of Credit have been     
delivered and that they comply on their face with the requirements of such      
Letter of Credit and that any other drawing condition appearing on the face of  
such Letter of Credit has been satisfied in the manner so set forth.            

   2.15. NATURE OF PARTICIPATION AND REIMBURSEMENT OBLIGATIONS. Each
Lender's obligation in accordance with this Agreement to make the Revolving     
Advances or Participation Advances as a result of a drawing under a Letter of   
Credit, and the obligations of US Borrowers to reimburse Agent upon a draw under
a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall 
be performed strictly in accordance with the terms of this Section 2.15 under   
all circumstances, including the following circumstances:                       

               (i) any set-off, counterclaim, recoupment, defense or other
right which such Lender may have against Agent, any Borrower or any other Person
for any reason whatsoever;                                                      

              (ii) the failure of any US Borrower or any other Person to
comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in this Agreement for the making of a Revolving Advance, it being         
acknowledged that such conditions are not required for the making of a Letter of
Credit Borrowing and the obligation of the Lenders to make Participation        
Advances under Section 2.11;                                                    

                 (iii) any lack of validity or enforceability of any Letter of
Credit;                                                                         

                  (iv) any claim of breach of warranty that might be made by any
US Borrower or any Lender against the beneficiary of a Letter of Credit, or the 
existence of any claim, set-off, recoupment, counterclaim , crossclaim, defense 
or other right which any US Borrower or any Lender may have at any time against 
a beneficiary, any successor beneficiary or any transferee of any Letter of     
Credit or the proceeds thereof (or any Persons for whom any such transferee may 
be acting), Agent or any Lender or any other Person, whether in connection with 
this Agreement, the transactions contemplated herein or any unrelated           
transaction (including any underlying transaction between any US Borrower or any
Subsidiaries of such US Borrower and the beneficiary for which any Letter of    
Credit was procured);                                                           

               (v) the lack of power or authority of any signer of (or any
defect in or forgery of any signature or endorsement on) or the form of or lack 
of validity, sufficiency, accuracy, enforceability or genuineness of any draft, 
demand, instrument, certificate or other document presented under or in         
connection with any Letter of Credit, or any fraud or alleged fraud in          
connection with any Letter of Credit, or the transport of any property or       
provisions of services relating to a Letter of Credit, in each case even if the 
Agent or any of Agent's Affiliates has been notified thereof;                   

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            (vi) payment by Agent under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not 
comply with the terms of such Letter of Credit;                                 

           (vii) the solvency of, or any acts or omissions by, any
beneficiary of any Letter of Credit, or any other Person having a role in any   
transaction or obligation relating to a Letter of Credit, or the existence,     
nature, quality, quantity, condition, value or other characteristic of any      
property or services relating to a Letter of Credit;                            

                (viii) any failure by the Agent or any of Agent's Affiliates
to issue any Letter of Credit in the form requested by any US Borrower, unless  
the Agent has received written notice from such US Borrower of such failure     
within three Business Days after the Agent shall have furnished such US Borrower
a copy of such Letter of Credit and such error is material and no drawing has   
been made thereon prior to receipt of such notice;                              

           (ix) any Material Adverse Effect on any Borrower or any
Guarantor;                                                                      

                 (x) any breach of this Agreement or any Other Document by any
party thereto;                                                                  

                  (xi) the occurrence or continuance of an insolvency proceeding
with respect to any Borrower or any Guarantor;                                  

                (xii) the fact that a Default or Event of Default shall have
occurred and be continuing;                                                     

            (xiii) the fact that the Term shall have expired or this
Agreement or the Obligations hereunder shall have been terminated; and          

                 (xiv) any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing.                                         

        2.16. INDEMNITY. In addition to amounts payable as provided in Section
16.5 hereof, each Borrower hereby agrees to protect, indemnify, pay and save    
harmless the Agent and any of Agent's Affiliates that have issued a Letter of   
Credit from and against any and all claims, demands, liabilities, damages,      
taxes, penalties, interest, judgments, losses, costs, charges and expenses      
(including reasonable fees, expenses and disbursements of counsel and allocated 
costs of internal counsel) which the Agent or any of Agent's Affiliates may     
incur or be subject to as a consequence, direct or indirect, of the issuance of 
any Letter of Credit, other than as a result of (A) the gross negligence or     
willful misconduct of the Agent as determined by a final judgment of a court of 
competent jurisdiction or (b) the wrongful dishonor by the Agent or any of      
Agent's Affiliates of a proper demand for payment made under any Letter of      
Credit, except if such dishonor resulted from any act or omission, whether      
rightful or wrongful, of any present or future de jure or de facto Governmental 
Body (all such acts or omissions herein called "Governmental Acts").            

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        2.17. LIABILITY FOR ACTS AND OMISSIONS. As between Borrowers and Agent
and Lenders, each Borrower assumes all risks of the acts and omissions of, or   
misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the respective foregoing,    
Agent shall not be responsible for: (i) the form, validity, sufficiency,        
accuracy, genuineness or legal effect of any document submitted by any party in 
connection with the application for an issuance of any such Letter of Credit,   
even if it should in fact prove to be in any or all respects invalid,           
insufficient, inaccurate, fraudulent or forged (even if Agent shall have been   
notified thereof); (ii) the validity or sufficiency of any instrument           
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in 
part, which may prove to be invalid or ineffective for any reason; (iii) the    
failure of the beneficiary of any such Letter of Credit, or any other party to  
which such Letter of Credit may be transferred, to comply fully with any        
conditions required in order to draw upon such Letter of Credit or any other    
claim of any Borrower against any beneficiary of such Letter of Credit, or any  
such transferee, or any dispute between or among any Borrower and any           
beneficiary of any Letter of Credit or any such transferee; (iv) errors,        
omissions, interruptions or delays in transmission or delivery of any messages, 
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in interpretation of technical terms; (vi) any loss or delay in the  
transmission or otherwise of any document required in order to make a drawing   
under any such Letter of Credit or of the proceeds thereof; (vii) the           
misapplication by the beneficiary of any such Letter of Credit of the proceeds  
of any drawing under such Letter of Credit; or (viii) any consequences arising  
from causes beyond the control of Agent, including any Governmental Acts, and   
none of the above shall affect or impair, or prevent the vesting of, any of     
Agent's rights or powers hereunder. Nothing in the preceding sentence shall     
relieve Agent from liability for Agent's gross negligence or willful misconduct 
in connection with actions or omissions described in such clauses (i) through   
(viii) of such sentence. In no event shall Agent or Agent's Affiliates be liable
to any Borrower for any indirect, consequential, incidental, punitive, exemplary
or special damages or expenses (including without limitation attorneys' fees),  
or for any damages resulting from any change in the value of any property       
relating to a Letter of Credit.                                                 

               Without limiting the generality of the foregoing, Agent and
each of its Affiliates (i) may rely on any oral or other communication believed 
in good faith by Agent or such Affiliate to have been authorized or given by or 
on behalf of the applicant for a Letter of Credit; (ii) may honor any           
presentation if the documents presented appear on their face substantially to   
comply with the terms and conditions of the relevant Letter of Credit; (iii) may
honor a previously dishonored presentation under a Letter of Credit, whether    
such dishonor was pursuant to a court order, to settle or compromise any claim  
of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to   
the same extent as if such presentation had initially been honored, together    
with any interest paid by Agent or its Affiliates; (iv) may honor any drawing   
that is payable upon presentation of a statement advising negotiation or        
payment, upon receipt of such statement (even if such statement indicates that a
draft or other document is being delivered separately), and shall not be liable 
for any failure of any such draft or other document to arrive, or to conform in 
any way with the relevant Letter of Credit; (v) may pay any paying or           
negotiating bank claiming that it rightfully honored under the laws or          

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practices of the place where such bank is located; and (vi) may settle or adjust
any claim or demand made on Agent or its Affiliate in any way related to any    
order issued at the applicant's request to an air carrier, a letter of guarantee
or of indemnity issued to a carrier or any similar document (each an "Order")   
and honor any drawing in connection with any Letter of Credit that is the       
subject of such Order, notwithstanding that any drafts or other documents       
presented in connection with such Letter of Credit fail to conform in any way   
with such Letter of Credit.                                                     

             In furtherance and extension and not in limitation of the
specific provisions set forth above, any action taken or omitted by Agent under 
or in connection with the Letters of Credit issued by it or any documents and   
certificates delivered thereunder, if taken or omitted in good faith and without
gross negligence, shall not put Agent under any resulting liability to Borrowers
or any Lender.                                                                  

         2.18. ADDITIONAL PAYMENTS. Any sums expended by Agent or any Lender due
to any Borrower's failure to perform or comply with its obligations under this  
Agreement or any Other Document including any Borrower's obligations under      
Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrowers'
Account as a Revolving Advance and added to the Obligations.                    

2.19. MANNER OF BORROWING AND PAYMENT.                        

              (a) Each borrowing of Revolving Advances shall be advanced
according to the applicable Commitment Percentages of Lenders.                  

                (b) Each payment (including each prepayment) by Borrowers on
account of the principal of and interest on the Revolving Advances, shall be    
applied to the Revolving Advances pro rata according to the applicable          
Commitment Percentages of Lenders. Except as expressly provided herein, all     
payments (including prepayments) to be made by any Borrower on account of       
principal, interest and fees shall be made without set off or counterclaim and  
shall be made to Agent on behalf of the Lenders to the Payment Office, in each  
case on or prior to 1:00 P.M., New York time, in Dollars and in immediately     
available funds.                                                                

                 (c) (i) Notwithstanding anything to the contrary contained in
Sections 2.19(a) and (b) hereof, commencing with the first Business Day         
following the Closing Date, each borrowing of Revolving Advances shall be       
advanced by Agent and each payment by any Borrower on account of Revolving      
Advances shall be applied first to those Revolving Advances advanced by Agent.  
On or before 1:00 P.M., New York time, on each Settlement Date commencing with  
the first Settlement Date following the Closing Date, Agent and Lenders shall   
make certain payments as follows: (I) if the aggregate amount of new Revolving  
Advances made by Agent during the preceding Week (if any) exceeds the aggregate 
amount of repayments applied to outstanding Revolving Advances during such      
preceding Week, then each Lender shall provide Agent with funds in an amount    
equal to its applicable Commitment Percentage of the difference between (w) such
Revolving Advances and (x) such repayments and (II) if the aggregate amount of  
repayments applied to outstanding Revolving Advances during such Week exceeds   
the aggregate amount of new Revolving Advances made during such Week, then Agent

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shall provide each Lender with funds in an amount equal to its applicable       
Commitment Percentage of the difference between (y) such repayments and (z) such
Revolving Advances.                                                             

                         (ii) Each Lender shall be entitled to earn interest
at the applicable Revolving Interest Rate on outstanding Advances which it has  
funded.                                                                         

                          (iii) Promptly following each Settlement Date, Agent
shall submit to each Lender a certificate with respect to payments received and 
Advances made during the Week immediately preceding such Settlement Date. Such  
certificate of Agent shall be conclusive in the absence of manifest error.      

                 (d) If any Lender or Participant (a "BENEFITED LENDER") shall
at any time receive any payment of all or part of its Advances, or interest     
thereon, or receive any Collateral in respect thereof (whether voluntarily or   
involuntarily or by set-off) in a greater proportion than any such payment to   
and Collateral received by any other Lender, if any, in respect of such other   
Lender's Advances, or interest thereon, and such greater proportionate payment  
or receipt of Collateral is not expressly permitted hereunder, such benefited   
Lender shall purchase for cash from the other Lenders a participation in such   
portion of each such other Lender's Advances, or shall provide such other Lender
with the benefits of any such Collateral, or the proceeds thereof, as shall be  
necessary to cause such benefited Lender to share the excess payment or benefits
of such Collateral or proceeds ratably with each of the other Lenders; provided,
however, that if all or any portion of such excess payment or benefits is       
thereafter recovered from such benefited Lender, such purchase shall be         
rescinded, and the purchase price and benefits returned, to the extent of such  
recovery, but without interest. Each Lender so purchasing a portion of another  
Lender's Advances may exercise all rights of payment (including rights of       
set-off) with respect to such portion as fully as if such Lender were the direct
holder of such portion.                                                         

           (e) Unless Agent shall have been notified by telephone,
confirmed in writing, by any Lender that such Lender will not make the amount   
which would constitute its applicable Commitment Percentage of the Advances     
available to Agent, Agent may (but shall not be obligated to) assume that such  
Lender shall make such amount available to Agent on the next Settlement Date    
and, in reliance upon such assumption, make available to Borrowers a            
corresponding amount. Agent will promptly notify Borrowers of its receipt of any
such notice from a Lender. If such amount is made available to Agent on a date  
after such next Settlement Date, such Lender shall pay to Agent on demand an    
amount equal to the product of (i) the daily average Federal Funds Rate         
(computed on the basis of a year of 360 days) during such period as quoted by   
Agent, times (ii) such amount, times (iii) the number of days from and including
such Settlement Date to the date on which such amount becomes immediately       
available to Agent. A certificate of Agent submitted to any Lender with respect 
to any amounts owing under this paragraph (e) shall be conclusive, in the       
absence of manifest error. If such amount is not in fact made available to Agent
by such Lender within three (3) Business Days after such Settlement Date, Agent 
shall be entitled to recover such an amount, with interest thereon at the rate  
per annum then applicable to such Revolving Advances hereunder, on demand from  
Borrowers; provided, however, that Agent's right to such recovery shall not     
prejudice or otherwise adversely affect Borrowers' rights (if any) against such 
Lender.                                                                         

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      2.20. MANDATORY PREPAYMENTS. Subject to Section 4.3 hereof, when any
Borrower sells or otherwise disposes of any Collateral other than Inventory in  
the Ordinary Course of Business, Borrowers shall repay the Advances in an amount
equal to the net proceeds of such sale (I.E., gross proceeds less the reasonable
costs of such sales or other dispositions), such repayments to be made promptly 
but in no event more than one (1) Business Day following receipt of such net    
proceeds, and until the date of payment, such proceeds shall be held in trust   
for Agent. The foregoing shall not be deemed to be implied consent to any such  
sale otherwise prohibited by the terms and conditions hereof. Such repayments   
shall be applied to the Advances in such order as Agent may determine, subject  
to Borrower's ability to reborrow Revolving Advances in accordance with the     
terms hereof                                                                    

  2.21. USE OF PROCEEDS. (a) Borrowers shall apply the proceeds of
Advances to (i) on the Closing Date, (x) repay existing indebtedness owed to    
General Electric Capital Corporation and Ocean Bank in full, (y) pay fees and   
expenses relating to this transaction, and (z) make a dividend to each of       
Marcelo Claure and Dave Peterson on the Closing Date in an aggregate amount not 
to exceed $5,870,000 and (ii) provide for its working capital needs and         
reimburse drawings under Letters of Credit.                                     

                 (b) Without limiting the generality of Section 2.21(a) above,
neither the Borrowers nor any other Person which may in the future become party 
to this Agreement or the Other Documents as a Borrower intends to use nor shall 
they use any portion of the proceeds of the Advances, directly or indirectly,   
for any purpose in violation of the Trading with the Enemy Act.                 

2.22. DEFAULTING LENDER.                                      

                  (a) Notwithstanding anything to the contrary contained herein,
in the event any Lender (x) has refused (which refusal constitutes a breach by  
such Lender of its obligations under this Agreement) to make available its      
portion of any Advance or (y) notifies either Agent or Borrowing Agent that it  
does not intend to make available its portion of any Advance (if the actual     
refusal would constitute a breach by such Lender of its obligations under this  
Agreement) (each, a "LENDER DEFAULT"), all rights and obligations hereunder of  
such Lender (a "DEFAULTING LENDER") as to which a Lender Default is in effect   
and of the other parties hereto shall be modified to the extent of the express  
provisions of this Section 2.22 while such Lender Default remains in effect.    

             (b) Advances shall be incurred pro rata from Lenders (the
"NON-DEFAULTING LENDERS") which are not Defaulting Lenders based on their       
respective Commitment Percentages, and no Commitment Percentage of any Lender or
any pro rata share of any Advances required to be advanced by any Lender shall  
be increased as a result of such Lender Default nor shall any Non-Defaulting    
Lender be obligated to find any Advances in excess of its Commitment Amount.    
Amounts received in respect of principal of any type of Advances shall be       
applied to reduce the applicable Advances of each Lender pro rata based on the  
aggregate of the outstanding Advances of that type of all Lenders at the time of
such application; provided, that, such amount shall not be applied to any       
Advances of a Defaulting Lender at any time when, and to the extent that, the   

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aggregate amount of Advances of any Non-Defaulting Lender exceeds such          
Non-Defaulting Lender's Commitment Percentage of all Advances then outstanding. 

         (c) A Defaulting Lender shall not be entitled to give
instructions to Agent or to approve, disapprove, consent to or vote on any      
matters relating to this Agreement and the Other Documents. All amendments,     
waivers and other modifications of this Agreement and the Other Documents may be
made without regard to a Defaulting Lender and, for purposes of the definition  
of "Required Lenders", a Defaulting Lender shall be deemed not to be a Lender   
and not to have Advances outstanding.                                           

               (d) Other than as expressly set forth in this Section 2.22,
the rights and obligations of a Defaulting Lender (including the obligation to  
indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in
this Section 2.22 shall be deemed to release any Defaulting Lender from its     
obligations under this Agreement and the Other Documents, shall alter such      
obligations, shall operate as a waiver of any default by such Defaulting Lender 
hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender
may have against any Defaulting Lender as a result of any default by such       
Defaulting Lender hereunder.                                                    

               (e) In the event a Defaulting Lender retroactively cures to
the satisfaction of Agent the breach which caused a Lender to become a          
Defaulting Lender, such Defaulting Lender shall no longer be a Defaulting Lender
and shall be treated as a Lender under this Agreement.                          

III.     INTEREST AND FEES.                                                     

         3.1. INTEREST. Interest on Advances shall be payable monthly in arrears
on the first day of each month with respect to Domestic Rate Loans and, with    
respect to Eurodollar Rate Loans, at the end of each Interest Period. Interest  
charges shall be computed on the actual principal amount of Advances outstanding
during the month at a rate per annum equal to with respect to Revolving         
Advances, the applicable Revolving Interest Rate. Whenever, subsequent to the   
date of this Agreement, the Alternate Base Rate is increased or decreased, the  
applicable Revolving Interest Rate for Domestic Rate Loans shall be similarly   
changed without notice or demand of any kind by an amount equal to the amount of
such change in the Alternate Base Rate during the time such change or changes   
remain in effect. The Eurodollar Rate shall be adjusted with respect to         
Eurodollar Rate Loans without notice or demand of any kind on the effective date
of any change in the Reserve Percentage as of such effective date. Upon and     
after the occurrence of an Event of Default, and during the continuation        
thereof, at the option of Agent or at the direction of Required Lenders, the    
Obligations shall bear interest at the applicable Revolving Interest Rate plus  
two (2%) percent per annum (the "DEFAULT RATE").                                

3.2. LETTER OF CREDIT FEES.                                   

                 (a) Borrowers shall pay (x) to Agent, for the ratable benefit
of Lenders, fees for each Letter of Credit for the period from and excluding the
date of issuance of same to and including the date of expiration or termination,
equal to the average daily face amount of each outstanding Letter of Credit     
multiplied by the then effective Applicable Margin, such fees to be             

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calculated on the basis of a 360-day year for the actual number of days elapsed 
and to be payable quarterly in arrears on June 30, September 30, December 31 and
March 31 of each calendar year and on the last day of the Term, and (y) to the  
Issuer, a fronting fee of one quarter of one percent (0.25%) per annum, together
with any and all administrative, issuance, amendment, payment and negotiation   
charges with respect to Letters of Credit and all fees and expenses as agreed   
upon by the Issuer and the Borrowing Agent in connection with any Letter of     
Credit, including in connection with the opening, amendment or renewal of any   
such Letter of Credit and any acceptances created thereunder and shall reimburse
Agent for any and all fees and expenses, if any, paid by Agent to the Issuer    
(all of the foregoing fees, the "LETTER OF CREDIT AND ACCEPTANCE FEES"). All    
such charges shall be deemed earned in full on the date when the same are due   
and payable hereunder and shall not be subject to rebate or proration upon the  
termination of this Agreement for any reason. Any such charge in effect at the  
time of a particular transaction shall be the charge for that transaction,      
notwithstanding any subsequent change in the Issuer's prevailing charges for    
that type of transaction. All Letter of Credit Fees and Acceptance Fees payable 
hereunder shall be deemed earned in full on the date when the same are due and  
payable hereunder and shall not be subject to rebate or proration upon the      
termination of this Agreement for any reason.                                   

                (b) On demand, Borrowers will cause cash to be deposited and
maintained in an account with Agent, as cash collateral, in an amount equal to  
one hundred and five percent (105%) of the outstanding Letters of Credit, and   
each Borrower hereby irrevocably authorizes Agent, in its discretion, on such   
Borrower's behalf and in such Borrower's name, to open such an account and to   
make and maintain deposits therein, or in an account opened by such Borrower, in
the amounts required to be made by such Borrower, out of the proceeds of        
Receivables or other Collateral or out of any other funds of such Borrower      
coming into any Lender's possession at any time. Agent will invest such cash    
collateral (less applicable reserves) in such short-term money-market items as  
to which Agent and such Borrower mutually agree and the net return on such      
investments shall be credited to such account and constitute additional cash    
collateral. No Borrower may withdraw amounts credited to any such account except
upon the occurrence of all of the following: payment and performance in full of 
all Obligations, the termination of this Agreement and the expiration of all    
Letters of Credit.                                                              

     3.3. (a) FEE LETTER. Borrowers shall pay the amounts required to be
paid in the Fee Letter in the manner and at the times required by the Fee       
Letter.                                                                         

             (b) FACILITY FEE. If, for any calendar quarter during the
Term, the average daily unpaid balance of the Revolving Advances and undrawn    
amount of any outstanding Letters of Credit for each day of such calendar       
quarter does not equal the Maximum Revolving Advance Amount, then Borrowers     
shall pay to Agent for the ratable benefit of Lenders a fee at a rate equal to  
the applicable rate set forth below corresponding to the Average Undrawn        
Availability for such quarter on the amount by which the Maximum Revolving      
Advance Amount exceeds such average daily unpaid balance. Such fee shall be     
payable to Agent quarterly in arrears on June 30, September 30, December 31 and 
March 31 of each calendar quarter.                                              

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           Level        Average Undrawn Availability           Unused Line Fee
           -----        -----------------------------          ---------------

       1            $32,500,001 or more                           .50%

       2            $25,000,001 to and including                 .375%
$32,500,000                   

       3            $17,500,001 to and including                 .375%
$25,000,000                   

       4            $10,000,001 to and including                  .25%
$17,500,000                   

       5            $10,000,000 or less                           .25%

    3.4. COMPUTATION OF INTEREST AND FEES. Interest and fees hereunder
shall be computed on the basis of a year of 360 days and for the actual number  
of days elapsed. If any payment to be made hereunder becomes due and payable on 
a day other than a Business Day, the due date thereof shall be extended to the  
next succeeding Business Day and interest thereon shall be payable at the       
applicable Revolving Interest Rate for Domestic Rate Loans during such          
extension.                                                                      

       3.5. MAXIMUM CHARGES. In no event whatsoever shall interest and other
charges charged hereunder exceed the highest rate permissible under law. In the 
event interest and other charges as computed hereunder would otherwise exceed   
the highest rate permitted under law, such excess amount shall be first applied 
to any unpaid principal balance owed by Borrowers, and if the then remaining    
excess amount is greater than the previously unpaid principal balance, Lenders  
shall promptly refund such excess amount to Borrowers and the provisions hereof 
shall be deemed amended to provide for such permissible rate.                   

       3.6. INCREASED COSTS. In the event that any applicable law, treaty or
governmental regulation, or any change therein or in the interpretation or      
application thereof, or compliance by any Lender (for purposes of this Section  
3.6, the term "Lender" shall include Agent or any Lender and any corporation or 
bank controlling Agent or any Lender) and the office or branch where Agent or   
any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any
request or directive (whether or not having the force of law) from any central  
bank or other financial, monetary or other authority, shall:                    

          (a) subject Agent or any Lender to any tax of any kind
whatsoever with respect to this Agreement or any Other Document or change the   
basis of taxation of payments to Agent or any Lender of principal, fees,        
interest or any other amount payable hereunder or under any Other Documents     
(except for changes in the rate of tax on the overall net income of Agent or any
Lender by the jurisdiction in which it maintains its principal office);         

              (b) impose, modify or hold applicable any reserve, special
deposit, assessment or similar requirement against assets held by, or deposits  
in or for the account of, advances or loans by, or other credit extended by, any
office of Agent or any Lender, including pursuant to Regulation D of the Board  
of Governors of the Federal Reserve System; or                                  

             (c) impose on Agent or any Lender or the London interbank
Eurodollar market any other condition with respect to this Agreement or any     
Other Document;                                                                 

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and the result of any of the foregoing is to increase the cost to Agent or any  
Lender of making, renewing or maintaining its Advances hereunder by an amount   
that Agent or such Lender deems to be material or to reduce the amount of any   
payment (whether of principal, interest or otherwise) in respect of any of the  
Advances by an amount that Agent or such Lender deems to be material, then, in  
any case Borrowers shall promptly pay Agent or such Lender, upon its demand,    
such additional amount as will compensate Agent or such Lender for such         
additional cost or such reduction, as the case may be, provided that the        
foregoing shall not apply to increased costs which are reflected in the         
Eurodollar Rate, as the case may be. Agent or such Lender shall certify the     
amount of such additional cost or reduced amount to Borrowers, and such         
certification shall be conclusive absent manifest error. Notwithstanding the    
foregoing, no Borrower shall be required to compensate Agent or any Lender      
pursuant to this section for any increased costs or reductions incurred more    
than 180 days prior to the date Agent or such Lender notifies Borrowing Agent of
the events giving rise to such increased costs or reductions and of Agent's or  
such Lender's intention to claim compensation therefor, provided further that,  
if the events giving rise to such increased costs or reductions are retroactive,
then the 180 day period referred to above shall be extended to include the      
period of retroactive effect thereof.                                           

       3.7. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. In the
event that Agent or any Lender shall have determined that:                      

          (a) reasonable means do not exist for ascertaining the
Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest      
Period; or                                                                      

          (b) Dollar deposits in the relevant amount and for the
relevant maturity are not available in the London interbank Eurodollar market,  
with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate 
Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate   
Loan,                                                                           

then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic 
notice of such determination. If such notice is given, (i) any such requested   
Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing    
Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2)  
Business Days prior to the date of such proposed borrowing, that its request for
such borrowing shall be cancelled or made as an unaffected type of Eurodollar   
Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have
been converted to an affected type of Eurodollar Rate Loan shall be continued as
or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify     
Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior
to the proposed conversion, shall be maintained as an unaffected type of        
Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans  
shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall      
notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business    
Days prior to the last Business Day of the then current Interest Period         
applicable to such affected Eurodollar Rate Loan, shall be converted into an    
unaffected type of Eurodollar Rate Loan, on the last Business Day of the then   
current Interest Period for such affected Eurodollar Rate Loans. Until such     
notice has been withdrawn, Lenders shall have no obligation to make an affected 
type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate   
Loans and no Borrower shall have the right to                                   

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convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into 
an affected type of Eurodollar Rate Loan.                                       

3.8. CAPITAL ADEQUACY.                                        

        (a) In the event that Agent or any Lender shall have
determined that any applicable law, rule, regulation or guideline regarding     
capital adequacy, or any change therein, or any change in the interpretation or 
administration thereof by any Governmental Body, central bank or comparable     
agency charged with the interpretation or administration thereof, or compliance 
by Agent or any Lender (for purposes of this Section 3.8, the term "Lender"     
shall include Agent or any Lender and any corporation or bank controlling Agent 
or any Lender) and the office or branch where Agent or any Lender (as so        
defined) makes or maintains any Eurodollar Rate Loans with any request or       
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the    
effect of reducing the rate of return on Agent or any Lender's capital as a     
consequence of its obligations hereunder to a level below that which Agent or   
such Lender could have achieved but for such adoption, change or compliance     
(taking into consideration Agent's and each Lender's policies with respect to   
capital adequacy) by an amount deemed by Agent or any Lender to be material,    
then, from time to time, Borrowers shall pay upon demand to Agent or such Lender
such additional amount or amounts as will compensate Agent or such Lender for   
such reduction. In determining such amount or amounts, Agent or such Lender may 
use any reasonable averaging or attribution methods. The protection of this     
Section 3.8 shall be available to Agent and each Lender regardless of any       
possible contention of invalidity or inapplicability with respect to the        
applicable law, regulation or condition. Notwithstanding the foregoing, no      
Borrower shall be required to compensate Agent or any Lender pursuant to this   
section for any such reduction incurred more than 180 days prior to the date    
Agent or such Lender notifies Borrowing Agent of the events giving rise to such 
reduction and of Agent's or such Lender's intention to claim compensation       
therefor, provided further that, if the events giving rise to such reduction are
retroactive, then the 180 day period referred to above shall be extended to     
include the period of retroactive effect thereof.                               

                (b) A certificate of Agent or such Lender setting forth such
amount or amounts as shall be necessary to compensate Agent or such Lender with 
respect to Section 3.8(a) hereof when delivered to Borrowers shall be conclusive
absent manifest error.                                                          

3.9. GROSS UP FOR TAXES. If any Borrower shall be required by 
Applicable Law to withhold or deduct any taxes from or in respect of any sum    
payable under this Agreement or any of the Other Documents to the Agent, or any 
Lender, assignee of any Lender, or Participant (each, individually, a "PAYEE"   
and collectively, the "PAYEES"), (a) the sum payable to such Payee or Payees, as
the case may be, shall be increased as may be necessary so that, after making   
all required withholding or deductions, the applicable Payee or Payees receives 
an amount equal to the sum it would have received had no such withholding or    
deductions been made (the "GROSS-UP PAYMENT"), (b) such Borrower shall make such
withholding or deductions, and (c) such Borrower shall pay the full amount      
withheld or deducted to the relevant taxation authority or other authority in   
accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall
be obligated to make any portion of the Gross-Up Payment that is attributable to
any                                                                             

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withholding or deductions that would not have been paid or claimed had the      
applicable Payee or Payees properly claimed a complete exemption with respect   
thereto pursuant to Section 3.10 hereof.                                        

3.10. WITHHOLDING TAX EXEMPTION. (a) Each Payee that is not   
incorporated under the Laws of the United States of America or a state thereof  
(and, upon the written request of Agent, each other Payee) agrees that it will  
deliver to Borrowing Agent and Agent two (2) duly completed appropriate valid   
Withholding Certificates (as defined under ss.1.1441-1(c)(16) of the Income Tax 
Regulations ("REGULATIONS")) certifying its status (I.E., U.S. or foreign       
person) and, if appropriate, making a claim of reduced, or exemption from, U.S. 
withholding tax on the basis of an income tax treaty or an exemption provided by
the Internal Revenue Code. The term "WITHHOLDING CERTIFICATE" means a Form W-9; 
a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and      
certifications as required under ss.1.1441-1(e)(2) and/or (3) of the            
Regulations; a statement described in ss.1.871-14(c)(2)(v) of the Regulations;  
or any other certificates under the Code or Regulations that certify or         
establish the status of a payee or beneficial owner as a U.S. or foreign person.

             (b) Each Payee required to deliver to Borrowing Agent and
Agent a valid Withholding Certificate pursuant to Section 3.10(a) hereof shall  
deliver such valid Withholding Certificate as follows: (A) each Payee which is a
party hereto on the Closing Date shall deliver such valid Withholding           
Certificate at least five (5) Business Days prior to the first date on which any
interest or fees are payable by any Borrower hereunder for the account of such  
Payee; (B) each Payee shall deliver such valid Withholding Certificate at least 
five (5) Business Days before the effective date of such assignment or          
participation (unless Agent in its sole discretion shall permit such Payee to   
deliver such Withholding Certificate less than five (5) Business Days before    
such date in which case it shall be due on the date specified by Agent). Each   
Payee which so delivers a valid Withholding Certificate further undertakes to   
deliver to Borrowing Agent and Agent two (2) additional copies of such          
Withholding Certificate (or a successor form) on or before the date that such   
Withholding Certificate expires or becomes obsolete or after the occurrence of  
any event requiring a change in the most recent Withholding Certificate so      
delivered by it, and such amendments thereto or extensions or renewals thereof  
as may be reasonably requested by Borrowing Agent or Agent.                     

       (c) Notwithstanding the submission of a Withholding
Certificate claiming a reduced rate of or exemption from U.S. withholding tax   
required under Section 3.10(b) hereof, Agent shall be entitled to withhold      
United States federal income taxes at the full 30% withholding rate if in its   
reasonable judgment it is required to do so under the due diligence requirements
imposed upon a withholding agent under ss.1.1441-7(b) of the Regulations.       
Further, Agent is indemnified under ss.1.1461-1(e) of the Regulations against   
any claims and demands of any Payee for the amount of any tax it deducts and    
withholds in accordance with regulations under ss.1441 of the Internal Revenue  
Code.                                                                           

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IV.      COLLATERAL:  GENERAL TERMS                                             

    4.1. SECURITY INTEREST IN THE COLLATERAL. (a) To secure the prompt
payment and performance to Agent and each Lender of the Obligations, each US    
Borrower hereby assigns, pledges and grants to Agent for its benefit and for the
ratable benefit of each Lender a continuing security interest in and to and Lien
on all of its Collateral, whether now owned or existing or hereafter acquired or
arising and wheresoever located.                                                

                 (b) To secure the prompt payment and performance to Agent and
each Lender of the PR Obligations, Brightstar PR hereby assigns, pledges and    
grants to Agent for its benefit and for the ratable benefit of each Lender a    
continuing security interest in and to and Lien on all of its Collateral,       
whether now owned or existing or hereafter acquired or arising and wheresoever  
located.                                                                        

                (c) Each Borrower shall mark its books and records as may be
necessary or appropriate to evidence, protect and perfect Agent's security      
interest and shall cause its financial statements to reflect such security      
interest. Each Borrower shall promptly provide Agent with written notice of all 
commercial tort claims, such notice to contain the case title together with the 
applicable court and a brief description of the claim(s). Upon delivery of each 
such notice, such Borrower shall be deemed to hereby grant to Agent a security  
interest and lien in and to such commercial tort claims and all proceeds        
thereof.                                                                        

    4.2. PERFECTION OF SECURITY INTEREST. Each Borrower shall take all
action that may be necessary or desirable, or that Agent may request, so as at  
all times to maintain the validity, perfection, enforceability and priority of  
Agent's security interest in and Lien on the Collateral or to enable Agent to   
protect, exercise or enforce its rights hereunder and in the Collateral,        
including, but not limited to, (i) immediately discharging all Liens other than 
Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering 
to Agent, endorsed or accompanied by such instruments of assignment as Agent may
specify, and stamping or marking, in such manner as Agent may specify, any and  
all chattel paper, instruments, letters of credits and advices thereof and      
documents evidencing or forming a part of the Collateral, (iv) entering into    
warehousing, lockbox and other custodial arrangements satisfactory to Agent, and
(v) executing and delivering financing statements, control agreements,          
instruments of pledge, mortgages, notices and assignments, in each case in form 
and substance satisfactory to Agent, relating to the creation, validity,        
perfection, maintenance or continuation of Agent's security interest and Lien   
under the Uniform Commercial Code or other applicable law. Agent is hereby      
authorized to file financing statements signed by Agent instead of the          
applicable Borrower in accordance with the Uniform Commercial Code. By its      
signature hereto, each Borrower hereby authorizes Agent to file against such    
Borrower, one or more financing, continuation or amendment statements pursuant  
to the Uniform Commercial Code in form and substance satisfactory to Agent      
(which statements may have a description of collateral which is broader than    
that set forth herein). All charges, expenses and fees Agent may incur in doing 
any of the foregoing, and any local taxes relating thereto, shall be charged to 
Borrowers' Account as a Revolving Advance of a Domestic Rate Loan and added to  
the Obligations, or, at Agent's option, shall be paid to Agent for its benefit  
and for the ratable benefit of Lenders immediately upon demand.                 

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  4.3. DISPOSITION OF COLLATERAL. Each Borrower will safeguard and
protect all Collateral for Agent's general account and make no disposition      
thereof whether by sale, lease or otherwise except (a) the sale of Inventory in 
the Ordinary Course of Business and (b) the sale of other Collateral not to     
exceed $100,000 per disposition or $500,000 in the aggregate in any Fiscal Year,
in each case so long as the proceeds of such disposition are remitted to Agent  
in accordance with Section 2.19 hereof.                                         

      4.4. PRESERVATION OF COLLATERAL. Following the occurrence and during
the continuation of a Default or Event of Default in addition to the rights and 
remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such 
steps as Agent deems necessary to protect Agent's interest in and to preserve   
the Collateral, including the hiring of such security guards or the placing of  
other security protection measures as Agent may deem appropriate; (b) may employ
and maintain at any of any Borrower's premises a custodian who shall have full  
authority to do all acts necessary to protect Agent's interests in the          
Collateral; (c) may lease warehouse facilities to which Agent may move all or   
part of the Collateral; (d) may use any Borrower's owned or leased lifts,       
hoists, trucks and other facilities or equipment for handling or removing the   
Collateral; and (e) shall have, and is hereby granted, a right of ingress and   
egress to the places where the Collateral is located, and may proceed over and  
through any of Borrower's owned or leased property. Each Borrower shall         
cooperate fully with all of Agent's efforts to preserve the Collateral and will 
take such actions to preserve the Collateral as Agent may direct. All of Agent's
expenses of preserving the Collateral, including any expenses relating to the   
bonding of a custodian, shall be charged to Borrowers' Account as a Revolving   
Advance and added to the Obligations.                                           

      4.5. OWNERSHIP OF COLLATERAL. (a) With respect to the Collateral, at
the time the Collateral becomes subject to Agent's security interest: (i) each  
Borrower shall be the sole owner of and fully authorized and able to sell,      
transfer, pledge and/or grant a first priority security interest in each and    
every item of the its respective Collateral to Agent; and, except for Permitted 
Encumbrances the Collateral shall be free and clear of all Liens and            
encumbrances whatsoever; (ii) each document and agreement executed by each      
Borrower or delivered to Agent or any Lender in connection with this Agreement  
shall be true and correct in all respects; (iii) all signatures and endorsements
of each Borrower that appear on such documents and agreements shall be genuine  
and each Borrower shall have full capacity to execute same; and (iv) each       
Borrower's Equipment and Inventory shall be located as set forth on SCHEDULE 4.5
and shall not be removed from such location(s) without the prior written consent
of Agent except with respect to the sale of Inventory in the Ordinary Course of 
Business.                                                                       

              (b) (i) There is no location at which any Borrower has any
Inventory (except for Inventory in transit) other than those locations listed on
SCHEDULE 4.5; (ii) SCHEDULE 4.5 hereto contains a correct and complete list, as 
of the Closing Date, of the legal names and addresses of each warehouse at which
Inventory of any Borrower is stored; none of the receipts received by any       
Borrower from any warehouse states that the goods covered thereby are to be     
delivered to bearer or to the order of a named Person or to a named Person and  
such named Person's assigns; (iii) SCHEDULE 4.5 hereto sets forth a correct and 
complete list as of the Closing Date of (A) each place of business of each      
Borrower and (B) the chief executive office of each Borrower; and (iv) SCHEDULE 
4.5 hereto sets forth a correct and complete list as of the Closing Date of the 
location,                                                                       

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by state and street address, of all Real Property owned or leased by each       
Borrower, together with the names and addresses of any landlords.               

       4.6. DEFENSE OF AGENT'S AND LENDERS' INTERESTS. Until (a) payment and
performance in full of all of the Obligations and (b) termination of this       
Agreement, Required Lender's interests in the Collateral shall continue in full 
force and effect. During such period no Borrower shall, without Agent's prior   
written consent, pledge, sell (except Inventory in the Ordinary Course of       
Business), assign, transfer, create or suffer to exist a Lien upon or encumber  
or allow or suffer to be encumbered in any way except for Permitted             
Encumbrances, any part of the Collateral. Each Borrower shall defend Agent's    
interests in the Collateral against any and all Persons whatsoever. At any time 
following demand by Agent for payment of all Obligations in accordance with the 
terms of this Agreement, Agent shall have the right to take possession of the   
indicia of the Collateral and the Collateral in whatever physical form          
contained, including: labels, stationery, documents, instruments and advertising
materials. If Agent exercises this right to take possession of the Collateral,  
Borrowers shall, upon demand, assemble it in the best manner possible and make  
it available to Agent at a place reasonably convenient to Agent. In addition,   
with respect to all Collateral, Agent and Lenders shall be entitled to all of   
the rights and remedies set forth herein and further provided by the Uniform    
Commercial Code or other applicable law. Each Borrower shall, and Agent may, at 
its option, instruct all suppliers, carriers, forwarders, warehousers or others 
receiving or holding cash, checks, Inventory, documents or instruments in which 
Agent holds a security interest to deliver same to Agent and/or subject to      
Agent's order and if they shall come into any Borrower's possession, they, and  
each of them, shall be held by such Borrower in trust as Agent's trustee, and   
such Borrower will immediately deliver them to Agent in their original form     
together with any necessary endorsement.                                        

      4.7. BOOKS AND RECORDS. Each Borrower shall (a) keep proper books of
record and account in which full, true and correct entries will be made of all  
dealings or transactions of or in relation to its business and affairs; (b) set 
up on its books accruals with respect to all taxes, assessments, charges, levies
and claims; and (c) on a reasonably current basis set up on its books, from its 
earnings, allowances against doubtful Receivables, advances and investments and 
all other proper accruals (including by reason of enumeration, accruals for     
premiums, if any, due on required payments and accruals for depreciation,       
obsolescence, or amortization of properties), which should be set aside from    
such earnings in connection with its business. All determinations pursuant to   
this subsection shall be made in accordance with, or as required by, GAAP       
consistently applied in the opinion of such independent public accountant as    
shall then be regularly engaged by Borrowers.                                   

        4.8. FINANCIAL DISCLOSURE. Each Borrower hereby irrevocably authorizes
and directs all accountants and auditors employed by such Borrower at any time  
during the Term to exhibit and deliver to Agent and each Lender copies of any of
any Borrower's financial statements, trial balances or other accounting records 
of any sort in the accountant's or auditor's possession, and to disclose to     
Agent and each Lender any information such accountants may have concerning such 
Borrower's financial status and business operations. Each Borrower hereby       
authorizes all Governmental Bodies to furnish to Agent and each Lender copies of
reports or examinations relating to such Borrower, whether made by such Borrower
or otherwise; however, Agent and                                                

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each Lender will attempt to obtain such information or materials directly from  
such Borrower prior to obtaining such information or materials from such        
accountants or Governmental Bodies.                                             

       4.9. COMPLIANCE WITH LAWS. Each Borrower shall comply in all material
respects with all Applicable Laws with respect to the Collateral or any part    
thereof or to the operation of such Borrower's business the non-compliance with 
which could reasonably be expected to have a Material Adverse Effect on such    
Borrower. The assets of Borrowers at all times shall be maintained in accordance
with the requirements of all insurance carriers which provide insurance with    
respect to the assets of Borrowers so that such insurance shall remain in full  
force and effect.                                                               

      4.10. INSPECTION OF PREMISES AND APPRAISALS. At all reasonable times
Agent and each Lender shall have full access to and the right to audit, check,  
inspect and make abstracts and copies from each Borrower's books, records,      
audits, correspondence and all other papers relating to the Collateral and the  
operation of each Borrower's business. Agent, any Lender and their agents may   
enter upon any of each Borrower's premises at any time during business hours and
at any other reasonable time, and from time to time, for the purpose of         
inspecting the Collateral and any and all records pertaining thereto and the    
operation of such Borrower's business. Agent shall be permitted in its          
discretion to perform appraisals of the Inventory at Borrowers' expense,        
PROVIDED, HOWEVER, that absent the occurrence of an Event of Default, Borrowers 
shall not be obligated to pay for more than two (2) appraisals performed in any 
calendar year.                                                                  

    4.11. INSURANCE. The assets and properties of each Borrower at all
times shall be maintained in accordance with the requirements of all insurance  
carriers which provide insurance with respect to the assets and properties of   
such Borrower so that such insurance shall remain in full force and effect. Each
Borrower shall bear the full risk of any loss of any nature whatsoever with     
respect to the Collateral. At each Borrower's own cost and expense in amounts   
and with carriers acceptable to Agent, each Borrower shall (a) keep all its     
insurable properties and properties in which each Borrower has an interest      
insured against the hazards of fire, flood, sprinkler leakage, those hazards    
covered by extended coverage insurance and such other hazards, and for such     
amounts, as is customary in the case of companies engaged in businesses similar 
to such Borrower's including business interruption insurance; (b) maintain a    
bond in such amounts as is customary in the case of companies engaged in        
businesses similar to such Borrower insuring against larceny, embezzlement or   
other criminal misappropriation of insured's officers and employees who may     
either singly or jointly with others at any time have access to the assets or   
funds of such Borrower either directly or through authority to draw upon such   
funds or to direct generally the disposition of such assets; (c) maintain public
and product liability insurance against claims for personal injury, death or    
property damage suffered by others; (d) maintain all such worker's compensation 
or similar insurance as may be required under the laws of any state or          
jurisdiction in which such Borrower is engaged in business; (e) maintain foreign
credit insurance and political risk insurance on Borrowers' Foreign Receivables 
in an amount and on terms acceptable to Agent; (f) furnish Agent with (i) copies
of all policies and evidence of the maintenance of such policies by the renewal 
thereof at least thirty (30) days before any expiration date, and (ii)          
appropriate loss payable endorsements in form and substance satisfactory to     
Agent, naming Agent as a co-insured and loss payee as its interests may appear  
with respect to all insurance coverage referred to in clauses (a), (c) and (f)  
above, and providing                                                            

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(A) that all proceeds thereunder shall be payable to Agent, (B) no such         
insurance shall be affected by any act or neglect of the insured or owner of the
property described in such policy, and (C) that such policy and loss payable    
clauses may not be cancelled, amended or terminated unless at least thirty (30) 
days' prior written notice is given to Agent. In the event of any loss          
thereunder, the carriers named therein hereby are directed by Agent and the     
applicable Borrower to make payment for such loss to Agent and not to such      
Borrower and Agent jointly. If any insurance losses are paid by check, draft or 
other instrument payable to any Borrower and Agent jointly, Agent may endorse   
such Borrower's name thereon and do such other things as Agent may deem         
advisable to reduce the same to cash. Agent is hereby authorized to adjust and  
compromise claims under insurance coverage referred to in clauses (a) and (b)   
above. All loss recoveries received by Agent upon any such insurance may be     
applied to the Obligations in accordance with Section 11.5 hereof. Any surplus  
shall be paid by Agent to Borrowers or applied as may be otherwise required by  
law. Any deficiency thereon shall be paid by Borrowers to Agent, on demand.     

 4.12. FAILURE TO PAY INSURANCE. If any Borrower fails to obtain
insurance as hereinabove provided, or to keep the same in force, Agent, if Agent
so elects, may obtain such insurance and pay the premium therefor on behalf of  
such Borrower, and charge Borrowers' Account therefor as a Revolving Advance of 
a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

      4.13. PAYMENT OF TAXES. Each Borrower will pay, when due, all taxes,
assessments and other Charges lawfully levied or assessed upon such Borrower or 
any of the Collateral including real and personal property taxes, assessments   
and charges and all franchise, income, employment, social security benefits,    
withholding, and sales taxes. If any tax by any Governmental Body is or may be  
imposed on or as a result of any transaction between any Borrower and Agent or  
any Lender which Agent or any Lender may be required to withhold or pay or if   
any taxes, assessments, or other Charges remain unpaid after the date fixed for 
their payment, or if any claim shall be made which, in Agent's or any Lender's  
opinion, may possibly create a valid Lien on the Collateral, Agent may without  
notice to Borrowers pay the taxes, assessments or other Charges and each        
Borrower hereby indemnifies and holds Agent and each Lender harmless in respect 
thereof. The amount of any payment by Agent under this Section 4.13 shall be    
charged to Borrowers' Account as a Revolving Advance and added to the           
Obligations and, until Borrowers shall furnish Agent with an indemnity therefor 
(or supply Agent with evidence satisfactory to Agent that due provision for the 
payment thereof has been made), Agent may hold without interest any balance     
standing to Borrowers' credit and Agent shall retain its security interest in   
and Lien on any and all Collateral held by Agent.                               

    4.14. PAYMENT OF LEASEHOLD OBLIGATIONS. Each Borrower shall at all
times pay, when and as due, its rental obligations under all leases under which 
it is a tenant, and shall otherwise comply, in all material respects, with all  
other terms of such leases and keep them in full force and effect and, at       
Agent's request will provide evidence of having done so.                        

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4.15. RECEIVABLES.                                            

                 (a) NATURE OF RECEIVABLES. Each of the Receivables shall be a
bona fide and valid account representing a bona fide indebtedness incurred by   
the Customer therein named, for a fixed sum as set forth in the invoice relating
thereto (provided immaterial or unintentional invoice errors shall not be deemed
to be a breach hereof) with respect to an absolute sale or lease and delivery of
goods upon stated terms of a Borrower, or work, labor or services theretofore   
rendered by a Borrower as of the date each Receivable is created. Same shall be 
due and owing in accordance with the applicable Borrower's standard terms of    
sale without dispute, setoff or counterclaim except as may be stated on the     
accounts receivable schedules delivered by Borrowers to Agent.                  

                 (b) SOLVENCY OF CUSTOMERS. Each Customer, to the best of each
Borrower's knowledge, as of the date each Receivable is created, is and will be 
solvent and able to pay all Receivables on which the Customer is obligated in   
full when due or with respect to such Customers of any Borrower who are not     
solvent such Borrower has set up on its books and in its financial records bad  
debt reserves adequate to cover such Receivables.                               

                  (c) LOCATION OF BORROWERS. Brightstar's chief executive office
is located at 2010 NW 84th Avenue, Miami, Florida 33122. Brightstar US' chief   
executive office is located at 625 Forest Edge Drive, Vernon Hills, Illinois    
60061. Brightstar PR's chief executive office is located at 189 Km. 2.6 Sector  
Manca, Marica Caguas, Puerto Rico. Until written notice is given to Agent by    
Borrowing Agent of any other office at which any Borrower keeps its records     
pertaining to Receivables, all such records shall be kept at such executive     
office.                                                                         

                 (d) COLLECTION OF RECEIVABLES. Until any Borrower's authority
to do so is terminated by Agent (which notice Agent may give at any time        
following the occurrence of an Event of Default or a Default or when Agent in   
its sole discretion deems it to be in Lenders' best interest to do so), each    
Borrower will, at such Borrower's sole cost and expense, but on Agent's behalf  
and for Agent's account, collect as Agent's property and in trust for Agent all 
amounts received on Receivables, and shall not commingle such collections with  
any Borrower's funds or use the same except to pay Obligations. Each Borrower   
shall deposit in the Blocked Account or, upon request by Agent, deliver to      
Agent, in original form and on the date of receipt thereof, all checks, drafts, 
notes, money orders, acceptances, cash and other evidences of Indebtedness.     

              (e) NOTIFICATION OF ASSIGNMENT OF RECEIVABLES. At any time
following the occurrence and during the continuation of an Event of Default or a
Default, Agent shall have the right to send notice of the assignment of, and    
Agent's security interest in and Lien on, the Receivables to any and all        
Customers or any third party holding or otherwise concerned with any of the     
Collateral. Thereafter, Agent shall have the sole right to collect the          
Receivables, take possession of the Collateral, or both. Agent's actual         
collection expenses, including, but not limited to, stationery and postage,     
telephone and telegraph, secretarial and clerical expenses and the salaries of  
any collection personnel used for collection, may be charged to Borrowers'      
Account and added to the Obligations.                                           

               (f) POWER OF AGENT TO ACT ON BORROWERS' BEHALF. Agent shall
have the right to receive, endorse, assign and/or deliver in the name of Agent  
or any Borrower any and all checks, drafts and other instruments for the payment
of money relating to the Receivables, and                                       

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each Borrower hereby waives notice of presentment, protest and non-payment of   
any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent's   
designee as such Borrower's attorney with power (i) to endorse such Borrower's  
name upon any notes, acceptances, checks, drafts, money orders or other         
evidences of payment or Collateral; (ii) to sign such Borrower's name on any    
invoice or bill of lading relating to any of the Receivables, drafts against    
Customers, assignments and verifications of Receivables; (iii) to send          
verifications of Receivables to any Customer; (iv) to sign such Borrower's name 
on all financing statements or any other documents or instruments deemed        
necessary or appropriate by Agent to preserve, protect, or perfect Agent's      
interest in the Collateral and to file same; (v) to demand payment of the       
Receivables; (vi) to enforce payment of the Receivables by legal proceedings or 
otherwise; (vii) to exercise all of Borrowers' rights and remedies with respect 
to the collection of the Receivables and any other Collateral; (viii) to settle,
adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or  
compromise any legal proceedings brought to collect Receivables; (x) to prepare,
file and sign such Borrower's name on a proof of claim in bankruptcy or similar 
document against any Customer; (xi) to prepare, file and sign such Borrower's   
name on any notice of Lien, assignment or satisfaction of Lien or similar       
document in connection with the Receivables; and (xii) to do all other acts and 
things necessary to carry out this Agreement. All acts of said attorney or      
designee are hereby ratified and approved, and said attorney or designee shall  
not be liable for any acts of omission or commission nor for any error of       
judgment or mistake of fact or of law, unless done maliciously or with gross    
(not mere) negligence; this power being coupled with an interest is irrevocable 
while any of the Obligations remain unpaid. Agent shall not exercise its powers 
with respect to clauses (v), (vi), (vii), (viii) or (ix) unless an Event of     
Default has occurred and is continuing. Agent shall have the right at any time  
following the occurrence and during the continuation of an Event of Default or  
Default, to change the address for delivery of mail addressed to any Borrower to
such address as Agent may designate and to receive, open and dispose of all mail
addressed to any Borrower.                                                      

               (g) NO LIABILITY. Neither Agent nor any Lender shall, under
any circumstances or in any event whatsoever, have any liability for any error  
or omission or delay of any kind occurring in the settlement, collection or     
payment of any of the Receivables or any instrument received in payment thereof,
or for any damage resulting therefrom. Following the occurrence and during the  
continuation of an Event of Default or Default Agent may, without notice or     
consent from any Borrower, sue upon or otherwise collect, extend the time of    
payment of, compromise or settle for cash, credit or upon any terms any of the  
Receivables or any other securities, instruments or insurance applicable thereto
and/or release any obligor thereof. Agent is authorized and empowered to accept 
following the occurrence and during the continuation of an Event of Default or  
Default the return of the goods represented by any of the Receivables, without  
notice to or consent by any Borrower, all without discharging or in any way     
affecting any Borrower's liability hereunder.                                   

                 (h) ESTABLISHMENT OF A LOCKBOX ACCOUNT, DOMINION ACCOUNT. All
proceeds of Collateral shall be deposited by Borrowers into either (i) a lockbox
account, dominion account or such other "blocked account" ("BLOCKED ACCOUNTS")  
established at a bank or banks (each such bank, a "BLOCKED ACCOUNT BANK")       
pursuant to an arrangement with such Blocked Account Bank as may be selected by 
Borrowers and be acceptable to Agent or (ii) depository accounts ("DEPOSITORY   
ACCOUNTS") established at the Agent for the deposit of such proceeds. Borrowers,

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Agent and each Blocked Account Bank shall enter into a deposit account control  
agreement in form and substance satisfactory to Agent directing such Blocked    
Account Bank to transfer such funds so deposited to Agent, either to any account
maintained by Agent at said Blocked Account Bank or by wire transfer to         
appropriate account(s) of Agent. All funds deposited in such Blocked Accounts   
shall immediately become the property of Agent and Borrowers shall obtain the   
agreement by such Blocked Account Bank to waive any offset rights against the   
funds so deposited. Neither Agent nor any Lender assumes any responsibility for 
such blocked account arrangement, including any claim of accord and satisfaction
or release with respect to deposits accepted by any Blocked Account Bank        
thereunder. All deposit accounts and investment accounts of each Borrower and   
its Subsidiaries are set forth on Schedule 4.15(h).                             

               (i) ADJUSTMENTS. No Borrower will, without Agent's consent,
compromise or adjust any Receivables (or extend the time for payment thereof) or
accept any returns of merchandise or grant any additional discounts, allowances 
or credits thereon except for those compromises, adjustments, returns,          
discounts, credits and allowances as have been heretofore customary in the      
business of such Borrower.                                                      

     4.16. INVENTORY. To the extent Inventory held for sale or lease has
been produced by any Borrower, it has been and will be produced by such Borrower
in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and
all rules, regulations and orders thereunder.                                   

      4.17. MAINTENANCE OF EQUIPMENT. The Equipment shall be maintained in
good operating condition and repair (reasonable wear and tear excepted) and all 
necessary replacements of and repairs thereto shall be made so that the value   
and operating efficiency of the Equipment shall be maintained and preserved. No 
Borrower shall use or operate the Equipment in violation of any law, statute,   
ordinance, code, rule or regulation.                                            

   4.18. EXCULPATION OF LIABILITY. Nothing herein contained shall be
construed to constitute Agent or any Lender as any Borrower's agent for any     
purpose whatsoever, nor shall Agent or any Lender be responsible or liable for  
any shortage, discrepancy, damage, loss or destruction of any part of the       
Collateral wherever the same may be located and regardless of the cause thereof 
unless due to the gross (not mere) negligence or willful misconduct of Agent or 
such Lender. Neither Agent nor any Lender, whether by anything herein or in any 
assignment or otherwise, assume any of any Borrower's obligations under any     
contract or agreement assigned to Agent or such Lender, and neither Agent nor   
any Lender shall be responsible in any way for the performance by any Borrower  
of any of the terms and conditions thereof.                                     

       4.19. ENVIRONMENTAL MATTERS. (a) Borrowers shall ensure that the Real
Property and all operations and businesses conducted thereon remains in         
compliance with all Environmental Laws and they shall not place or permit to be 
placed any Hazardous Substances on any Real Property except as permitted by     
applicable law or appropriate governmental authorities.                         

                 (b) Borrowers shall establish and maintain a system to assure
and monitor continued compliance with all applicable Environmental Laws which   
system shall include periodic reviews of such compliance.                       

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                (c) Borrowers shall (i) employ in connection with the use of
the Real Property appropriate technology necessary to maintain compliance with  
any applicable Environmental Laws and (ii) dispose of any and all Hazardous     
Waste generated at the Real Property only at facilities and with carriers that  
maintain valid permits under RCRA and any other applicable Environmental Laws.  
Borrowers shall use their best efforts to obtain certificates of disposal, such 
as hazardous waste manifest receipts, from all treatment, transport, storage or 
disposal facilities or operators employed by Borrowers in connection with the   
transport or disposal of any Hazardous Waste generated at the Real Property.    

            (d) In the event any Borrower obtains, gives or receives
notice of any Release or threat of Release of a reportable quantity of any      
Hazardous Substances at the Real Property (any such event being hereinafter     
referred to as a "HAZARDOUS DISCHARGE") or receives any notice of violation,    
request for information or notification that it is potentially responsible for  
investigation or cleanup of environmental conditions at the Real Property,      
demand letter or complaint, order, citation, or other written notice with regard
to any Hazardous Discharge or violation of Environmental Laws affecting the Real
Property or any Borrower's interest therein (any of the foregoing is referred to
herein as an "ENVIRONMENTAL COMPLAINT") from any Person, including any state    
agency responsible in whole or in part for environmental matters in the state in
which the Real Property is located or the United States Environmental Protection
Agency (any such person or entity hereinafter the "AUTHORITY"), then Borrowing  
Agent shall, within five (5) Business Days, give written notice of same to Agent
detailing facts and circumstances of which any Borrower is aware giving rise to 
the Hazardous Discharge or Environmental Complaint. Such information is to be   
provided to allow Agent to protect its security interest in and Lien on the Real
Property and the Collateral and is not intended to create nor shall it create   
any obligation upon Agent or any Lender with respect thereto.                   

               (e) Borrowers shall promptly forward to Agent copies of any
request for information, notification of potential liability, demand letter     
relating to potential responsibility with respect to the investigation or       
cleanup of Hazardous Substances at any other site owned, operated or used by any
Borrower to dispose of Hazardous Substances and shall continue to forward copies
of correspondence between any Borrower and the Authority regarding such claims  
to Agent until the claim is settled. Borrowers shall promptly forward to Agent  
copies of all documents and reports concerning a Hazardous Discharge at the Real
Property that any Borrower is required to file under any Environmental Laws.    
Such information is to be provided solely to allow Agent to protect Agent's     
security interest in and Lien on the Real Property and the Collateral.          

         (f) Borrowers shall respond promptly to any Hazardous
Discharge or Environmental Complaint and take all necessary action in order to  
safeguard the health of any Person and to avoid subjecting the Collateral or    
Real Property to any Lien. If any Borrower shall fail to respond promptly to any
Hazardous Discharge or Environmental Complaint or any Borrower shall fail to    
comply with any of the requirements of any Environmental Laws, Agent on behalf  
of Lenders may, but without the obligation to do so, for the sole purpose of    
protecting Agent's interest in the Collateral: (A) give such notices or (B)     
enter onto the Real Property (or authorize third parties to enter onto the Real 
Property) and take such actions as Agent (or such third parties as directed by  
Agent) deem reasonably necessary or advisable, to clean up, remove,             

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mitigate or otherwise deal with any such Hazardous Discharge or Environmental   
Complaint. All reasonable costs and expenses incurred by Agent and Lenders (or  
such third parties) in the exercise of any such rights, including any sums paid 
in connection with any judicial or administrative investigation or proceedings, 
fines and penalties, together with interest thereon from the date expended at   
the Default Rate for Domestic Rate Loans constituting Revolving Advances shall  
be paid upon demand by Borrowers, and until paid shall be added to and become a 
part of the Obligations secured by the Liens created by the terms of this       
Agreement or any other agreement between Agent, any Lender and any Borrower.    

               (g) Promptly upon the written request of Agent from time to
time, Borrowers shall provide Agent, at Borrowers' expense, with an             
environmental site assessment or environmental audit report prepared by an      
environmental engineering firm acceptable in the reasonable opinion of Agent, to
assess with a reasonable degree of certainty the existence of a Hazardous       
Discharge and the potential costs in connection with abatement, cleanup and     
removal of any Hazardous Substances found on, under, at or within the Real      
Property. Any report or investigation of such Hazardous Discharge proposed and  
acceptable to an appropriate Authority that is charged to oversee the clean-up  
of such Hazardous Discharge shall be acceptable to Agent. If such estimates,    
individually or in the aggregate, exceed $100,000, Agent shall have the right to
require Borrowers to post a bond, letter of credit or other security reasonably 
satisfactory to Agent to secure payment of these costs and expenses.            

                  (h) Borrowers shall defend and indemnify Agent and Lenders and
hold Agent, Lenders and their respective employees, agents, directors and       
officers harmless from and against all loss, liability, damage and expense,     
claims, costs, fines and penalties, including attorney's fees, suffered or      
incurred by Agent or Lenders under or on account of any Environmental Laws,     
including the assertion of any Lien thereunder, with respect to any Hazardous   
Discharge, the presence of any Hazardous Substances affecting the Real Property,
whether or not the same originates or emerges from the Real Property or any     
contiguous real estate, including any loss of value of the Real Property as a   
result of the foregoing except to the extent such loss, liability, damage and   
expense is attributable to any Hazardous Discharge resulting from actions on the
part of Agent or any Lender. Borrowers' obligations under this Section 4.19     
shall arise upon the discovery of the presence of any Hazardous Substances at   
the Real Property, whether or not any federal, state, or local environmental    
agency has taken or threatened any action in connection with the presence of any
Hazardous Substances. Borrowers' obligation and the indemnifications hereunder  
shall survive the termination of this Agreement.                                

               (i) For purposes of Section 4.19 and 5.7, all references to
Real Property shall be deemed to include all of Borrowers' right, title and     
interest in and to its owned and leased premises.                               

         4.20. FINANCING STATEMENTS. Except as respects the financing statements
filed by Agent and the financing statements described on SCHEDULE 1.2, no       
financing statement covering any of the Collateral or any proceeds thereof is on
file in any public office.                                                      

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V.       REPRESENTATIONS AND WARRANTIES.                                        

Each Borrower represents and warrants as follows:             

         5.1. AUTHORITY. Each Borrower has full power, authority and legal right
to enter into this Agreement and the Other Documents and to perform all its     
respective Obligations hereunder and thereunder. This Agreement, the            
Intercreditor Agreement and the Other Documents have been duly executed and     
delivered by such Borrower, and this Agreement, the Intercreditor Agreement and 
the Other Documents constitute the legal, valid and binding obligation of such  
Borrower enforceable in accordance with their terms, except as such             
enforceability may be limited by any applicable bankruptcy, insolvency,         
moratorium or similar laws affecting creditors' rights generally. The execution,
delivery and performance of this Agreement and of the Other Documents (a) are   
within such Borrower's corporate powers, have been duly authorized by all       
necessary corporate action, are not in contravention of law or the terms of such
Borrower's by-laws, certificate of incorporation or other applicable documents  
relating to such Borrower's formation or to the conduct of such Borrower's      
business or of any material agreement or undertaking to which such Borrower is a
party or by which such Borrower is bound, including the Subordinated Loan       
Documentation, (b) will not conflict with or violate any law or regulation, or  
any judgment, order or decree of any Governmental Body, (c) will not require the
Consent of any Governmental Body or any other Person, except those Consents set 
forth on SCHEDULE 5.1 hereto, all of which will have been duly obtained, made or
compiled prior to the Closing Date and which are in full force and effect and   
(d) will not conflict with, nor result in any breach in any of the provisions of
or constitute a default under or result in the creation of any Lien except      
Permitted Encumbrances upon any asset of such Borrower under the provisions of  
any agreement, charter document, instrument, by-law or other instrument to which
such Borrower is a party or by which it or its property is a party or by which  
it may be bound, including under the provisions of the Subordinated Loan        
Documentation and the Motorola Documents.                                       

5.2. FORMATION AND QUALIFICATION. (a) Each Borrower is duly   
incorporated and in good standing under the laws of the state listed on SCHEDULE
5.2(A) and is qualified to do business and is in good standing in the states    
listed on SCHEDULE 5.2(A) which constitute all states in which qualification and
good standing are necessary for such Borrower to conduct its business and own   
its property and where the failure to so qualify could reasonably be expected to
have a Material Adverse Effect on such Borrower. Each Borrower has delivered to 
Agent true and complete copies of its certificate of incorporation and by-laws  
and will promptly notify Agent of any amendment or changes thereto.             

            (b) The only Subsidiaries of each Borrower are listed on
SCHEDULE 5.2(B).                                                                

      5.3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties of such Borrower contained in this Agreement and the Other       
Documents shall be true at the time of such Borrower's execution of this        
Agreement and the Other Documents, and shall survive the execution, delivery and
acceptance thereof by the parties thereto and the closing of the transactions   
described therein or related thereto.                                           

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        5.4. TAX RETURNS. Each Borrower's federal tax identification number is
set forth on SCHEDULE 5.4. Each Borrower has filed all federal, state and local 
tax returns and other reports each is required by law to file and has paid all  
taxes, assessments, fees and other governmental charges that are due and        
payable. Federal, state and local income tax returns of each Borrower have been 
examined and reported upon by the appropriate taxing authority or closed by     
applicable statute and satisfied for all Fiscal Years prior to and including the
Fiscal Year ending December 31, 1998. The provision for taxes on the books of   
each Borrower are adequate for all years not closed by applicable statutes, and 
for its current Fiscal Year, and no Borrower has any knowledge of any deficiency
or additional assessment in connection therewith not provided for on its books. 

5.5. FINANCIAL STATEMENTS.                                    

            (a) The balance sheet of Borrowers on a consolidated and
consolidating basis and statements of income and stockholders' equity and cash  
flow of Borrowers on a consolidated and consolidating basis for the month of    
March 2004 ("March Financial Statements") were prepared by the Chief Financial  
Officer of Brightstar in accordance with GAAP, consistently applied. The March  
Financial Statements have been certified as accurate, complete and correct in   
all material respects by the President and Chief Financial Officer of           
Brightstar. All financial statements referred to in this subsection 5.5(a),     
including the related schedules and notes thereto, have been prepared, in       
accordance with GAAP, except as may be disclosed in such financial statements.  

                (b) The twelve-month cash flow projections of Borrowers on a
consolidated basis and their projected balance sheets as of the Closing Date,   
copies of which are annexed hereto as EXHIBIT 5.5(B) (the "PROJECTIONS") were   
prepared by the Chief Financial Officer of Brightstar, are based on underlying  
assumptions which provide a reasonable basis for the projections contained      
therein and reflect Borrowers' judgment based on present circumstances of the   
most likely set of conditions and course of action for the projected period.    

            (c) The consolidated and consolidating balance sheets of
Borrowers, their Subsidiaries and such other Persons described therein          
(including the accounts of all Subsidiaries for the respective periods during   
which a subsidiary relationship existed) as of December 31, 2003, and the       
related statements of income, changes in stockholder's equity, and changes in   
cash flow for the period ended on such date (the "FINANCIAL STATEMENTS"), all   
accompanied by reports thereon containing opinions without qualification by     
independent certified public accountants, copies of which have been delivered to
Agent, have been prepared in accordance with GAAP, consistently applied (except 
for changes in application in which such accountants concur) and present fairly 
the financial position of Borrowers and their Subsidiaries at such date and the 
results of their operations for such period. Since December 31, 2003 there has  
been no change in the condition, financial or otherwise, of Borrowers or their  
Subsidiaries as shown on the consolidated balance sheet as of such date and no  
change in the aggregate value of machinery, equipment and Real Property owned by
Borrowers and their respective Subsidiaries, except changes in the Ordinary     
Course of Business and except as otherwise set forth on Schedule 5.5(c), none of
which individually or in the aggregate has been materially adverse.             

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      5.6. ENTITY NAMES. No Borrower has been known by any other corporate
name in the past five years and does not sell Inventory under any other name    
except as set forth on SCHEDULE 5.6, nor has any Borrower been the surviving    
corporation of a merger or consolidation or acquired all or substantially all of
the assets of any Person during the preceding five (5) years.                   

5.7. O.S.H.A. AND ENVIRONMENTAL COMPLIANCE.                   

                 (a) Each Borrower has duly complied with, and its facilities,
business, assets, property, leaseholds, Real Property and Equipment are in      
compliance in all material respects with, the provisions of the Federal         
Occupational Safety and Health Act, the Environmental Protection Act, RCRA and  
all other Environmental Laws; there have been no outstanding citations, notices 
or orders of non-compliance issued to any Borrower or relating to its business, 
assets, property, leaseholds or Equipment under any such laws, rules or         
regulations.                                                                    

                 (b) Each Borrower has been issued all required federal, state
and local licenses, certificates or permits relating to all applicable          
Environmental Laws.                                                             

           (c) (i) There are no visible signs of releases, spills,
discharges, leaks or disposal (collectively referred to as "RELEASES") of       
Hazardous Substances at, upon, under or within any Real Property; (ii) to the   
best of any Borrower's knowledge after diligent inquiry, there are no           
underground storage tanks or polychlorinated biphenyls on the Real Property;    
(iii) to the best of any Borrower's knowledge after diligent inquiry, the Real  
Property has never been used as a treatment, storage or disposal facility of    
Hazardous Waste; and (iv) to the best of any Borrower's knowledge after diligent
inquiry, no Hazardous Substances are present on the Real Property or any        
premises leased by any Borrower, excepting such quantities as are handled in    
accordance with all applicable manufacturer's instructions and governmental     
regulations and in proper storage containers and as are necessary for the       
operation of the commercial business of any Borrower or of its tenants.         

   5.8. SOLVENCY; NO LITIGATION, VIOLATION, INDEBTEDNESS OR DEFAULT.

                 (a) After giving effect to the making of the initial Advances
and the use of the proceeds thereof, Borrowers will be solvent, able to pay     
their debts as they mature, will have capital sufficient to carry on their      
business and all businesses in which they are about to engage, and (i) as of the
Closing Date, the fair present saleable value of their assets, calculated on a  
going concern basis, is in excess of the amount of their liabilities, including 
all known contingent liabilities and (ii) subsequent to the Closing Date, the   
fair saleable value of their assets (calculated on a going concern basis) will  
be in excess of the amount of their liabilities, including all known contingent 
liabilities.                                                                    

               (b) Except as disclosed in SCHEDULE 5.8(B), no Borrower has
(i) any pending or threatened litigation, arbitration, actions or proceedings   
which involve the possibility of having a Material Adverse Effect on such       
Borrower, and (ii) any liabilities nor indebtedness for borrowed money other    
than the Obligations.                                                           

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              (c) No Borrower is in violation of any applicable statute,
law, rule, regulation or ordinance in any respect which could reasonably be     
expected to have a Material Adverse Effect on such Borrower, nor is any Borrower
in violation of any order of any court, Governmental Body or arbitration board  
or tribunal.                                                                    

          (d) No Borrower nor any member of the Controlled Group
maintains or contributes to any Plan other than those listed on SCHEDULE 5.8(D) 
hereto. Except as set forth in SCHEDULE 5.8(D), (i) no Plan has incurred any    
"accumulated funding deficiency," as defined in Section 302(a)(2) of ERISA and  
Section 412(a) of the Code, whether or not waived, and each Borrower and each   
member of the Controlled Group has met all applicable minimum funding           
requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan 
which is intended to be a qualified plan under Section 401(a) of the Code as    
currently in effect has been determined by the Internal Revenue Service to be   
qualified under Section 401(a) of the Code and the trust related thereto is     
exempt from federal income tax under Section 501(a) of the Code, (iii) no       
Borrower nor any member of the Controlled Group has incurred any liability to   
the PBGC other than for the payment of premiums, and there are no premium       
payments which have become due which are unpaid, (iv) no Plan has been          
terminated by the plan administrator thereof nor by the PBGC, and there is no   
occurrence which would cause the PBGC to institute proceedings under Title IV of
ERISA to terminate any Plan, (v) at this time, the current value of the assets  
of each Plan exceeds the present value of the accrued benefits and other        
liabilities of such Plan and no Borrower nor any member of the Controlled Group 
knows of any facts or circumstances which would materially change the value of  
such assets and accrued benefits and other liabilities, (vi) no Borrower nor any
member of the Controlled Group has breached any of the responsibilities,        
obligations or duties imposed on it by ERISA with respect to any Plan, (vii) no 
Borrower nor any member of a Controlled Group has incurred any liability for any
excise tax arising under Section 4972 or 4980B of the Code, and no fact exists  
which could give rise to any such liability, (viii) no Borrower nor any member  
of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has 
engaged in a "prohibited transaction" described in Section 406 of the ERISA or  
Section 4975 of the Code nor taken any action which would constitute or result  
in a Termination Event with respect to any such Plan which is subject to ERISA, 
(ix) each Borrower and each member of the Controlled Group has made all         
contributions due and payable with respect to each Plan, (x) there exists no    
event described in Section 4043(b) of ERISA, for which the thirty (30) day      
notice period contained in 29 CFR ss.2615.3 has not been waived, (xi) no        
Borrower nor any member of the Controlled Group has any fiduciary responsibility
for investments with respect to any plan existing for the benefit of persons    
other than employees or former employees of any Borrower and any member of the  
Controlled Group, and (xii) no Borrower nor any member of the Controlled Group  
has withdrawn, completely or partially, from any Multiemployer Plan so as to    
incur liability under the Multiemployer Pension Plan Amendments Act of 1980.    

        5.9. PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES. All patents, patent
applications, trademarks, trademark applications, service marks, service mark   
applications, copyrights, copyright applications, design rights, tradenames,    
assumed names, trade secrets and licenses owned or utilized by any Borrower are 
set forth on SCHEDULE 5.9, are valid and (other than tradenames) have been duly 
registered or filed with all appropriate Governmental Bodies and constitute all 
of the intellectual property rights which are necessary for the operation of its
business; there is no objection to or pending challenge to the validity of any  
such patent,                                                                    

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trademark, copyright, design rights, tradename, trade secret or license and no  
Borrower is aware of any grounds for any challenge, except as set forth in      
SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark,
trademark application, trademark license, service mark, service mark            
application, service mark license, design rights, copyright, copyright          
application and copyright license owned or held by any Borrower and all trade   
secrets used by any Borrower consist of original material or property developed 
by such Borrower or was lawfully acquired by such Borrower from the proper and  
lawful owner thereof. Each of such items has been maintained so as to preserve  
the value thereof from the date of creation or acquisition thereof. With respect
to all software used by any Borrower (other than software licensed from         
Motorola), such Borrower is in possession of all source and object codes related
to each piece of software or is the beneficiary of a source code escrow         
agreement, each such source code escrow agreement being listed on SCHEDULE 5.9  
hereto.                                                                         

        5.10. LICENSES AND PERMITS. Except as set forth in SCHEDULE 5.10, each
Borrower (a) is in compliance with and (b) has procured and is now in possession
of, all material licenses or permits required by any applicable federal, state, 
provincial, commonwealth or local law, rule or regulation for the operation of  
its business in each jurisdiction wherein it is now conducting or proposes to   
conduct business and where the failure to procure such licenses or permits could
have a Material Adverse Effect on such Borrower.                                

         5.11. DEFAULT OF INDEBTEDNESS. No Borrower is in default in the payment
of the principal of or interest on any Indebtedness or under any instrument or  
agreement under or subject to which any Indebtedness has been issued and no     
event has occurred under the provisions of any such instrument or agreement     
which with or without the lapse of time or the giving of notice, or both,       
constitutes or would constitute an event of default thereunder.                 

5.12. NO DEFAULT. No Borrower is in default in the payment or 
performance of any of its contractual obligations and no Default or Event of    
Default has occurred.                                                           

        5.13. NO BURDENSOME RESTRICTIONS. No Borrower is party to any contract
or agreement the performance of which could have a Material Adverse Effect. Each
Borrower has heretofore delivered to Agent true and complete copies of all      
material contracts to which it is a party or to which it or any of its          
properties is subject. No Borrower has agreed or consented to cause or permit in
the future (upon the happening of a contingency or otherwise) any of its        
property, whether now owned or hereafter acquired, to be subject to a Lien which
is not a Permitted Encumbrance.                                                 

        5.14. NO LABOR DISPUTES. No Borrower is involved in any labor dispute;
there are no strikes or walkouts or union organization of any Borrower's        
employees threatened or in existence and no labor contract is scheduled to      
expire during the Term other than as set forth on SCHEDULE 5.14 hereto.         

       5.15. MARGIN REGULATIONS. No Borrower is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending 
credit for the purpose of "purchasing" or "carrying" any "margin stock" within  
the respective meanings of each of the quoted terms under Regulation U of the   
Board of Governors of the Federal Reserve System as                             

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now and from time to time hereafter in effect. No part of the proceeds of any   
Advance will be used for "purchasing" or "carrying" "margin stock" as defined in
Regulation U of such Board of Governors.                                        

      5.16. INVESTMENT COMPANY ACT. No Borrower is an "investment company"
registered or required to be registered under the Investment Company Act of     
1940, as amended, nor is it controlled by such a company.                       

         5.17. DISCLOSURE. No representation or warranty made by any Borrower in
this Agreement, the Subordinated Loan Documentation or in any financial         
statement, report, certificate or any other document furnished in connection    
herewith or therewith contains any untrue statement of a material fact or omits 
to state any material fact necessary to make the statements herein or therein   
not misleading. There is no fact known to Borrowers or which reasonably should  
be known to Borrowers which Borrowers have not disclosed to Agent in writing    
with respect to the transactions contemplated by the Subordinated Loan          
Documentation or this Agreement which could reasonably be expected to have a    
Material Adverse Effect on any Borrower.                                        

5.18. DELIVERY OF SUBORDINATED LOAN DOCUMENTATION AND MOTOROLA
DOCUMENTS. Agent has received complete copies of the Subordinated Loan          
Documentation and Motorola Documents (including all exhibits, schedules and     
disclosure letters referred to therein or delivered pursuant thereto, if any)   
and all amendments thereto, waivers relating thereto and other side letters or  
agreements affecting the terms thereof. None of such documents and agreements   
has been amended or supplemented, nor have any of the provisions thereof been   
waived, except pursuant to a written agreement or instrument which has          
heretofore been delivered to Agent. The Motorola Distribution Agreements are the
sole distribution and supply agreements between Borrowers and Motorola.         

        5.19. SWAPS. No Borrower is a party to, nor will it be a party to, any
swap agreement whereby such Borrower has agreed or will agree to swap interest  
rates or currencies unless same provides that payments upon termination         
following an event of default thereunder are payable on an unlimited "two-way   
basis" without regard to fault on the part of either party.                     

        5.20. CONFLICTING AGREEMENTS. No provision of any mortgage, indenture,
contract, agreement, judgment, decree or order binding on any Borrower or       
affecting the Collateral conflicts with, or requires any Consent which has not  
already been obtained to, or would in any way prevent the execution, delivery or
performance of, the terms of this Agreement or the Other Documents.             

        5.21. APPLICATION OF CERTAIN LAWS AND REGULATIONS. No Borrower nor any
Affiliate of any Borrower is subject to any law, statute, rule or regulation    
which regulates the incurrence of any Indebtedness, including laws, statutes,   
rules or regulations relative to common or interstate carriers or to the sale of
electricity, gas, steam, water, telephone, telegraph or other public utility    
services.                                                                       

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      5.22. BUSINESS AND PROPERTY OF BORROWERS. Upon and after the Closing
Date, Borrowers do not propose to engage in any business other than the         
distribution of wireless telecommunications equipment, providing supply chain   
management services to major telecommunications equipment manufacturers and     
activities necessary to conduct the foregoing. On the Closing Date, each        
Borrower will own all the property and possess all of the rights and Consents   
necessary for the conduct of the business of such Borrower.                     

         5.23. SECTION 20 SUBSIDIARIES. Borrowers do not intend to use and shall
not use any portion of the proceeds of the Advances, directly or indirectly, to 
purchase during the underwriting period, or for 30 days thereafter, Ineligible  
Securities being underwritten by a Section 20 Subsidiary.                       

5.24. ANTI-TERRORISM LAWS.                                    

                 (a) GENERAL. No Borrower nor any Affiliate of any Borrower is
in violation of any Anti-Terrorism Law or engages in or conspires to engage in  
any transaction that evades or avoids, or has the purpose of evading or         
avoiding, or attempts to violate, any of the prohibitions set forth in any      
Anti-Terrorism Law.                                                             

                (b) EXECUTIVE ORDER NO. 13224. No Borrower nor any Affiliate
of any Borrower or their respective agents acting or benefiting in any capacity 
in connection with the Advances or other transactions hereunder, is any of the  
following (each a "BLOCKED PERSON"):                                            

                        (i) a Person that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order No. 13224;          

                         (ii) a Person owned or controlled by, or acting for
or on behalf of, any Person that is listed in the annex to, or is otherwise     
subject to the provisions of, the Executive Order No. 13224;                    

                       (iii) a Person or entity with which any Lender is
prohibited from dealing or otherwise engaging in any transaction by any         
Anti-Terrorism Law;                                                             

                        (iv) a Person or entity that commits, threatens or
conspires to commit or supports "terrorism" as defined in the Executive Order   
No. 13224;                                                                      

                          (v) a Person or entity that is named as a "specially
designated national" on the most current list published by the U.S. Treasury    
Department Office of Foreign Asset Control at its official website or any       
replacement website or other replacement official publication of such list, or  

                  (vi) a Person or entity who is affiliated or
associated with a Person or entity listed above.                                

No Borrower or to the knowledge of any Borrower, any of its agents acting in any
capacity in connection with the Advances or other transactions hereunder (i)    
conducts any business or                                                        

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engages in making or receiving any contribution of funds, goods or services to  
or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages
in any transaction relating to, any property or interests in property blocked   
pursuant to the Executive Order No. 13224.                                      

    5.25. TRADING WITH THE ENEMY. No Borrower has engaged, nor does it
intend to engage, in any business or activity prohibited by the Trading with the
Enemy Act.                                                                      

        5.26. FEDERAL SECURITIES LAWS. No Borrower nor any of its Subsidiaries
(i) is required to file periodic reports under the Exchange Act, (ii) has any   
securities registered under the Exchange Act or (iii) has filed a registration  
statement that has not yet become effective under the Securities Act.           

VI.      AFFIRMATIVE COVENANTS.                                                 

   Each Borrower shall, until payment in full of the Obligations and
termination of this Agreement:                                                  

      6.1. PAYMENT OF FEES. Pay to Agent on demand all usual and customary
fees and expenses which Agent incurs in connection with (a) the forwarding of   
Advance proceeds and (b) the establishment and maintenance of any Blocked       
Accounts or Depository Accounts as provided for in Section 4.15(h). Agent may,  
without making demand, charge Borrowers' Account for all such fees and expenses.

       6.2. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE AND ASSETS. (a)
Conduct continuously and operate actively its business according to good        
business practices and maintain all of its properties useful or necessary in its
business in good working order and condition (reasonable wear and tear excepted 
and except as may be disposed of in accordance with the terms of this           
Agreement), including all licenses, patents, copyrights, design rights,         
tradenames, trade secrets and trademarks and take all actions necessary to      
enforce and protect the validity of any intellectual property right or other    
right included in the Collateral; (b) keep in full force and effect its         
existence and comply in all material respects with the laws and regulations     
governing the conduct of its business where the failure to do so could          
reasonably be expected to have a Material Adverse Effect on such Borrower; and  
(c) make all such reports and pay all such franchise and other taxes and license
fees and do all such other acts and things as may be lawfully required to       
maintain its rights, licenses, leases, powers and franchises under the laws of  
the United States or any political subdivision thereof where the failure to do  
so could reasonably be expected to have a Material Adverse Effect on such       
Borrower.                                                                       

       6.3. VIOLATIONS. Promptly notify Agent in writing of any violation of
any law, statute, regulation or ordinance of any Governmental Body, or of any   
agency thereof, applicable to any Borrower which could reasonably be expected to
have a Material Adverse Effect on any Borrower.                                 

  6.4. GOVERNMENT RECEIVABLES. Take all steps necessary to protect
Agent's interest in the Collateral under the Federal Assignment of Claims Act,  
the Uniform Commercial Code and                                                 

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all other applicable state or local statutes or ordinances and deliver to Agent 
appropriately endorsed, any instrument or chattel paper connected with any      
Receivable arising out of contracts between any Borrower and the United States, 
any state or any department, agency or instrumentality of any of them.          

   6.5. (a) LEVERAGE RATIO. Commencing on June 30, 2004, cause to be
maintained as of the end of each quarter with respect to the four fiscal        
quarters then ended for Borrowers on a consolidated basis, a ratio of (i) the   
sum of the aggregate amount of the outstanding Obligations plus the aggregate   
amount of all outstanding Indebtedness (including, without limitation all       
Indebtedness with respect to Capitalized Lease Obligations and Indebtedness     
under the Subordinated Loan Documentation but exclusive of trade debt including,
without limitation, all obligations to Motorola under the Motorola documents) to
(ii) EBITDA of not greater than 3.5 to 1.0.                                     

(b) FIXED CHARGE COVERAGE RATIO.            

                  (i) Commencing on June 30, 2004, cause to be
maintained as of the end of each quarter with respect to the four fiscal        
quarters then ended for Borrowers on a consolidated basis, a Fixed Charge       
Coverage Ratio of not less than 2.5 to 1.0.                                     

                           (ii) In the event Average Undrawn Availability during
any calendar month in any fiscal quarter is less than $10,000,000, then         
Borrowers on a combined basis must maintain a Fixed Charge Coverage Ratio of not
less than 1.1 to 1.0 for such fiscal quarter with respect to the four fiscal    
quarters then ended.                                                            

    6.6. EXECUTION OF SUPPLEMENTAL INSTRUMENTS. Execute and deliver to
Agent from time to time, upon demand, such supplemental agreements, statements, 
assignments and transfers, or instructions or documents relating to the         
Collateral, and such other instruments as Agent may request, in order that the  
full intent of this Agreement may be carried into effect.                       

         6.7. PAYMENT OF INDEBTEDNESS. Pay, discharge or otherwise satisfy at or
before maturity (subject, where applicable, to specified grace periods and, in  
the case of the trade payables, to normal payment practices) all its obligations
and liabilities of whatever nature, except when the failure to do so could not  
reasonably be expected to have a Material Adverse Effect or when the amount or  
validity thereof is currently being contested in good faith by appropriate      
proceedings and each Borrower shall have provided for such reserves as Agent may
reasonably deem proper and necessary, subject at all times to any applicable    
subordination arrangement in favor of Lenders.                                  

        6.8. STANDARDS OF FINANCIAL STATEMENTS. Cause all financial statements
referred to in Sections 9.7, 9.8, 9.11 and 9.12 as to which GAAP is applicable  
to be complete and correct in all material respects (subject, in the case of    
interim financial statements, to normal year-end audit adjustments) and to be   
prepared in reasonable detail and in accordance with GAAP applied consistently  
throughout the periods reflected therein (except as concurred in by such        
reporting accountants or officer, as the case may be, and disclosed therein).   

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  6.9. TAX SHELTER REGULATIONS. Not treat the Advances and related
transactions as being a "reportable transaction" (within the meaning of Treasury
Regulation Section 1.6011-4). In the event any Borrower determines to take any  
action inconsistent with such intention, such Borrower will promptly (1) notify 
the Agent thereof, and (2) deliver to the Agent a duly completed copy of IRS    
Form 8886 or any successor form. If any Borrower so notifies the Agent, each    
Borrower acknowledges that one or more of the Lenders may treat its Advances as 
part of a transaction that is subject to Treasury Regulation Section 301.6112-1,
and such Lender or Lenders, as applicable, will maintain the lists and other    
records required by such Treasury Regulation.                                   

        6.10. FEDERAL SECURITIES LAWS. Promptly notify Agent in writing if any
Borrower or any of its Subsidiaries (i) is required to file periodic reports    
under the Exchange Act, (ii) registers any securities under the Exchange Act or 
(iii) files a registration statement under the Securities Act.                  

VII.     NEGATIVE COVENANTS.                                                    

      No Borrower shall, until satisfaction in full of the Obligations and
termination of this Agreement:                                                  

7.1. MERGER, CONSOLIDATION, ACQUISITION AND SALE OF ASSETS.   

         (a) (i) Enter into any merger, consolidation or other
reorganization with or into any other Person or (ii) acquire all or a           
substantial portion of the assets of any Person; PROVIDED however that,         
Borrowers shall be permitted to acquire assets of another Person so long as     
after giving effect to any such acquisitions (1) Borrowers shall have Undrawn   
Availability of at least $10,000,000, (2) no Default or Event of Default shall  
have occurred or be continuing (3) the aggregate amount utilized by Borrowers to
make such acquisitions shall not exceed the aggregate amount of $10,000,000     
(inclusive of all investments made pursuant to clauses, (e) and (f) of Section  
7.4), (4) any assets purchased in such acquisitions shall be included in the    
Collateral pledged hereunder and (5) any assets purchased in such acquisitions  
shall not be deemed to be Eligible Receivables or Eligible Foreign Receivables  
or Eligible Inventory hereunder, or (iii) acquire all or a substantial portion  
of the Equity Interests of another Person except as otherwise permitted pursuant
to Section 7.4(e) and (f) or (iv) permit any other Person to consolidate with or
merge with it.                                                                  

                (b) Sell, lease, transfer or otherwise dispose of any of its
properties or assets, except (i) dispositions of Collateral to the extent       
expressly permitted by Section 4.3, and (ii) any other sales or dispositions    
expressly permitted by this Agreement.                                          

        7.2. CREATION OF LIENS. Create or suffer to exist any Lien or transfer
upon or against any of its property or assets now owned or hereafter acquired,  
except Permitted Encumbrances.                                                  

       7.3. GUARANTEES. Become liable upon the obligations or liabilities of
any Person by assumption, endorsement or guaranty thereof or otherwise (other   
than to Lenders) except (a) the cross guarantee provisions of this Agreement,   
(b) cross corporate guarantees made in the                                      

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Ordinary Course of Business with vendors and in connection with other trade     
payable financing incurred by any Borrower or any Subsidiary of any Borrower    
(including, without limitation, with respect to any obligation to Motorola under
the Motorola Documents), (c) the endorsement of checks in the Ordinary Course of
Business, and (d) the guaranty to be executed by Brightstar with respect to a   
lease to be executed by Brightstar US so long as the lease payments under such  
lease are not prohibited by Section 7.11.                                       

       7.4. INVESTMENTS. Purchase or acquire obligations or Equity Interests
of, or any other interest in, any Person, except (a) obligations issued or      
guaranteed by the United States of America or any agency thereof, (b) commercial
paper with maturities of not more than 180 days and a published rating of not   
less than A-1 or P-1 (or the equivalent rating), (c) certificates of time       
deposit and bankers' acceptances having maturities of not more than 180 days and
repurchase agreements backed by United States government securities of a        
commercial bank if (i) such bank has a combined capital and surplus of at least 
$500,000,000, or (ii) its debt obligations, or those of a holding company of    
which it is a Subsidiary, are rated not less than A (or the equivalent rating)  
by a nationally recognized investment rating agency, (d) U.S. money market funds
that invest solely in obligations issued or guaranteed by the United States of  
America or an agency thereof, (e) initial capital investments by a Borrower in  
any Foreign Subsidiary or joint venture entered into by such Borrower not to    
exceed $2,500,000 in any such Foreign Subsidiary or joint venture so long as    
prior to and after giving effect to any such investment (i) Borrowers shall have
Undrawn Availability of at least $10,000,000, and (ii) no Default or Event of   
Default shall have occurred and be continuing or would occur as a result        
thereof, and (f) investments in Domestic Subsidiaries and Affiliates of a       
Borrower not to exceed the aggregate amount of $10,000,000 (inclusive of all    
investments made pursuant to clause (e) of this section and all acquisitions    
made pursuant to Section 7.1(a) hereof) in any calendar year so long as prior to
and after giving effect to any such investment (i) Borrowers shall have Undrawn 
Availability of at least $10,000,000 and (ii) no Default or Event of Default    
shall have occurred and be continuing.                                          

         7.5. LOANS. Make advances, loans or extensions of credit to any Person,
including any Parent, Subsidiary or Affiliate except with respect to (a) the    
extension of commercial trade credit in connection with the sale of Inventory in
the Ordinary Course of Business and (b) intercompany loans among US Borrowers so
long as such loans are evidenced by a promissory note and such note is pledged  
and endorsed to Agent.                                                          

7.6. CAPITAL EXPENDITURES. Contract for, purchase or make any 
expenditure or commitments for Capital Expenditures in any Fiscal Year in an    
aggregate amount for all Borrowers in excess of $5,500,000.                     

      7.7. DIVIDENDS. Declare, pay or make any dividend or distribution on
any shares of the common stock or preferred stock of any Borrower (other than   
dividends or distributions payable in its stock, or split-ups or                
reclassifications of its stock) or apply any of its funds, property or assets to
the purchase, redemption or other retirement of any common or preferred stock,  
or of any options to purchase or acquire any such shares of common or preferred 
stock of any Borrower except that (i) Borrowers shall be permitted to make the  
dividends set forth in Section 2.21, (ii) Borrowers shall be permitted to make  
dividends (other than dividends                                                 

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described in clause (i) of this Section 7.7) so long as (a) a notice of         
termination with regard to this Agreement shall not be outstanding, (b) no Event
of Default or Default shall have occurred or would occur as a result thereof,   
(c) the purpose for such dividend shall be as set forth in writing to Agent at  
least ten (10) days prior to such dividend and such dividend shall in fact be   
used for such purpose, (d) EBITDA is in excess of $30,000,000 as of the end of  
the month immediately preceding such dividend payment calculated as of the      
twelve months then ended and calculated assuming that such dividend was made    
during such twelve month period, (e) such dividend was unanimously approved by  
the Board of Directors of Brightstar and (f) immediately after giving effect to 
the payment of such dividend, Borrowers shall have Undrawn Availability of at   
least $10,000,000, and (iii) Brightstar shall be permitted to redeem shares of  
the Purchased Preferred Stock in accordance with the terms thereof as in effect 
on the Closing Date for an aggregate price (together with the amount permitted  
to be paid under Section 7.21 by Brightstar on account of the Subordinated      
Notes) of $30,000,000 payable solely out of the proceeds of the IPO and provided
that the remaining outstanding Purchased Preferred Stock after giving effect to 
such redemption shall be converted to common stock of Brightstar.               

 7.8. INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness (exclusive of trade debt including, without limitation, all        
obligations to Motorola under the Motorola Documents) except in respect of (i)  
Indebtedness to Lenders; (ii) Indebtedness incurred for Capital Expenditures    
permitted under Section 7.6 hereof (which amount shall include Indebtedness for 
Capitalized Lease Obligations included in clause (iv) of this Section); (iii)   
Indebtedness due under the Subordinated Loan Documentation; and (iv)            
Indebtedness not to exceed the aggregate amount of (i) $50,000,000 during the   
period commencing on the Closing Date and ending on the six month anniversary   
thereof and (ii) $30,000,000 at any time thereafter $30,000,000 consisting of   
unsecured lines of credit and Capitalized Lease Obligations (which amount shall 
include all Indebtedness under clause (ii) of this Section).                    

 7.9. NATURE OF BUSINESS. Substantially change the nature of the
business in which it is presently engaged, nor except as specifically permitted 
hereby purchase or invest, directly or indirectly, in any assets or property    
other than in the Ordinary Course of Business for assets or property which are  
useful in, necessary for and are to be used in its business as presently        
conducted.                                                                      

       7.10. TRANSACTIONS WITH AFFILIATES. Directly or indirectly, purchase,
acquire or lease any property from, or sell, transfer or lease any property to, 
or otherwise enter into any transaction or deal with, any Affiliate, except     
transactions disclosed to the Agent, which are in the Ordinary Course of        
Business, on an arm's-length basis on terms and conditions no less favorable    
than terms and conditions which would have been obtainable from a Person other  
than an Affiliate except that Borrowers shall be permitted to make the          
investments set forth in Section 7.4(e) and (f) hereof.                         

      7.11. LEASES. Enter as lessee into any lease arrangement for real or
personal property (unless capitalized and permitted under Section 7.6 hereof) if
after giving effect thereto, aggregate annual rental payments for all leased    
property would exceed $2,500,000 in any one Fiscal Year in the aggregate for all
Borrowers.                                                                      

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7.12. SUBSIDIARIES.                                           

             (a) Form any Domestic Subsidiary unless (i) such Domestic
Subsidiary expressly joins in this Agreement as a borrower or a guarantor and   
becomes jointly and severally liable for the obligations of Borrowers hereunder,
under the Revolving Credit Notes, and under any other agreement between any     
Borrower and Lenders and (ii) Agent shall have received all documents, including
legal opinions, it may reasonably require to establish compliance with each of  
the foregoing conditions, PROVIDED, HOWEVER, that the aggregate amount of the   
annual investment in any such Domestic Subsidiary shall be in compliance with   
Section 7.4(f) hereof and PROVIDED, FURTHER, that Brightstar shall be permitted 
to form a domestic Subsidiary in connection with the Mexican Debt Infusion      
Project and compliance with clauses (i) and (ii) hereof shall not be required so
long as such Subsidiary is a holding company formed solely to acquire the       
capital stock of Brightstar Mexico owned by Brightstar and such Subsidiary is   
thereafter merged with and into Brightstar Mexico.                              

             (b) Nothing set forth in clause (a) of this Section shall
prohibit Borrowers from entering into any partnership, joint venture or similar 
arrangement or forming any Foreign Subsidiary, PROVIDED, HOWEVER, that the      
aggregate amount of the initial investment in any such joint venture, similar   
arrangement or Foreign Subsidiary shall not exceed the amount set forth in      
Section 7.4(e) hereof and shall be in compliance with Section 7.4(f) hereof.    

       7.13. FISCAL YEAR AND ACCOUNTING CHANGES. Change its Fiscal Year from
December 31 or make any change (i) in accounting treatment and reporting        
practices except as required by GAAP or (ii) in tax reporting treatment except  
as required by law.                                                             

         7.14. PLEDGE OF CREDIT. Now or hereafter pledge Agent's or any Lender's
credit on any purchases or for any purpose whatsoever or use any portion of any 
Advance in or for any business other than such Borrower's business as conducted 
on the date of this Agreement.                                                  

         7.15. AMENDMENT OF ARTICLES OF INCORPORATION AND BY-LAWS. Amend, modify
or waive any term or material provision of its Articles of Incorporation or     
By-Laws unless required by law or in connection with the IPO solely to permit   
the occurrence of the IPO.                                                      

        7.16. COMPLIANCE WITH ERISA. (i) (x) Maintain, or permit any member of
the Controlled Group to maintain, or (y) become obligated to contribute, or     
permit any member of the Controlled Group to become obligated to contribute, to 
any Plan, other than those Plans disclosed on SCHEDULE 5.8(D), (ii) engage, or  
permit any member of the Controlled Group to engage, in any non-exempt          
"prohibited transaction", as that term is defined in section 406 of ERISA and   
Section 4975 of the Code, (iii) incur, or permit any member of the Controlled   
Group to incur, any "accumulated funding deficiency", as that term is defined in
Section 302 of ERISA or Section 412 of the Code, (iv) terminate, or permit any  
member of the Controlled Group to terminate, any Plan where such event could    
result in any liability of any Borrower or any member of the Controlled Group or
the imposition of a lien on the property of any Borrower or any member of the   
Controlled Group pursuant to Section 4068 of ERISA, (v) assume, or permit any   
member of the                                                                   

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Controlled Group to assume, any obligation to contribute to any Multiemployer   
Plan not disclosed on Schedule 5.8(d), (vi) incur, or permit any member of the  
Controlled Group to incur, any withdrawal liability to any Multiemployer Plan;  
(vii) fail promptly to notify Agent of the occurrence of any Termination Event, 
(viii) fail to comply, or permit a member of the Controlled Group to fail to    
comply, with the requirements of ERISA or the Code or other applicable laws in  
respect of any Plan, (ix) fail to meet, or permit any member of the Controlled  
Group to fail to meet, all minimum funding requirements under ERISA or the Code 
or postpone or delay or allow any member of the Controlled Group to postpone or 
delay any funding requirement with respect of any Plan.                         

   7.17. PREPAYMENT OF INDEBTEDNESS. Except as permitted pursuant to
Section 7.21 hereof, at any time, directly or indirectly, prepay any            
Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise
acquire any Indebtedness of any Borrower except that Borrowers shall be         
permitted to prepay trade payables (including, without limitation, any          
obligations to Motorola under the Motorola Documents) in order to obtain a      
discount on such payables.                                                      

     7.18. ANTI-TERRORISM LAWS. No Borrower shall, until satisfaction in
full of the Obligations and termination of this Agreement, nor shall it permit  
any Affiliate or agent to:                                                      

            (a) Conduct any business or engage in any transaction or
dealing with any Blocked Person, including the making or receiving any          
contribution of funds, goods or services to or for the benefit of any Blocked   
Person.                                                                         

                (b) Deal in, or otherwise engage in any transaction relating
to, any property or interests in property blocked pursuant to the Executive     
Order No. 13224.                                                                

               (c) Engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to     
violate, any of the prohibitions set forth in the Executive Order No. 13224, the
USA Patriot Act or any other Anti-Terrorism Law. Borrower shall deliver to      
Lenders any certification or other evidence requested from time to time by any  
Lender in its sole discretion, confirming Borrower's compliance with this       
Section.                                                                        

7.19. INTENTIONALLY OMITTED.                                  

         7.20. TRADING WITH THE ENEMY ACT. Engage in any business or activity in
violation of the Trading with the Enemy Act.                                    

    7.21. SUBORDINATED NOTE. At any time, directly or indirectly, pay,
prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on 
account of any principal of, interest on or premium payable in connection with  
the repayment or redemption of the Subordinated Note, except (i) Brightstar     
shall be permitted to prepay, repurchase, redeem, retire or otherwise acquire   
the Subordinated Notes for an aggregate price (together with the amount         
permitted to be paid under Section 7.7 by Brightstar on account of the Purchased
Preferred Stock) not to exceed $30,000,000 payable solely out of the proceeds of
the IPO and (ii) as expressly permitted by the terms of the Subordinated Loan   
Documentation as in effect on the Closing Date.                                 

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      7.22. OTHER AGREEMENTS. Enter into any material amendment, waiver or
modification of the Subordinated Loan Documentation, the Motorola Documents or  
any agreements related to any of the foregoing.                                 

VIII.    CONDITIONS PRECEDENT.                                                  

       8.1. CONDITIONS TO INITIAL ADVANCES. The agreement of Lenders to make
the initial Advances requested to be made on the Closing Date is subject to the 
satisfaction, or waiver by Lenders, immediately prior to or concurrently with   
the making of such Advances, of the following conditions precedent:             

            (a) REVOLVING CREDIT NOTE. Agent shall have received the
Revolving Credit Note duly executed and delivered by an authorized officer of   
each Borrower;                                                                  

            (b) FILINGS, REGISTRATIONS AND RECORDINGS. Each document
(including any Uniform Commercial Code financing statement) required by this    
Agreement, any related agreement or under law or reasonably requested by the    
Agent to be filed, registered or recorded in order to create, in favor of Agent,
a perfected security interest in or lien upon the Collateral shall have been    
properly filed, registered or recorded in each jurisdiction in which the filing,
registration or recordation thereof is so required or requested, and Agent shall
have received an acknowledgment copy, or other evidence satisfactory to it, of  
each such filing, registration or recordation and satisfactory evidence of the  
payment of any necessary fee, tax or expense relating thereto;                  

            (c) CORPORATE PROCEEDINGS OF BORROWERS. Agent shall have
received a copy of the resolutions in form and substance reasonably satisfactory
to Agent, of the Board of Directors of each Borrower authorizing (i) the        
execution, delivery and performance of this Agreement, the Revolving Credit     
Notes, any related agreements (collectively the "DOCUMENTS") and (ii) the       
granting by each Borrower of the security interests in and liens upon the       
Collateral in each case certified by the Secretary or an Assistant Secretary of 
each Borrower as of the Closing Date; and, such certificate shall state that the
resolutions thereby certified have not been amended, modified, revoked or       
rescinded as of the date of such certificate;                                   

              (d) INCUMBENCY CERTIFICATES OF BORROWERS. Agent shall have
received a certificate of the Secretary or an Assistant Secretary of each       
Borrower, dated the Closing Date, as to the incumbency and signature of the     
officers of each Borrower executing this Agreement, the Other Documents, any    
certificate or other documents to be delivered by it pursuant hereto, together  
with evidence of the incumbency of such Secretary or Assistant Secretary;       

             (e) CERTIFICATES. Agent shall have received a copy of the
Articles or Certificate of Incorporation, each Borrower, and all amendments     
thereto, certified by the Secretary of State or other appropriate official of   
its jurisdiction of incorporation together with copies of the By-Laws of each   
Borrower and all agreements of each Borrower's shareholders certified as        
accurate and complete by the Secretary of each Borrower;                        

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                  (f) GOOD STANDING CERTIFICATES. Agent shall have received good
standing certificates for each Borrower dated not more than thirty days prior to
the Closing Date, issued by the Secretary of State or other appropriate official
of each Borrower's jurisdiction of incorporation and each jurisdiction where the
conduct of each Borrower's business activities or the ownership of its          
properties necessitates qualification;                                          

             (g) LEGAL OPINION. Agent shall have received the executed
legal opinion of Kirkpatrick and Lockhart in form and substance satisfactory to 
Agent which shall cover such matters incident to the transactions contemplated  
by this Agreement, the Revolving Credit Notes, the Other Documents and related  
agreements as Agent may reasonably require and each Borrower hereby authorizes  
and directs such counsel to deliver such opinions to Agent and Lenders;         

          (h) NO LITIGATION. (i) No litigation, investigation or
proceeding before or by any arbitrator or Governmental Body shall be continuing 
or threatened against any Borrower or against the officers or directors of any  
Borrower (A) in connection with this Agreement, the Other Documents, the        
Subordinated Loan Documents or any of the transactions contemplated thereby and 
which, in the reasonable opinion of Agent, is deemed material or (B) which      
could, in the reasonable opinion of Agent, have a Material Adverse Effect on any
Borrower; and (ii) no injunction, writ, restraining order or other order of any 
nature materially adverse to any Borrower or the conduct of its business or     
inconsistent with the due consummation of the Transactions shall have been      
issued by any Governmental Body;                                                

          (i) FINANCIAL CONDITION CERTIFICATES. Agent shall have
received an executed Financial Condition Certificate in the form of EXHIBIT     
8.1(K);                                                                         

          (j) COLLATERAL EXAMINATION. Agent shall have completed
Collateral examinations and received appraisals, the results of which shall be  
satisfactory in form and substance to Lenders, of the Receivables, Inventory and
General Intangibles of each Borrower and all books and records in connection    
therewith and Agent shall have obtained satisfactory trade references. In       
furtherance of the foregoing, Agent shall have performed due diligence on       
Receivables due from Customers outside of the United States, including, without 
limitation, the arrangement between TelCel and Borrowers with respect to        
unsecured loans incurred or to be incurred by Borrowers;                        

                 (k) FEES. Agent shall have received all fees payable to Agent
and Lenders on or prior to the Closing Date hereunder, including pursuant to    
Article III hereof;                                                             

                 (l) FINANCIAL STATEMENTS. Agent shall have received a copy of
the March Financial Statements, the audited Financial Statements and Projections
which shall be satisfactory in all respects to Lenders and such March Financial 
Statements shall not materially differ from the internally prepared statements  
provided to Agent prior to the Closing Date. Additionally, Agent shall have     
received and be satisfied with the accrued expense account of Borrowers on a    
combined basis as of March 31, 2004;                                            

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                 (m) INTERCREDITOR AGREEMENT. Agent shall have entered into an
Intercreditor Agreement with Motorola, Brightstar, Brightstar US and Brightstar 
PR and which shall set forth the basis upon which Motorola may exercise remedies
against the Collateral in which it has a second priority lien therein;          

                  (n) INSURANCE. Agent shall have received in form and substance
satisfactory to Agent, certified copies of Borrowers' casualty insurance        
policies, together with loss payable endorsements on Agent's standard form of   
loss payee endorsement naming Agent as loss payee, and certified copies of      
Borrowers' liability insurance policies, together with endorsements naming Agent
as a co-insured;                                                                

               (o) PAYMENT INSTRUCTIONS. Agent shall have received written
instructions from Borrowers directing the application of proceeds of the initial
Advances made pursuant to this Agreement;                                       

                 (p) BLOCKED ACCOUNTS. Agent shall have received duly executed
agreements establishing the Blocked Accounts or Depository Accounts with        
financial institutions acceptable to Agent for the collection or servicing of   
the Receivables and proceeds of the Collateral;                                 

                (q) CONSENTS. Agent shall have received any and all Consents
necessary to permit the effectuation of the transactions contemplated by this   
Agreement and the Other Documents; and, Agent shall have received such Consents 
and waivers of such third parties as might assert claims with respect to the    
Collateral, as Agent and its counsel shall deem necessary;                      

                (r) NO ADVERSE MATERIAL CHANGE. (i) since December 31, 2003,
there shall not have occurred any event, condition or state of facts which could
reasonably be expected to have a Material Adverse Effect and (ii) no            
representations made or information supplied to Agent or Lenders shall have been
proven to be inaccurate or misleading in any material respect;                  

                 (s) LEASEHOLD AGREEMENTS. Agent shall have received landlord,
mortgagee or warehouseman agreements satisfactory to Agent with respect to all  
premises leased by Borrowers at which Inventory and books and records are       
located;                                                                        

                  (t) THIRD PARTY DOCUMENTATION. Agent shall have received final
executed copies of the Motorola Documents and the Subordinated Loan             
Documentation (including an amendment thereto pursuant to which the amount of   
the "Senior Obligations" and the "Guarantor Senior Obligations" defined therein 
is increased to at least $100,000,000) which shall contain terms and provisions,
including subordination terms, satisfactory to Agent;                           

               (u) OTHER DOCUMENTS. Agent shall have received the executed
Other Documents, all in form and substance satisfactory to Agent;               

               (v) CONTRACT REVIEW. Agent shall have reviewed all material
contracts of Borrowers including leases, union contracts, labor contracts,      
vendor supply contracts, license agreements, distributorship agreements and     
warranty and employment agreements and such contracts and agreements shall be   
satisfactory in all respects to Agent;                                          

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                (w) CLOSING CERTIFICATE. Agent shall have received a closing
certificate signed by the Chief Financial Officer of each Borrower dated as of  
the date hereof, stating that (i) all representations and warranties set forth  
in this Agreement and the Other Documents are true and correct on and as of such
date, (ii) Borrowers are on such date in compliance with all the terms and      
provisions set forth in this Agreement and the Other Documents and (iii) on such
date no Default or Event of Default has occurred or is continuing;              

               (x) BORROWING BASE. Agent shall have received evidence from
Borrowers that the aggregate amount of Eligible Receivables, Eligible Foreign   
Receivables, Eligible Insured Foreign Receivables and Eligible Inventory is     
sufficient in value and amount to support Advances in the amount requested by   
Borrowers on the Closing Date;                                                  

                (y) UNDRAWN AVAILABILITY. After giving effect to the initial
Advances hereunder, Borrowers shall have Undrawn Availability of at least       
$10,000,000;                                                                    

                 (z) COMPLIANCE WITH LAWS. Agent shall be reasonably satisfied
that each Borrower is in compliance with all pertinent federal, state, local or 
territorial regulations, including those with respect to the Federal            
Occupational Safety and Health Act, the Environmental Protection Act, ERISA and 
the Trading with the Enemy Act; and                                             

            (aa) OTHER. All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the           
Transactions shall be satisfactory in form and substance to Agent and its       
counsel.                                                                        

       8.2. CONDITIONS TO EACH ADVANCE. The agreement of Lenders to make any
Advance requested to be made on any date (including the initial Advance), is    
subject to the satisfaction of the following conditions precedent as of the date
such Advance is made:                                                           

   (a) REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties made by any Borrower in or pursuant to this      
Agreement, the Other Documents and any related agreements to which it is a      
party, and each of the representations and warranties contained in any          
certificate, document or financial or other statement furnished at any time     
under or in connection with this Agreement, the Other Documents or any related  
agreement shall be true and correct in all material respects on and as of such  
date as if made on and as of such date;                                         

             (b) NO DEFAULT. No Event of Default or Default shall have
occurred and be continuing on such date, or would exist after giving effect to  
the Advances requested to be made, on such date and, in the case of the initial 
Advance, after giving effect to the consummation of the transactions            
contemplated by the Acquisition Agreement; provided, however that Agent, in its 
sole discretion, may continue to make Advances notwithstanding the existence of 
an Event of Default or Default and that any Advances so made shall not be deemed
a waiver of any such Event of Default or Default; and                           

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            (c) MAXIMUM ADVANCES. In the case of any type of Advance
requested to be made, after giving effect thereto, the aggregate amount of such 
type of Advance shall not exceed the maximum amount of such type of Advance     
permitted under this Agreement.                                                 

Each request for an Advance by any Borrower hereunder shall constitute a        
representation and warranty by each Borrower as of the date of such Advance that
the conditions contained in this subsection shall have been satisfied.          

IX.      INFORMATION AS TO BORROWERS.                                           

        Each Borrower shall, until satisfaction in full of the Obligations and
the termination of this Agreement:                                              

         9.1. DISCLOSURE OF MATERIAL MATTERS. Immediately upon learning thereof,
report to Agent all matters materially affecting the value, enforceability or   
collectibility of any portion of the Collateral, including any Borrower's       
reclamation or repossession of, or the return to any Borrower of, a material    
amount of goods or claims or disputes asserted by any Customer or other obligor.

        9.2. SCHEDULES. Deliver to Agent on or before the fifteenth (15th) day
of each month as and for the prior month (a) accounts receivable ageings        
inclusive of reconciliations to the general ledger, (b) accounts payable        
schedules inclusive of reconciliations to the general ledger and (c) Inventory  
reports, PROVIDED, however, that if Average Undrawn Availability is less than   
$10,000,000 with respect to any calendar month, Borrowers shall be required to  
report sales, cash remittances and credits on Friday of each week as and for the
week ending on the close of business on the immediately preceding Thursday.     
Additionally, Borrowers shall deliver to Agent on Friday of each week as and for
the week ending on the close of business on the immediately preceding Thursday, 
a Borrowing Base Certificate in form and substance satisfactory to Agent (which 
shall be calculated as of the last day of the prior week and which shall not be 
binding upon Agent or restrictive of Agent's rights under this Agreement). In   
addition, each Borrower will deliver to Agent at such intervals as Agent may    
require: (i) confirmatory assignment schedules, (ii) copies of Customer's       
invoices, (iii) evidence of shipment or delivery, and (iv) such further         
schedules, documents and/or information regarding the Collateral as Agent may   
require including trial balances and test verifications. Agent shall have the   
right to confirm and verify all Receivables by any manner and through any medium
it considers advisable and do whatever it may deem reasonably necessary to      
protect its interests hereunder. The items to be provided under this Section are
to be in form satisfactory to Agent and executed by each Borrower and delivered 
to Agent from time to time solely for Agent's convenience in maintaining records
of the Collateral, and any Borrower's failure to deliver any of such items to   
Agent shall not affect, terminate, modify or otherwise limit Agent's Lien with  
respect to the Collateral.                                                      

  9.3. ENVIRONMENTAL REPORTS. Furnish Agent, concurrently with the
delivery of the financial statements referred to in Sections 9.7 and 9.8, with a
certificate signed by the President of each Borrower stating, to the best of his
knowledge, that each Borrower is in compliance in all                           

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material respects with all federal, state and local Environmental Laws. To the  
extent any Borrower is not in compliance with the foregoing laws, the           
certificate shall set forth with specificity all areas of non-compliance and the
proposed action such Borrower will implement in order to achieve full           
compliance.                                                                     

 9.4. LITIGATION. Promptly notify Agent in writing of any claim,
litigation, suit or administrative proceeding affecting any Borrower, whether or
not the claim is covered by insurance, and of any litigation, suit or           
administrative proceeding, which in any such case affects the Collateral or     
which could reasonably be expected to have a Material Adverse Effect on any     
Borrower.                                                                       

      9.5. MATERIAL OCCURRENCES. Promptly notify Agent in writing upon the
occurrence of (a) any Event of Default or Default; (b) any event of default     
under the Subordinated Loan Documentation; (c) any event which with the giving  
of notice or lapse of time, or both, would constitute an event of default under 
the Subordinated Loan Documentation or the Motorola Security Documents; (d) any 
event, development or circumstance whereby any financial statements or other    
reports furnished to Agent fail in any material respect to present fairly, in   
accordance with GAAP consistently applied, the financial condition or operating 
results of any Borrower as of the date of such statements; (e) any accumulated  
retirement plan funding deficiency which, if such deficiency continued for two  
plan years and was not corrected as provided in Section 4971 of the Code, could 
subject any Borrower to a tax imposed by Section 4971 of the Code; (f) each and 
every default by any Borrower which might result in the acceleration of the     
maturity of any Indebtedness, including the names and addresses of the holders  
of such Indebtedness with respect to which there is a default existing or with  
respect to which the maturity has been or could be accelerated, and the amount  
of such Indebtedness; and (g) any other development in the business or affairs  
of any Borrower which could reasonably be expected to have a Material Adverse   
Effect; in each case describing the nature thereof and the action Borrowers     
propose to take with respect thereto.                                           

     9.6. GOVERNMENT RECEIVABLES. Notify Agent immediately if any of its
Receivables arise out of contracts between any Borrower and the United States,  
any state, or any department, agency or instrumentality of any of them.         

    9.7. ANNUAL FINANCIAL STATEMENTS. Furnish Agent and Lenders within
ninety (90) days after the end of each Fiscal Year of Borrowers, financial      
statements of Borrowers on a consolidating and consolidated basis including, but
not limited to, statements of income and stockholders' equity and cash flow from
the beginning of the current Fiscal Year to the end of such Fiscal Year and the 
balance sheet as at the end of such Fiscal Year, all prepared in accordance with
GAAP applied on a basis consistent with prior practices, and in reasonable      
detail and reported upon without qualification by an independent certified      
public accounting firm selected by Borrowers and satisfactory to Agent (the     
"ACCOUNTANTS"). The report of the Accountants shall be accompanied by a         
statement of the Accountants certifying that (i) they have caused this Agreement
to be reviewed, (ii) in making the examination upon which such report was based 
either no information came to their attention which to their knowledge          
constituted an Event of Default or a Default under this Agreement or any related
agreement or, if such information came to their attention, specifying any such  
Default or Event of Default, its nature,                                        

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when it occurred and whether it is continuing, and such report shall contain or 
have appended thereto calculations which set forth Borrowers' compliance with   
the requirements or restrictions imposed by Sections 6.5, 7.4, 7.5, 7.6, 7.7,   
7.8 and 7.11 hereof. In addition, the reports shall be accompanied by a         
Compliance Certificate.                                                         

     9.8. MONTHLY FINANCIAL STATEMENTS. Furnish Agent and Lenders within
thirty (30) days after the end of each month, an unaudited balance sheet of     
Borrowers on a consolidated and consolidating basis and unaudited statements of 
income and stockholders' equity and cash flow of Borrowers on a consolidated and
consolidating basis reflecting results of operations from the beginning of the  
Fiscal Year to the end of such month and for such month, prepared on a basis    
consistent with prior practices and complete and correct in all material        
respects, subject to normal and recurring year end adjustments that individually
and in the aggregate are not material to Borrowers' business. The reports shall 
be accompanied by a Compliance Certificate.                                     

    9.9. OTHER REPORTS. Furnish Agent as soon as available, but in any
event within ten (10) days after the issuance thereof, (i) with copies of such  
financial statements, reports and returns as each Borrower shall send to its    
stockholders and (ii) copies of all notices, reports, financial statements and  
other materials sent pursuant to the Subordinated Loan Documentation.           

  9.10. ADDITIONAL INFORMATION. Furnish Agent with such additional
information as Agent shall reasonably request in order to enable Agent to       
determine whether the terms, covenants, provisions and conditions of this       
Agreement and the Revolving Credit Notes have been complied with by Borrowers   
including, without the necessity of any request by Agent, (a) copies of all     
environmental audits and reviews, (b) at least thirty (30) days prior thereto,  
notice of any Borrower's opening of any new office or place of business or any  
Borrower's closing of any existing office or place of business, and (c) promptly
upon any Borrower's learning thereof, notice of any labor dispute to which any  
Borrower may become a party, any strikes or walkouts relating to any of its     
plants or other facilities, and the expiration of any labor contract to which   
any Borrower is a party or by which any Borrower is bound.                      

       9.11. PROJECTED OPERATING BUDGET. Furnish Agent and Lenders, for each
Fiscal Year no later than February 15 of such Fiscal Year commencing with Fiscal
Year 2005, a month by month projected operating budget and cash flow of         
Borrowers on a consolidated and consolidating basis for such Fiscal Year        
(including an income statement for each month and a balance sheet as at the end 
of the last month in each fiscal quarter), such projections to be accompanied by
a certificate signed by the President or Chief Financial Officer of each        
Borrower to the effect that such projections have been prepared on the basis of 
sound financial planning practice consistent with past budgets and financial    
statements and that such officer has no reason to question the reasonableness of
any material assumptions on which such projections were prepared.               

         9.12. VARIANCES FROM OPERATING BUDGET. Furnish Agent, concurrently with
the delivery of the financial statements referred to in Section 9.7 and each    
quarterly report, a written report summarizing all material variances from      
budgets submitted by Borrowers pursuant to Section 9.11 and a discussion and    
analysis by management with respect to such variances.                          

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  9.13. NOTICE OF SUITS, ADVERSE EVENTS. Furnish Agent with prompt
written notice of (i) any lapse or other termination of any Consent issued to   
any Borrower by any Governmental Body or any other Person that is material to   
the operation of any Borrower's business, (ii) any refusal by any Governmental  
Body or any other Person to renew or extend any such Consent; and (iii) copies  
of any periodic or special reports filed by any Borrower with any Governmental  
Body or Person, if such reports indicate any material change in the business,   
operations, affairs or condition of any Borrower, or if copies thereof are      
requested by Lender, and (iv) copies of any material notices and other          
communications from any Governmental Body or Person which specifically relate to
any Borrower.                                                                   

        9.14. ERISA NOTICES AND REQUESTS. Furnish Agent with immediate written
notice in the event that (i) any Borrower or any member of the Controlled Group 
knows or has reason to know that a Termination Event has occurred, together with
a written statement describing such Termination Event and the action, if any,   
which such Borrower or any member of the Controlled Group has taken, is taking, 
or proposes to take with respect thereto and, when known, any action taken or   
threatened by the Internal Revenue Service, Department of Labor or PBGC with    
respect thereto, (ii) any Borrower or any member of the Controlled Group knows  
or has reason to know that a prohibited transaction (as defined in Sections 406 
of ERISA and 4975 of the Code) has occurred together with a written statement   
describing such transaction and the action which such Borrower or any member of 
the Controlled Group has taken, is taking or proposes to take with respect      
thereto, (iii) a funding waiver request has been filed with respect to any Plan 
together with all communications received by any Borrower or any member of the  
Controlled Group with respect to such request, (iv) any increase in the benefits
of any existing Plan or the establishment of any new Plan or the commencement of
contributions to any Plan to which any Borrower or any member of the Controlled 
Group was not previously contributing shall occur, (v) any Borrower or any      
member of the Controlled Group shall receive from the PBGC a notice of intention
to terminate a Plan or to have a trustee appointed to administer a Plan,        
together with copies of each such notice, (vi) any Borrower or any member of the
Controlled Group shall receive any favorable or unfavorable determination letter
from the Internal Revenue Service regarding the qualification of a Plan under   
Section 401(a) of the Code, together with copies of each such letter; (vii) any 
Borrower or any member of the Controlled Group shall receive a notice regarding 
the imposition of withdrawal liability, together with copies of each such       
notice; (viii) any Borrower or any member of the Controlled Group shall fail to 
make a required installment or any other required payment under Section 412 of  
the Code on or before the due date for such installment or payment; (ix) any    
Borrower or any member of the Controlled Group knows that (a) a Multiemployer   
Plan has been terminated, (b) the administrator or plan sponsor of a            
Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC   
has instituted or will institute proceedings under Section 4042 of ERISA to     
terminate a Multiemployer Plan.                                                 

         9.15. TAX SHELTER PROVISIONS. Furnish Agent promptly after any Borrower
determines that it intends to treat any of the Advances or related transactions 
as being a "reportable transaction" as provided in Section 6.9 with             

(1) a written notice of such intention to the Agent; and      

   (2) a duly completed copy of IRS Form 8886 or any successor form.

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         9.16. ADDITIONAL DOCUMENTS. Execute and deliver to Agent, upon request,
such documents and agreements as Agent may, from time to time, reasonably       
request to carry out the purposes, terms or conditions of this Agreement.       

      9.17. ELIGIBLE FOREIGN RECEIVABLES. Provide Agent with prior written
notice of its intention to obtain credit insurance (including any Ex-Im Bank    
guaranty) on any Eligible Foreign Receivables.                                  

X.       EVENTS OF DEFAULT.                                                     

 The occurrence of any one or more of the following events shall
constitute an "Event of Default":                                               

       10.1. failure by any Borrower to pay any principal or interest on the
Obligations when due, whether at maturity or by reason of acceleration pursuant 
to the terms of this Agreement or by notice of intention to prepay, or by       
required prepayment or failure to pay any other liabilities or make any other   
payment, fee or charge provided for herein when due or in any Other Document;   

 10.2. any representation or warranty made or deemed made by any
Borrower in this Agreement, any Other Document or any related agreement or in   
any certificate, document or financial or other statement furnished at any time 
in connection herewith or therewith shall prove to have been misleading in any  
material respect on the date when made or deemed to have been made;             

         10.3. failure by any Borrower to (i) furnish financial information when
due or when requested which is unremedied for a period of five (5) days with    
respect to all weekly reporting and fifteen (15) days with respect to all other 
reporting, or (ii) permit the inspection of its books or records;               

     10.4. issuance of a notice of Lien, levy, assessment, injunction or
attachment against any Borrower's Inventory or Receivables or against a material
portion of any Borrower's other property which is not stayed or lifted within   
thirty (30) days;                                                               

   10.5. except as otherwise provided for in Sections 10.1, 10.3 and
10.5(ii), (i) failure or neglect of any Borrower to perform, keep or observe any
term, provision, condition or covenant, contained in Sections 4.2, 4.3, 4.4,    
4.5, 4.6, 4.9, 4.10, 4.11, 4.15(h), 6.5 or Article VII, or (ii) failure or      
neglect of any Borrower to perform, keep or observe any other term, provision,  
condition, covenant herein contained, or contained in any Other Document or any 
other agreement or arrangement, now or hereafter entered into between any       
Borrower and Agent or any Lender (to the extent such breach is not otherwise    
embodied in any other provision of this Article X for which a different grace or
cure period is specified or which would constitute an immediate Event of Default
under this Agreement or any Other Document), which is not cured within thirty   
(30) days from the occurrence of such failure or neglect;                       

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       10.6. any judgment or judgments are rendered against any Borrower for
an aggregate amount in excess of $1,000,000 and (i) enforcement proceedings     
shall have been commenced by a creditor upon such judgment, (ii) there shall be 
any period of thirty (30) consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, shall not be in      
effect, or (iii) any such judgment results in the creation of a Lien upon any of
the Collateral (other than a Permitted Encumbrance);                            

  10.7. any Borrower shall (i) apply for, consent to or suffer the
appointment of, or the taking of possession by, a receiver, custodian, trustee, 
liquidator or similar fiduciary of itself or of all or a substantial part of its
property, (ii) make a general assignment for the benefit of creditors, (iii)    
commence a voluntary case under any state or federal bankruptcy laws (as now or 
hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a   
petition seeking to take advantage of any other law providing for the relief of 
debtors, (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, 
any petition filed against it in any involuntary case under such bankruptcy     
laws, or (vii) take any action for the purpose of effecting any of the          
foregoing;                                                                      

10.8. any Borrower shall admit in writing its inability, or be
generally unable, to pay its debts as they become due or cease operations of its
present business;                                                               

10.9. any Affiliate (other than an Investor Affiliate) or any 
Subsidiary of any Borrower, shall (i) apply for, consent to or suffer the       
appointment of, or the taking of possession by, a receiver, custodian, trustee, 
liquidator or similar fiduciary of itself or of all or a substantial part of its
property, (ii) admit in writing its inability, or be generally unable, to pay   
its debts as they become due or cease operations of its present business, (iii) 
make a general assignment for the benefit of creditors, (iv) commence a         
voluntary case under any state or federal bankruptcy laws (as now or hereafter  
in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition    
seeking to take advantage of any other law providing for the relief of debtors, 
(vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any     
petition filed against it in any involuntary case under such bankruptcy laws, or
(viii) take any action for the purpose of effecting any of the foregoing;       

        10.10. any change in any Borrower's results of operations or condition
(financial or otherwise) which in Agent's opinion has a Material Adverse Effect;

       10.11. any Lien created hereunder or provided for hereby or under any
related agreement for any reason ceases to be or is not a valid and perfected   
Lien having a first priority interest;                                          

         10.12. (a) an event of default has occurred and been declared under the
Subordinated Loan Documentation, which default shall not have been cured or     
waived within any applicable grace period or (b) Motorola has provided any      
Borrower with notice of the termination of any Motorola Distribution Agreement  
or any Motorola Distribution Agreement is terminated or any amendments,         
modifications or revisions are made to the Motorola Documents which in Agent's  
opinion has a Material Adverse Effect;                                          

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     10.13. a default of the obligations of any Borrower under any other
agreement to which it is a party shall occur which could reasonably be expected 
to result in a Material Adverse Effect which default is not cured within any    
applicable grace period;                                                        

10.14. any Change of Control shall occur;                     

       10.15. any material provision of this Agreement or any Other Document
shall, for any reason, cease to be valid and binding on Borrower, or any        
Borrower shall so claim in writing to Agent or any Lender;                      

       10.16. (i) any Governmental Body shall (A) revoke, terminate, suspend
or adversely modify any license, permit, patent trademark or tradename of any   
Borrower or (B) commence proceedings to suspend, revoke, terminate or adversely 
modify any such license, permit, trademark, tradename or patent and such        
proceedings shall not be dismissed or discharged within sixty (60) days, or (c) 
schedule or conduct a hearing on the renewal of any license, permit, trademark, 
tradename or patent necessary for the continuation of any Borrower's business   
and the staff of such Governmental Body issues a report recommending the        
termination, revocation, suspension or material, adverse modification of such   
license, permit, trademark, tradename or patent; (ii) any agreement which is    
necessary or material to the operation of any Borrower's business shall be      
revoked or terminated and not replaced by a substitute acceptable to Agent      
within thirty (30) days after the date of such revocation or termination, and   
such revocation or termination and non-replacement would reasonably be expected 
to have a Material Adverse Effect on any Borrower;                              

       10.17. any portion of the Collateral in excess of $1,000,000 shall be
seized or taken by a Governmental Body, or any Borrower or the title and rights 
of any Borrower or any Original Owner which is the owner of any material portion
of the Collateral shall have become the subject matter of claim, litigation,    
suit or other proceeding which might, in the opinion of Agent, upon final       
determination, result in impairment or loss of the security provided by this    
Agreement or the Other Documents;                                               

        10.18. any event of default has occurred under any Motorola Documents;
or                                                                              

        10.19. an event or condition specified in Sections 7.16 or 9.14 hereof
shall occur or exist with respect to any Plan and, as a result of such event or 
condition, together with all other such events or conditions, any Borrower or   
any member of the Controlled Group shall incur, or in the opinion of Agent be   
reasonably likely to incur, a liability to a Plan or the PBGC (or both) which,  
in the reasonable judgment of Agent, would have a Material Adverse Effect on any
Borrower.                                                                       

XI.      LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT.                            

       11.1. RIGHTS AND REMEDIES. (a) Upon the occurrence of (i) an Event of
Default pursuant to Section 10.7 all Obligations shall be immediately due and   
payable and this Agreement and the obligation of Lenders to make Advances shall 
be deemed terminated; and, (ii) any of the other Events of Default and at any   
time thereafter (such default not having                                        

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previously been cured), at the option of Required Lenders all Obligations shall 
be immediately due and payable and Lenders shall have the right to terminate    
this Agreement and to terminate the obligation of Lenders to make Advances and  
(iii) a filing of a petition against any Borrower in any involuntary case under 
any state or federal bankruptcy laws, all Obligations shall be immediately due  
and payable and the obligation of Lenders to make Advances hereunder shall be   
terminated other than as may be required by an appropriate order of the         
bankruptcy court having jurisdiction over such Borrower. Upon the occurrence and
during the continuation of any Event of Default, Agent shall have the right to  
exercise any and all rights and remedies provided for herein, under the Other   
Documents, under the Uniform Commercial Code and at law or equity generally,    
including the right to foreclose the security interests granted herein and to   
realize upon any Collateral by any available judicial procedure and/or to take  
possession of and sell any or all of the Collateral with or without judicial    
process. Agent may enter any of any Borrower's premises or other premises       
without legal process and without incurring liability to any Borrower therefor, 
and Agent may thereupon, or at any time thereafter, in its discretion without   
notice or demand, take the Collateral and remove the same to such place as Agent
may deem advisable and Agent may require Borrowers to make the Collateral       
available to Agent at a convenient place. With or without having the Collateral 
at the time or place of sale, Agent may sell the Collateral, or any part        
thereof, at public or private sale, at any time or place, in one or more sales, 
at such price or prices, and upon such terms, either for cash, credit or future 
delivery, as Agent may elect. Except as to that part of the Collateral which is 
perishable or threatens to decline speedily in value or is of a type customarily
sold on a recognized market, Agent shall give Borrowers reasonable notification 
of such sale or sales, it being agreed that in all events written notice mailed 
to Borrowers at least ten (10) days prior to such sale or sales is reasonable   
notification. At any public sale Agent or any Lender may bid for and become the 
purchaser, and Agent, any Lender or any other purchaser at any such sale        
thereafter shall hold the Collateral sold absolutely free from any claim or     
right of whatsoever kind, including any equity of redemption and all such       
claims, rights and equities are hereby expressly waived and released by each    
Borrower. In connection with the exercise of the foregoing remedies, including  
the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, 
nonexclusive license and Agent is granted permission to use all of each         
Borrower's (a) trademarks, trade styles, trade names, patents, patent           
applications, copyrights, service marks, licenses, franchises and other         
proprietary rights which are used or useful in connection with Inventory for the
purpose of marketing, advertising for sale and selling or otherwise disposing of
such Inventory and (b) Equipment for the purpose of completing the manufacture  
of unfinished goods. The cash proceeds realized from the sale of any Collateral 
shall be applied to the Obligations in the order set forth in Section 11.5      
hereof. Noncash proceeds will only be applied to the Obligations as they are    
converted into cash. If any deficiency shall arise, Borrowers shall remain      
liable to Agent and Lenders therefor.                                           

               (b) To the extent that applicable law imposes duties on the
Agent to exercise remedies in a commercially reasonable manner, each Borrower   
acknowledges and agrees that it is not commercially unreasonable for the Agent  
(i) to fail to incur expenses reasonably deemed significant by the Agent to     
prepare Collateral for disposition or otherwise to complete raw material or work
in process into finished goods or other finished products for disposition, (ii) 
to fail to obtain third party consents for access to Collateral to be disposed  
of, or to obtain or, if not required by other law, to fail to obtain            
governmental or third party consents for the collection or                      

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disposition of Collateral to be collected or disposed of, (iii) to fail to      
exercise collection remedies against Customers or other Persons obligated on    
Collateral or to remove Liens on or any adverse claims against Collateral, (iv) 
to exercise collection remedies against Customers and other Persons obligated on
Collateral directly or through the use of collection agencies and other         
collection specialists, (v) to advertise dispositions of Collateral through     
publications or media of general circulation, whether or not the Collateral is  
of a specialized nature, (vi) to contact other Persons, whether or not in the   
same business as any Borrower, for expressions of interest in acquiring all or  
any portion of such Collateral, (vii) to hire one or more professional          
auctioneers to assist in the disposition of Collateral, whether or not the      
Collateral is of a specialized nature, (viii) to dispose of Collateral by       
utilizing internet sites that provide for the auction of assets of the types    
included in the Collateral or that have the reasonable capacity of doing so, or 
that match buyers and sellers of assets, (ix) to dispose of assets in wholesale 
rather than retail markets, (x) to disclaim disposition warranties, such as     
title, possession or quiet enjoyment, (xi) to purchase insurance or credit      
enhancements to insure the Agent against risks of loss, collection or           
disposition of Collateral or to provide to the Agent a guaranteed return from   
the collection or disposition of Collateral, or (xii) to the extent deemed      
appropriate by the Agent, to obtain the services of other brokers, investment   
bankers, consultants and other professionals to assist the Agent in the         
collection or disposition of any of the Collateral. Each Borrower acknowledges  
that the purpose of this Section 11.1(b) is to provide non-exhaustive           
indications of what actions or omissions by the Agent would not be commercially 
unreasonable in the Agent's exercise of remedies against the Collateral and that
other actions or omissions by the Agent shall not be deemed commercially        
unreasonable solely on account of not being indicated in this Section 11.1(b).  
Without limitation upon the foregoing, nothing contained in this Section11.1(b) 
shall be construed to grant any rights to any Borrower or to impose any duties  
on Agent that would not have been granted or imposed by this Agreement or by    
applicable law in the absence of this Section 11.1(b).                          

  11.2. AGENT'S DISCRETION. Agent shall have the right in its sole
discretion to determine which rights, Liens, security interests or remedies     
Agent may at any time pursue, relinquish, subordinate, or modify or to take any 
other action with respect thereto and such determination will not in any way    
modify or affect any of Agent's or Lenders' rights hereunder.                   

         11.3. SETOFF. Subject to Section 14.12, in addition to any other rights
which Agent or any Lender may have under applicable law, upon the occurrence of 
an Event of Default hereunder, Agent and such Lender shall have a right,        
immediately and without notice of any kind, to apply any Borrower's property    
held by Agent and such Lender to reduce the Obligations.                        

 11.4. RIGHTS AND REMEDIES NOT EXCLUSIVE. The enumeration of the
foregoing rights and remedies is not intended to be exhaustive and the exercise 
of any rights or remedy shall not preclude the exercise of any other right or   
remedies provided for herein or otherwise provided by law, all of which shall be
cumulative and not alternative.                                                 

      11.5. ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT. Notwithstanding
any other provisions of this Agreement to the contrary, after the occurrence and
during the continuance of an Event of Default, all amounts collected or received
by the Agent on account of the                                                  

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Obligations or any other amounts outstanding under any of the Other Documents or
in respect of the Collateral shall be paid over or delivered as follows:        

 FIRST, to the payment of all reasonable out-of-pocket costs and
expenses (including reasonable attorneys' fees) of the Agent in connection with 
enforcing its rights and the rights of the Lenders under this Agreement and the 
Other Documents and any protective advances made by the Agent with respect to   
the Collateral under or pursuant to the terms of this Document;                 

SECOND, to payment of any fees owed to the Agent;             

 THIRD, to the payment of all reasonable out-of-pocket costs and
expenses (including reasonable attorneys' fees) of each of the Lenders in       
connection with enforcing its rights under this Agreement and the Other         
Documents or otherwise with respect to the Obligations owing to such Lender;    

        FOURTH, to the payment of all of the Obligations consisting of accrued
fees and interest;                                                              

  FIFTH, to the payment of the outstanding principal amount of the
Obligations (including the payment or cash collateralization of any outstanding 
Letters of Credit);                                                             

        SIXTH, to all other Obligations and other obligations which shall have
become due and payable under the Other Documents or otherwise and not repaid    
pursuant to clauses "FIRST" through "FIFTH" above; and                          

   SEVENTH, to the payment of the surplus, if any, to whoever may be
lawfully entitled to receive such surplus.                                      

In carrying out the foregoing, (i) amounts received shall be applied in the     
numerical order provided until exhausted prior to application to the next       
succeeding category; (ii) each of the Lenders shall receive (so long as it is   
not a Defaulting Lender) an amount equal to its pro rata share (based on the    
proportion that the then outstanding Advances held by such Lender bears to the  
aggregate then outstanding Advances) of amounts available to be applied pursuant
to clauses "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any
amounts available for distribution pursuant to clause "FIFTH" above are         
attributable to the issued but undrawn amount of outstanding Letters of Credit, 
such amounts shall be held by the Agent in a cash collateral account and applied
(A) first, to reimburse the Issuer from time to time for any drawings under such
Letters of Credit and (B) then, following the expiration of all Letters of      
Credit, to all other obligations of the types described in clauses "FIFTH" and  
"SIXTH" above in the manner provided in this Section 11.5.                      

XII.     WAIVERS AND JUDICIAL PROCEEDINGS.                                      

12.1. WAIVER OF NOTICE. Each Borrower hereby waives notice of 
non-payment of any of the Receivables, demand, presentment, protest and notice  
thereof with respect to any and all                                             

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instruments, notice of acceptance hereof, notice of loans or advances made,     
credit extended, Collateral received or delivered, or any other action taken in 
reliance hereon, and all other demands and notices of any description, except   
such as are expressly provided for herein.                                      

      12.2. DELAY. No delay or omission on Agent's or any Lender's part in
exercising any right, remedy or option shall operate as a waiver of such or any 
other right, remedy or option or of any Default or Event of Default.            

         12.3. JURY WAIVER. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)  
ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT     
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH  
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM   
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT   
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER  
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT   
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT     
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL 
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE 
CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.   

XIII.    EFFECTIVE DATE AND TERMINATION.                                        

     13.1. TERM. This Agreement, which shall inure to the benefit of and
shall be binding upon the respective successors and permitted assigns of each   
Borrower, Agent and each Lender, shall become effective on the date hereof and  
shall continue in full force and effect until October 21, 2008 (the "TERM")     
unless sooner terminated as herein provided. Borrowers may terminate this       
Agreement at any time upon ninety (90) days' prior written notice upon payment  
in full of the Obligations.                                                     

      13.2. TERMINATION. The termination of the Agreement shall not affect
any Borrower's, Agent's or any Lender's rights, or any of the Obligations having
their inception prior to the effective date of such termination, and the        
provisions hereof shall continue to be fully operative until all transactions   
entered into, rights or interests created or Obligations have been fully and    
indefeasibly paid, disposed of, concluded or liquidated. The security interests,
Liens and rights granted to Agent and Lenders hereunder and the financing       
statements filed hereunder shall continue in full force and effect,             
notwithstanding the termination of this Agreement or the fact that Borrowers'   
Account may from time to time be temporarily in a zero or credit position, until
all of the Obligations of each Borrower have been indefeasibly paid and         
performed in full after the termination of this Agreement or each Borrower has  
furnished Agent and Lenders with an indemnification satisfactory to Agent and   
Lenders with respect thereto. Accordingly, each                                 

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Borrower waives any rights which it may have under the Uniform Commercial Code  
to demand the filing of termination statements with respect to the Collateral,  
and Agent shall not be required to send such termination statements to each     
Borrower, or to file them with any filing office, unless and until this         
Agreement shall have been terminated in accordance with its terms and all       
Obligations have been indefeasibly paid in full in immediately available funds. 
All representations, warranties, covenants, waivers and agreements contained    
herein shall survive termination hereof until all Obligations are indefeasibly  
paid and performed in full.                                                     

XIV.     REGARDING AGENT.                                                       

      14.1. APPOINTMENT. Each Lender hereby designates PNC to act as Agent
for such Lender under this Agreement and the Other Documents. Each Lender hereby
irrevocably authorizes Agent to take such action on its behalf under the        
provisions of this Agreement and the Other Documents and to exercise such powers
and to perform such duties hereunder and thereunder as are specifically         
delegated to or required of Agent by the terms hereof and thereof and such other
powers as are reasonably incidental thereto and Agent shall hold all Collateral,
payments of principal and interest, fees (except the fees set forth in the Fee  
Letter), charges and collections (without giving effect to any collection days) 
received pursuant to this Agreement, for the ratable benefit of Lenders. Agent  
may perform any of its duties hereunder by or through its agents or employees.  
As to any matters not expressly provided for by this Agreement (including       
collection of the Revolving Credit Note) Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain   
from acting (and shall be fully protected in so acting or refraining from       
acting) upon the instructions of the Required Lenders, and such instructions    
shall be binding; provided, however, that Agent shall not be required to take   
any action which exposes Agent to liability or which is contrary to this        
Agreement or the Other Documents or applicable law unless Agent is furnished    
with an indemnification reasonably satisfactory to Agent with respect thereto.  

        14.2. NATURE OF DUTIES. Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and the Other Documents.     
Neither Agent nor any of its officers, directors, employees or agents shall be  
(i) liable for any action taken or omitted by them as such hereunder or in      
connection herewith, unless caused by their gross (not mere) negligence or      
willful misconduct, or (ii) responsible in any manner for any recitals,         
statements, representations or warranties made by any Borrower or any officer   
thereof contained in this Agreement, or in any of the Other Documents or in any 
certificate, report, statement or other document referred to or provided for in,
or received by Agent under or in connection with, this Agreement or any of the  
Other Documents or for the value, validity, effectiveness, genuineness, due     
execution, enforceability or sufficiency of this Agreement, or any of the Other 
Documents or for any failure of any Borrower to perform its obligations         
hereunder. Agent shall not be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements         
contained in, or conditions of, this Agreement or any of the Other Documents, or
to inspect the properties, books or records of any Borrower. The duties of Agent
as respects the Advances to Borrowers shall be mechanical and administrative in 
nature; Agent shall not have by reason of this Agreement a fiduciary            
relationship in respect of any Lender; and nothing in this Agreement, expressed 
or implied, is intended to or shall be so construed as to                       

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impose upon Agent any obligations in respect of this Agreement except as        
expressly set forth herein.                                                     

    14.3. LACK OF RELIANCE ON AGENT AND RESIGNATION. Independently and
without reliance upon Agent or any other Lender, each Lender has made and shall 
continue to make (i) its own independent investigation of the financial         
condition and affairs of each Borrower in connection with the making and the    
continuance of the Advances hereunder and the taking or not taking of any action
in connection herewith, and (ii) its own appraisal of the creditworthiness of   
each Borrower. Agent shall have no duty or responsibility, either initially or  
on a continuing basis, to provide any Lender with any credit or other           
information with respect thereto, whether coming into its possession before     
making of the Advances or at any time or times thereafter except as shall be    
provided by any Borrower pursuant to the terms hereof. Agent shall not be       
responsible to any Lender for any recitals, statements, information,            
representations or warranties herein or in any agreement, document, certificate 
or a statement delivered in connection with or for the execution, effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency of this    
Agreement or any Other Document, or of the financial condition of any Borrower, 
or be required to make any inquiry concerning either the performance or         
observance of any of the terms, provisions or conditions of this Agreement, the 
Revolving Credit Note, the Other Documents or the financial condition of any    
Borrower, or the existence of any Event of Default or any Default.              

        Agent may resign on sixty (60) days' written notice to each of Lenders
and Borrowing Agent and upon such resignation, the Required Lenders will        
promptly designate a successor Agent in consultation with the Borrowers;        
provided, however, Agent reserves the right to remain Agent with respect to     
monitoring the Collateral until a successor Agent is designated.                

         Any such successor Agent shall succeed to the rights, powers and duties
of Agent, and the term "Agent" shall mean such successor agent effective upon   
its appointment, and the former Agent's rights, powers and duties as Agent shall
be terminated, without any other or further act or deed on the part of such     
former Agent. After any Agent's resignation as Agent, the provisions of this    
Article XIV shall inure to its benefit as to any actions taken or omitted to be 
taken by it while it was Agent under this Agreement.                            

         14.4. CERTAIN RIGHTS OF AGENT. If Agent shall request instructions from
Lenders with respect to any act or action (including failure to act) in         
connection with this Agreement or any Other Document, Agent shall be entitled to
refrain from such act or taking such action unless and until Agent shall have   
received instructions from the Required Lenders; and Agent shall not incur      
liability to any Person by reason of so refraining. Without limiting the        
foregoing, Lenders shall not have any right of action whatsoever against Agent  
as a result of its acting or refraining from acting hereunder in accordance with
the instructions of the Required Lenders.                                       

     14.5. RELIANCE. Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, statement,    
certificate, telex, teletype or telecopier message, cablegram, order or other   
document or telephone message believed by it to be genuine and correct and to   
have been signed, sent or made by the proper person or entity, and, with respect
to all legal matters pertaining to this Agreement and the Other Documents and   
its duties hereunder, upon advice of counsel selected by it. Agent may employ   
agents and attorneys-in-                                                        

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fact and shall not be liable for the default or misconduct of any such agents or
attorneys-in-fact selected by Agent with reasonable care.                       

         14.6. NOTICE OF DEFAULT. Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder or under  
the Other Documents, unless Agent has received notice from a Lender or a        
Borrower referring to this Agreement or the Other Documents, describing such    
Default or Event of Default and stating that such notice is a "notice of        
default". In the event that Agent receives such a notice, Agent shall give      
notice thereof to Lenders. Agent shall take such action with respect to such    
Default or Event of Default as shall be reasonably directed by the Required     
Lenders; provided, that, unless and until Agent shall have received such        
directions, Agent may (but shall not be obligated to) take such action, or      
refrain from taking such action, with respect to such Default or Event of       
Default as it shall deem advisable in the best interests of Lenders.            

  14.7. INDEMNIFICATION. To the extent Agent is not reimbursed and
indemnified by Borrowers, each Lender will reimburse and indemnify Agent in     
proportion to its respective portion of the Advances (or, if no Advances are    
outstanding, according to its Commitment Percentage), from and against any and  
all liabilities, obligations, losses, damages, penalties, actions, judgments,   
suits, costs, expenses or disbursements of any kind or nature whatsoever which  
may be imposed on, incurred by or asserted against Agent in performing its      
duties hereunder, or in any way relating to or arising out of this Agreement or 
any Other Document; provided that, Lenders shall not be liable for any portion  
of such liabilities, obligations, losses, damages, penalties, actions,          
judgments, suits, costs, expenses or disbursements resulting from Agent's gross 
(not mere) negligence or willful misconduct.                                    

        14.8. AGENT IN ITS INDIVIDUAL CAPACITY. With respect to the obligation
of Agent to lend under this Agreement, the Advances made by it shall have the   
same rights and powers hereunder as any other Lender and as if it were not      
performing the duties as Agent specified herein; and the term "Lender" or any   
similar term shall, unless the context clearly otherwise indicates, include     
Agent in its individual capacity as a Lender. Agent may engage in business with 
any Borrower as if it were not performing the duties specified herein, and may  
accept fees and other consideration from any Borrower for services in connection
with this Agreement or otherwise without having to account for the same to      
Lenders.                                                                        

     14.9. DELIVERY OF DOCUMENTS. To the extent Agent receives financial
statements required under Sections 9.7, 9.8, 9.11 and 9.12 or Borrowing Base    
Certificates from any Borrower pursuant to the terms of this Agreement which any
Borrower is not obligated to deliver to each Lender, Agent will promptly furnish
such documents and information to Lenders.                                      

    14.10. BORROWERS' UNDERTAKING TO AGENT. Without prejudice to their
respective obligations to Lenders under the other provisions of this Agreement, 
each Borrower hereby undertakes with Agent to pay to Agent from time to time on 
demand all amounts from time to time due and payable by it for the account of   
Agent or Lenders or any of them pursuant to this Agreement to the extent not    
already paid. Any payment made pursuant to any such demand shall pro tanto      
satisfy the relevant Borrower's obligations to make payments for the account of 
Lenders or the relevant one or more of them pursuant to this Agreement.         

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     14.11. NO RELIANCE ON AGENT'S CUSTOMER IDENTIFICATION PROGRAM. Each
Lender acknowledges and agrees that neither such Lender, nor any of its         
Affiliates, participants or assignees, may rely on the Agent to carry out such  
Lender's, Affiliate's, participant's or assignee's customer identification      
program, or other obligations required or imposed under or pursuant to the USA  
Patriot Act or the regulations thereunder, including the regulations contained  
in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or 
any other Anti-Terrorism Law, including any programs involving any of the       
following items relating to or in connection with any Borrower, its Affiliates  
or its agents, this Agreement, the Other Documents or the transactions hereunder
or contemplated hereby: (1) any identity verification procedures, (2) any       
record-keeping, (3) comparisons with government lists, (4) customer notices or  
(5) other procedures required under the CIP Regulations or such other laws.     

        14.12. OTHER AGREEMENTS. Each of the Lenders agrees that it shall not,
without the express consent of Agent, and that it shall, to the extent it is    
lawfully entitled to do so, upon the request of Agent, set off against the      
Obligations, any amounts owing by such Lender to any Borrower or any deposit    
accounts of any Borrower now or hereafter maintained with such Lender. Each of  
the Lenders further agrees that it shall not, unless specifically requested to  
do so by Agent, take or cause to be taken any action, including, the            
commencement of any legal or equitable proceedings, to foreclose any Lien on, or
otherwise enforce any security interest in, any of the Collateral the purpose of
which is, or could be, to give such Lender any preference or priority against   
the other Lenders with respect to the Collateral.                               

XV.      BORROWING AGENCY.                                                      

15.1. BORROWING AGENCY PROVISIONS.                            

             (a) Each Borrower hereby irrevocably designates Borrowing
Agent to be its attorney and agent and in such capacity to borrow, sign and     
endorse notes, and execute and deliver all instruments, documents, writings and 
further assurances now or hereafter required hereunder, on behalf of such       
Borrower or Borrowers, and hereby authorizes Agent to pay over or credit all    
loan proceeds hereunder in accordance with the request of Borrowing Agent.      

              (b) The handling of this credit facility as a co-borrowing
facility with a borrowing agent in the manner set forth in this Agreement is    
solely as an accommodation to Borrowers and at their request. Neither Agent nor 
any Lender shall incur liability to Borrowers as a result thereof. To induce    
Agent and Lenders to do so and in consideration thereof, each Borrower hereby   
indemnifies Agent and each Lender and holds Agent and each Lender harmless from 
and against any and all liabilities, expenses, losses, damages and claims of    
damage or injury asserted against Agent or any Lender by any Person arising from
or incurred by reason of the handling of the financing arrangements of Borrowers
as provided herein, reliance by Agent or any Lender on any request or           
instruction from Borrowing Agent or any other action taken by Agent or any      
Lender with respect to this Section 15.1 except due to willful misconduct or    
gross (not mere) negligence by the indemnified party (as determined by a court  
of competent jurisdiction in a final and non-appealable judgment).              

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                 (c) All Obligations shall be joint and several liabilities of
US Borrowers, and each US Borrower shall make payment (with the understanding   
that any payment made by any US Borrower shall be applied to reduce the amount  
of the Loans and the remaining payment obligations of all of the Borrowers) upon
the maturity of the Obligations by acceleration or otherwise, and such          
obligation and liability on the part of each US Borrower shall in no way be     
affected by any extensions, renewals and forbearance granted to Agent or any    
Lender to any US Borrower, failure of Agent or any Lender to give any US        
Borrower notice of borrowing or any other notice, any failure of Agent or any   
Lender to pursue or preserve its rights against any Borrower, the release by    
Agent or any Lender of any Collateral now or thereafter acquired from any       
Borrower, and such agreement by each US Borrower to pay upon any notice issued  
pursuant thereto is unconditional and unaffected by prior recourse by Agent or  
any Lender to the other Borrowers or any Collateral for such Borrower's         
Obligations or the lack thereof.                                                

                (d) In the event any US Borrower is deemed to be a guarantor
or surety of any other Borrower, then, to the extent such US Borrower is deemed 
to be a guarantor or surety, such Borrower hereby (a) agrees that its guaranty  
obligation hereunder is a continuing guaranty of payment and performance and not
of collection and that its obligations shall not be discharged until payment and
performance, in full, of the Obligations has occurred; and (b) waives any and   
all suretyship defenses, including, without limitation, with respect to: (1) the
genuineness, validity, regularity, enforceability or any future amendment of, or
change in, this Agreement, any Other Document or any other agreement, document  
or instrument to which any Borrower is or may become a party; (2) the absence of
any action to enforce this Agreement or any Other Document or the waiver or     
consent by Agent or any Lender with respect to any of the provisions hereof or  
thereof; (3) the existence, value or condition of, or failure to perfect its    
Lien against, any security for the Obligations or any action, or the absence of 
any action, by Agent or any Lender in respect thereof (including the release of 
any such security); (4) the insolvency of any Borrower; (5) any change in the   
commitment, Advance Rates, Formula Amount, Maximum Revolving Advance Amount,    
Brightstar PR's Maximum Revolving Amount or any related provision; (6) the      
advance, repayment (including complete repayment) and readvance of Advances from
time to time; (7) any extension or change in the time, manner, place and other  
terms and provisions of payment or performance of any of the Obligations; (8)   
any waiver, modification, renewal, amendment or restatement of this Agreement or
any Other Document (except as and to the extent expressly modified by such      
action); (9) any acceptance by the Agent or any Lender of any partial or late   
payment or payment during any default; (10) any surrender, repossession,        
foreclosure, sale, leases or other realization, dealing, liquidation, setoff or 
disposition respecting any collateral in accordance with this Agreement any     
Other Document or applicable law; (11) any investigation, analysis or evaluation
by Agent, any Lender or their respective designees respecting any Borrower or   
any other person; or (12) any other action or circumstances that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.  

                Each US Borrower shall be regarded, and shall be in the same
position, as principal debtor with respect to the Obligations and the PR        
Obligations guaranteed hereunder.                                               

         (e) In no event shall Brightstar PR be liable for the
repayment of the                                                                

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Obligations of US Borrowers nor shall any Collateral pledged by Brightstar PR   
secure the Obligations of US Borrowers.                                         

         15.2. WAIVER OF SUBROGATION. Each Borrower expressly waives any and all
rights of subrogation, reimbursement, indemnity, exoneration, contribution of   
any other claim which such Borrower may now or hereafter have against the other 
Borrowers or other Person directly or contingently liable for the Obligations   
hereunder, or against or with respect to the other Borrowers' property          
(including, without limitation, any property which is Collateral for the        
Obligations), arising from the existence or performance of this Agreement, until
termination of this Agreement and repayment in full of the Obligations.         

XVI.     MISCELLANEOUS.                                                         

        16.1. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applied to contracts to be 
performed wholly within the State of New York Any judicial proceeding brought by
or against any Borrower with respect to any of the Obligations, this Agreement, 
the Other Documents or any related agreement may be brought in any court of     
competent jurisdiction in the State of New York, United States of America, and, 
by execution and delivery of this Agreement, each Borrower accepts for itself   
and in connection with its properties, generally and unconditionally, the       
non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement. Each  
Borrower hereby waives personal service of any and all process upon it and      
consents that all such service of process may be made by registered mail (return
receipt requested) directed to Borrowing Agent at its address set forth in      
Section 16.6 and service so made shall be deemed completed five (5) days after  
the same shall have been so deposited in the mails of the United States of      
America, or, at the Agent's and/or any Lender's option, by service upon         
Borrowing Agent which each Borrower irrevocably appoints as such Borrower's     
Agent for the purpose of accepting service within the State of New York. Nothing
herein shall affect the right to serve process in any manner permitted by law or
shall limit the right of Agent or any Lender to bring proceedings against any   
Borrower in the courts of any other jurisdiction. Each Borrower waives any      
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon     
FORUM NON CONVENIENS. Each Borrower waives the right to remove any judicial     
proceeding brought against such Borrower in any state court to any federal      
court. Any judicial proceeding by any Borrower against Agent or any Lender      
involving, directly or indirectly, any matter or claim in any way arising out   
of, related to or connected with this Agreement or any related agreement, shall 
be brought only in a federal or state court located in the County of New York,  
State of New York.                                                              

      16.2. ENTIRE UNDERSTANDING. (a) (i) This Agreement and the documents
executed concurrently herewith contain the entire understanding between each    
Borrower, Agent and each Lender and supersedes all prior agreements and         
understandings, if any, relating to the subject matter hereof. Any promises,    
representations, warranties or guarantees not herein contained and hereinafter  
made shall have no force and effect unless in writing, signed by each           
Borrower's, Agent's and each Lender's respective officers. Neither this         
Agreement nor any portion or                                                    

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provisions hereof may be changed, modified, amended, waived, supplemented,      
discharged, cancelled or terminated orally or by any course of dealing, or in   
any manner other than by an agreement in writing, signed by the party to be     
charged. Each Borrower acknowledges that it has been advised by counsel in      
connection with the execution of this Agreement and Other Documents and is not  
relying upon oral representations or statements inconsistent with the terms and 
provisions of this Agreement. (ii) Notwithstanding anything to the contrary set 
forth herein, Agent and Lenders agree that Borrowers shall not be charged any   
consent or amendment fees by Agent or any Lender in connection with the         
execution of two (2) amendments, consents or a combination thereof (for an      
aggregate total of two (2) such amendments and/or consents) unless the amendment
and/or consent waives an Event of Default or relates to Sections 6.5, 7.4, 7.6, 
7.7, 7.8 or 7.11, or any increases in the Maximum Revolving Advance Amount or   
Brightstar PR's Maximum Revolving Amount or any extensions of the Term.         

                  (b) The Required Lenders, Agent with the consent in writing of
the Required Lenders, and Borrowers may, subject to the provisions of this      
Section 16.2 (b), from time to time enter into written supplemental agreements  
to this Agreement or the Other Documents executed by Borrowers, for the purpose 
of adding or deleting any provisions or otherwise changing, varying or waiving  
in any manner the rights of Lenders, Agent or Borrowers thereunder or the       
conditions, provisions or terms thereof of waiving any Event of Default         
thereunder, but only to the extent specified in such written agreements;        
provided, however, that no such supplemental agreement shall, without the       
consent of all Lenders:                                                         

                 (i) increase the Commitment Percentage, the
Commitment Amount, the Maximum Revolving Advance Amount or Brightstar PR's      
Maximum Revolving Amount.                                                       

                           (ii) extend the maturity of any Revolving Credit Note
or the due date for any amount payable hereunder, or decrease the rate of       
interest or any fees or reduce any principal, interest, or fee payable by       
Borrowers to Lenders pursuant to this Agreement.                                

                     (iii) alter the definition of the term Required
Lenders or alter, amend or modify this Section 16.2(b).                         

                          (iv) release any Collateral during any calendar year
(other than in accordance with the provisions of this Agreement) having an      
aggregate value in excess of $1,000,000.                                        

                (v) change the rights and duties of Agent.

                           (vi) permit any Revolving Advance to be made if after
giving effect thereto the total of Revolving Advances outstanding hereunder     
would exceed the Formula Amount for more than thirty (30) consecutive Business  
Days or exceed one hundred and five percent (105%) of the Formula Amount.       

                        (vii) increase the Advance Rates above the Advance
Rates in effect on the Closing Date.                                            

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                     (viii) release any Borrower or guarantor of the
Obligations.                                                                    

                        (ix) increase the Maximum Inventory Sublimit to an
amount greater than $40,000,000.                                                

                           (x) increase any of the sublimits contained in clause
(b) of the definition of Eligible Foreign Receivables.                          

                     (xi) increase any of the sublimits contained in
Section 2.1(a)(y)(i)(b) and (c) hereof.                                         

        Any such supplemental agreement shall apply equally to each Lender and
shall be binding upon Borrowers, Lenders and Agent and all future holders of the
Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be   
restored to their former positions and rights, and any Event of Default waived  
shall be deemed to be cured and not continuing, but no waiver of a specific     
Event of Default shall extend to any subsequent Event of Default (whether or not
the subsequent Event of Default is the same as the Event of Default which was   
waived), or impair any right consequent thereon.                                

      In the event that Agent requests the consent of a Lender pursuant to
this Section 16.2 and such Lender shall not respond or reply to Agent in writing
within ten (10) days of delivery of such request, such Lender shall be deemed to
have consented to the matter that was the subject of the request. In the event  
that Agent requests the consent of a Lender pursuant to this Section 16.2 and   
such consent is denied, then PNC may, at its option, require such Lender to     
assign its interest in the Advances to PNC or to another Lender or to any other 
Person designated by the Agent (the "DESIGNATED LENDER"), for a price equal to  
the then outstanding principal amount thereof plus accrued and unpaid interest  
and fees due such Lender, which interest and fees shall be paid when collected  
from Borrowers. In the event PNC elects to require any Lender to assign its     
interest to PNC or to the Designated Lender, PNC will so notify such Lender in  
writing within forty five (45) days following such Lender's denial, and such    
Lender will assign its interest to PNC or the Designated Lender no later than   
five (5) days following receipt of such notice pursuant to a Commitment Transfer
Supplement executed by such Lender, PNC or the Designated Lender, as            
appropriate, and Agent.                                                         

        Notwithstanding (a) the existence of a Default or an Event of Default,
(b) that any of the other applicable conditions precedent set forth in Section  
8.2 hereof have not been satisfied or (c) any other provision of this Agreement,
Agent may at its discretion and without the consent of the Required Lenders,    
voluntarily permit the outstanding Revolving Advances at any time to exceed the 
Formula Amount for up to thirty (30) consecutive Business Days (the             
"OUT-OF-FORMULA LOANS"). If Agent is willing in its sole and absolute discretion
to make such Out-of-Formula Loans, such Out-of-Formula Loans shall be payable on
demand and shall bear interest at the Default Rate for Revolving Advances       
consisting of Domestic Rate Loans; PROVIDED that, if Lenders do make            
Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have 
changed the limits of Sections 2.1(a), (2.1(c) or 2.4. For purposes of this     
paragraph, the discretion granted to Agent hereunder shall not preclude         
involuntary overadvances that may result from time to time due to the fact that 
the Formula Amount was unintentionally exceeded                                 

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for any reason, including, but not limited to, Collateral previously deemed to  
be either "Eligible Receivables", "Eligible Foreign Receivables" or "Eligible   
Inventory", as applicable, becomes ineligible, collections of Receivables       
applied to reduce outstanding Revolving Advances are thereafter returned for    
insufficient funds or overadvances are made to protect or preserve the          
Collateral. In the event Agent involuntarily permits the outstanding Revolving  
Advances to exceed the Formula Amount by more than five percent (5%), Agent     
shall use its efforts to have Borrowers decrease such excess in as expeditious a
manner as is practicable under the circumstances and not inconsistent with the  
reason for such excess. Revolving Advances made after Agent has determined the  
existence of involuntary overadvances shall be deemed to be involuntary         
overadvances and shall be decreased in accordance with the preceding sentence.  
No Revolving Advances made pursuant to this paragraph will increase the         
Commitment Percentage or Commitment Amount of any Lender.                       

         In addition to (and not in substitution of) the discretionary Revolving
Advances permitted above in this Section 16.2, the Agent is hereby authorized by
Borrowers and the Lenders, from time to time in the Agent's sole discretion, (A)
after the occurrence and during the continuation of a Default or an Event of    
Default, or (B) at any time that any of the other applicable conditions         
precedent set forth in Section 8.2 hereof have not been satisfied, to make      
Revolving Advances to Borrowers on behalf of the Lenders which the Agent, in its
reasonable business judgment, deems necessary or desirable (a) to preserve or   
protect the Collateral, or any portion thereof, (b) to enhance the likelihood   
of, or maximize the amount of, repayment of the Advances and other Obligations, 
or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of 
this Agreement; PROVIDED, that at any time after giving effect to any such      
Revolving Advances the outstanding Revolving Advances do not exceed one hundred 
and five percent (105%) of the Formula Amount. No Revolving Advances made       
pursuant to this paragraph will increase the Commitment Percentage or Commitment
Amount of any Lender.                                                           

16.3. SUCCESSORS AND ASSIGNS; PARTICIPATIONS; NEW LENDERS.    

             (a) This Agreement shall be binding upon and inure to the
benefit of Borrowers, Agent, each Lender, all future holders of the Obligations 
and their respective successors and assigns, except that no Borrower may assign 
or transfer any of its rights or obligations under this Agreement without the   
prior written consent of Agent and each Lender.                                 

                (b) Each Borrower acknowledges that in the regular course of
commercial banking business one or more Lenders may at any time and from time to
time sell participating interests in the Advances to other financial            
institutions (each such transferee or purchaser of a participating interest, a  
"PARTICIPANT"). Each Participant may exercise all rights of payment (including  
rights of set-off) with respect to the portion of such Advances held by it or   
other Obligations payable hereunder as fully as if such Participant were the    
direct holder thereof provided that Borrowers shall not be required to pay to   
any Participant more than the amount which it would have been required to pay to
Lender which granted an interest in its Advances or other Obligations payable   
hereunder to such Participant had such Lender retained such interest in the     
Advances hereunder or other Obligations payable hereunder and in no event shall 
Borrowers be required to pay any such amount arising from the same circumstances
and with respect to the same Advances or other Obligations payable hereunder to 
both such Lender and such Participant.                                          

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Each Borrower hereby grants to any Participant a continuing security interest in
any deposits, moneys or other property actually or constructively held by such  
Participant as security for the Participant's interest in the Advances.         

                (c) Any Lender may with the consent of Agent which shall not
be unreasonably withheld or delayed sell, assign or transfer all or any part of 
its rights under this Agreement and the Other Documents to one or more          
additional banks or financial institutions and one or more additional banks or  
financial institutions may commit to make Advances hereunder (each a "PURCHASING
LENDER", and together with each Participant, each a "TRANSFEREE" and            
collectively the "TRANSFEREES"), in minimum amounts of not less than $5,000,000,
pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender,  
the transferor Lender, and Agent and delivered to Agent for recording. Upon such
execution, delivery, acceptance and recording, from and after the transfer      
effective date determined pursuant to such Commitment Transfer Supplement, (i)  
Purchasing Lender thereunder shall be a party hereto and, to the extent provided
in such Commitment Transfer Supplement, have the rights and obligations of a    
Lender thereunder with a Commitment Percentage as set forth therein, and (ii)   
the transferor Lender thereunder shall, to the extent provided in such          
Commitment Transfer Supplement, be released from its obligations under this     
Agreement, the Commitment Transfer Supplement creating a novation for that      
purpose. Such Commitment Transfer Supplement shall be deemed to amend this      
Agreement to the extent, and only to the extent, necessary to reflect the       
addition of such Purchasing Lender and the resulting adjustment of the          
Commitment Percentages arising from the purchase by such Purchasing Lender of   
all or a portion of the rights and obligations of such transferor Lender under  
this Agreement and the Other Documents. Each Borrower hereby consents to the    
addition of such Purchasing Lender and the resulting adjustment of the          
Commitment Percentages arising from the purchase by such Purchasing Lender of   
all or a portion of the rights and obligations of such transferor Lender under  
this Agreement and the Other Documents. Borrowers shall execute and deliver such
further documents and do such further acts and things in order to effectuate the
foregoing.                                                                      

          (d) Agent shall maintain at its address a copy of each
Commitment Transfer Supplement delivered to it and a register (the "REGISTER")  
for the recordation of the names and addresses of each Lender and the           
outstanding principal, accrued and unpaid interest and other fees due hereunder.
The entries in the Register shall be conclusive, in the absence of manifest     
error, and Borrowers, Agent and Lenders may treat each Person whose name is     
recorded in the Register as the owner of the Advance recorded therein for the   
purposes of this Agreement. The Register shall be available for inspection by   
Borrowers or any Lender at any reasonable time and from time to time upon       
reasonable prior notice. Agent shall receive a fee in the amount of $3,500      
payable by the applicable Purchasing Lender upon the effective date of each     
transfer or assignment to such Purchasing Lender.                               

               (e) Each Borrower authorizes each Lender to disclose to any
Transferee and any prospective Transferee any and all financial information in  
such Lender's possession concerning such Borrower which has been delivered to   
such Lender by or on behalf of such Borrower pursuant to this Agreement or in   
connection with such Lender's credit evaluation of such Borrower.               

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    16.4. APPLICATION OF PAYMENTS. Agent shall have the continuing and
exclusive right to apply or reverse and re-apply any payment and any and all    
proceeds of Collateral to any portion of the Obligations. To the extent that any
Borrower makes a payment or Agent or any Lender receives any payment or proceeds
of the Collateral for any Borrower's benefit, which are subsequently            
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, debtor in possession, receiver, custodian or any other  
party under any bankruptcy law, common law or equitable cause, then, to such    
extent, the Obligations or part thereof intended to be satisfied shall be       
revived and continue as if such payment or proceeds had not been received by    
Agent or such Lender.                                                           

         16.5. INDEMNITY. Each Borrower shall indemnify Agent, each Lender, each
direct or indirect Subsidiary or Affiliate of such Lender and each of their     
respective officers, directors, Affiliates, attorneys, employees and agents from
and against any and all liabilities, obligations, losses, damages, penalties,   
actions, judgments, suits, costs, expenses and disbursements of any kind or     
nature whatsoever (including fees and disbursements of counsel) which may be    
imposed on, incurred by, or asserted against Agent any Lender or any direct or  
indirect Subsidiary or Affiliate of any Lender in any claim, litigation,        
proceeding or investigation instituted or conducted by any Governmental Body or 
instrumentality or any other Person with respect to any aspect of, or any       
transaction contemplated by, or referred to in, or any matter related to, this  
Agreement or the Other Documents, whether or not Agent, any Lender or any direct
or indirect Subsidiary or Affiliate of any Lender is a party thereto, except to 
the extent that any of the foregoing arises out of the willful misconduct of the
party being indemnified (as determined by a court of competent jurisdiction in a
final and non-appealable judgment). Without limiting the generality of the      
foregoing, this indemnity shall extend to any liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses and disbursements
of any kind or nature whatsoever (including fees and disbursements of counsel)  
asserted against or incurred by any of the indemnitees described above in this  
Section 16.5 by any Person under any Environmental Laws or similar laws by      
reason of any Borrower's or any other Person's failure to comply with laws      
applicable to solid or hazardous waste materials, including Hazardous Substances
and Hazardous Waste, or other Toxic Substances. Additionally, if any taxes      
(excluding taxes imposed upon or measured solely by the net income of Agent and 
Lenders, but including any intangibles taxes, stamp tax, recording tax or       
franchise tax) shall be payable by Agent, Lenders or Borrowers on account of the
execution or delivery of this Agreement, or the execution, delivery, issuance or
recording of any of the Other Documents, or the creation or repayment of any of 
the Obligations hereunder, by reason of any Applicable Law now or hereafter in  
effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for    
payment of) all such taxes, including interest and penalties thereon, and will  
indemnify and hold the indemnitees described above in this Section 16.5 harmless
from and against all liability in connection therewith.                         

         16.6. NOTICE. Any notice or request hereunder may be given to Borrowing
Agent or any Borrower or to Agent or any Lender at their respective addresses   
set forth below or at such other address as may hereafter be specified in a     
notice designated as a notice of change of address under this Section. Any      
notice, request, demand, direction or other communication (for purposes of this 
Section 16.6 only, a "NOTICE") to be given to or made upon any party hereto     
under any provision of this Loan Agreement shall be given or made by telephone  
or in writing                                                                   

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(which includes by means of electronic transmission (I.E., "e-mail") or         
facsimile transmission or by setting forth such Notice on a site on the World   
Wide Web (a "WEBSITE POSTING") if Notice of such Website Posting (including the 
information necessary to access such site) has previously been delivered to the 
applicable parties hereto by another means set forth in this Section 16.6) in   
accordance with this Section 16.6. Any such Notice must be delivered to the     
applicable parties hereto at the addresses and numbers set forth under their    
respective names on Section 16.6 hereof or in accordance with any subsequent    
unrevoked Notice from any such party that is given in accordance with this      
Section 16.6. Any Notice shall be effective:                                    

     (a) In the case of hand-delivery, when delivered;

                  (b) If given by mail, five days after such Notice is deposited
with the United States Postal Service, with first-class postage prepaid, return 
receipt requested;                                                              

           (c) In the case of a telephonic Notice, when a party is
contacted by telephone, if delivery of such telephonic Notice is confirmed no   
later than the next Business Day by hand delivery, a facsimile or electronic    
transmission, a Website Posting or an overnight courier delivery of a           
confirmatory Notice (received at or before noon on such next Business Day);     

                 (d) In the case of a facsimile transmission, when sent to the
applicable party's facsimile machine's telephone number, if the party sending   
such Notice receives confirmation of the delivery thereof from its own facsimile
machine;                                                                        

             (e) In the case of electronic transmission, when actually
received;                                                                       

            (f) In the case of a Website Posting, upon delivery of a
Notice of such posting (including the information necessary to access such site)
by another means set forth in this Section 16.6; and                            

           (g) If given by any other means (including by overnight
courier), when actually received.                                               

                          Any Lender giving a Notice to Borrowing Agent or any
Borrower shall concurrently send a copy thereof to the Agent, and the Agent     
shall promptly notify the other Lenders of its receipt of such Notice.          

                (A) If to Agent or            PNC Bank, National Association
       PNC at:                   70 E. 55th Street
                                  New York, NY 10022
                                         Attention: Alan Tischbein
                                       Telephone: 646-497-0203
                                       Facsimile: 646-497-0324

                    with a copy to:           PNC Bank, National Association
                                   PNC Agency Services
                                    PNC Firstside Center

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                                           500 First Avenue, 4th Floor
                                              Pittsburgh, Pennsylvania 15219
                                      Attention: Lisa Pierce
                                       Telephone: 412-762-6442
                                       Facsimile: 412-762-8672

with an additional                  
       copy to:                  Hahn & Hessen LLP
                                  488 Madison Avenue
                                        New York, New York 10022
                                               Attention: Steven J. Seif, Esq.
                                       Telephone: 212-478-7200
                                       Facsimile: 212-478-7400

            (B) If to a Lender other than Agent, as specified on the
signature pages hereof              

(C) If to Borrowing Agent                   
            or any Borrower:          Brightstar Corporation
                                   2010 NW 84th Avenue
                                    Miami, Florida 33122
                                         Attention: Oscar Fumagali
                                       Telephone: 305-921-1117
                                       Facsimile: 305-470-9560

              with a copy to:           Kirkpatrick and Lockhart
                                        201 South Biscayne Blvd.
                                     Miami, Fl. 33131-2399
                                      Attention: Clay Parker
                                       Telephone: 305-539-3300
                                       Facsimile: 305-358-7095

     16.7. SURVIVAL. The obligations of Borrowers under Sections 2.2(f),
3.6, 3.7, 3.8, 4.19(h), and 16.5 and the obligations of Lenders under Section   
14.7, shall survive termination of this Agreement and the Other Documents and   
payment in full of the Obligations.                                             

   16.8. SEVERABILITY. If any part of this Agreement is contrary to,
prohibited by, or deemed invalid under applicable laws or regulations, such     
provision shall be inapplicable and deemed omitted to the extent so contrary,   
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given effect so far as possible.                                   

        16.9. EXPENSES. All costs and expenses including reasonable attorneys'
fees (including the allocated costs of in house counsel) and disbursements      
incurred by Agent on its behalf or on behalf of Lenders and Lenders (a) in all  
efforts made to enforce payment of any Obligation or effect collection of any   
Collateral, or (b) in connection with the entering into, modification,          
amendment, administration and enforcement of this Agreement, the Subordinated   
Loan Documentation, the Intercreditor Agreement or any consents or waivers      
hereunder and all related                                                       

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agreements, documents and instruments, or (c) in instituting, maintaining,      
preserving, enforcing and foreclosing on Agent's security interest in or Lien on
any of the Collateral, or maintaining, preserving or enforcing any of Agent's or
any Lender's rights hereunder, under the Subordinated Loan Documentation, the   
Intercreditor Agreement and under all related agreements, documents and         
instruments, whether through judicial proceedings or otherwise, or (d) in       
defending or prosecuting any actions or proceedings arising out of or relating  
to Agent's or any Lender's transactions with any Borrower, any Subordinated     
Lender or (e) in connection with any advice given to Agent or any Lender with   
respect to its rights and obligations under this Agreement, the Subordinated    
Loan Documentation, the Intercreditor Agreement and all related agreements,     
documents and instruments, may be charged to Borrowers' Account and shall be    
part of the Obligations.                                                        

       16.10. INJUNCTIVE RELIEF. Each Borrower recognizes that, in the event
any Borrower fails to perform, observe or discharge any of its obligations or   
liabilities under this Agreement, or threatens to fail to perform, observe or   
discharge such obligations or liabilities, any remedy at law may prove to be    
inadequate relief to Lenders; therefore, Agent, if Agent so requests, shall be  
entitled to temporary and permanent injunctive relief in any such case without  
the necessity of proving that actual damages are not an adequate remedy.        

     16.11. CONSEQUENTIAL DAMAGES. Neither Agent nor any Lender, nor any
agent or attorney for any of them, shall be liable to any Borrower (or any      
Affiliate of any such Person) for consequential damages arising from any breach 
of contract, tort or other wrong relating to the establishment, administration  
or collection of the Obligations.                                               

       16.12. CAPTIONS. The captions at various places in this Agreement are
intended for convenience only and do not constitute and shall not be interpreted
as part of this Agreement.                                                      

  16.13. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be
executed in any number of and by different parties hereto on separate           
counterparts, all of which, when so executed, shall be deemed an original, but  
all such counterparts shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto.                                                               

      16.14. CONSTRUCTION. The parties acknowledge that each party and its
counsel have reviewed this Agreement and that the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party   
shall not be employed in the interpretation of this Agreement or any amendments,
schedules or exhibits thereto.                                                  

         16.15. CONFIDENTIALITY; SHARING INFORMATION. (a) Agent, each Lender and
each Transferee shall hold all non-public information obtained by Agent, such   
Lender or such Transferee pursuant to the requirements of this Agreement in     
accordance with Agent's, such Lender's and such Transferee's customary          
procedures for handling confidential information of this nature; PROVIDED,      
HOWEVER, Agent, each Lender and each Transferee may disclose such confidential  
information (a) to its examiners, Affiliates, outside auditors, counsel and     
other professional advisors, (b) to Agent, any Lender or to any prospective     
Transferees, and (c) as required or requested by any Governmental Body or       
representative thereof or pursuant to legal process;                            

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provided, further that (i) unless specifically prohibited by applicable law or  
court order, Agent, each Lender and each Transferee shall use its reasonable    
best efforts prior to disclosure thereof, to notify the applicable Borrower of  
the applicable request for disclosure of such non-public information (A) by a   
Governmental Body or representative thereof (other than any such request in     
connection with an examination of the financial condition of a Lender or a      
Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) 
in no event shall Agent, any Lender or any Transferee be obligated to return any
materials furnished by any Borrower other than those documents and instruments  
in possession of Agent or any Lender in order to perfect its Lien on the        
Collateral once the Obligations have been paid in full and this Agreement has   
been terminated.                                                                

         (b) Each Borrower acknowledges that from time to time
financial advisory, investment banking and other services may be offered or     
provided to such Borrower or one or more of its Affiliates (in connection with  
this Agreement or otherwise) by any Lender or by one or more Subsidiaries or    
Affiliates of such Lender and each Borrower hereby authorizes each Lender to    
share any information delivered to such Lender by such Borrower and its         
Subsidiaries pursuant to this Agreement, or in connection with the decision of  
such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of
such Lender, it being understood that any such Subsidiary or Affiliate of any   
Lender receiving such information shall be bound by the provisions of this      
Section 16.15 as if it were a Lender hereunder. Such authorization shall survive
the repayment of the other Obligations and the termination of this Agreement.   

  Notwithstanding anything herein to the contrary, the information
subject to this Section 16.15 shall not include, and the Agent and each Lender  
may disclose without limitation of any kind, any information with respect to the
"tax treatment" and "tax structure" (in each case, within the meaning of        
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby   
and all materials of any kind (including opinions or other tax analyses) that   
are provided to Agent or such Lender relating to such tax treatment and tax     
structure; PROVIDED that with respect to any document or similar item that in   
either case contains information concerning the tax treatment or tax structure  
of the transaction as well as other information, this sentence shall only apply 
to such portions of the document or similar item that relate to the tax         
treatment or tax structure of the Advances and transactions contemplated hereby.

         16.16. PUBLICITY. Each Borrower and each Lender hereby authorizes Agent
to make appropriate announcements of the financial arrangement entered into     
among Borrowers, Agent and Lenders, including announcements which are commonly  
known as tombstones, in such publications and to such selected parties as Agent 
shall in its sole and absolute discretion deem appropriate.                     

         16.17. CERTIFICATIONS FROM BANKS AND PARTICIPANTS; US PATRIOT ACT. Each
Lender or assignee or participant of a Lender that is not incorporated under the
Laws of the United States of America or a state thereof (and is not excepted    
from the certification requirement contained in Section 313 of the USA Patriot  
Act and the applicable regulations because it is both (i) an affiliate of a     
depository institution or foreign bank that maintains a physical presence in the
United States or foreign country, and (ii) subject to supervision by a banking  
authority regulating such affiliated depository institution or foreign bank)    
shall deliver to the Agent the certification,                                   

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or, if applicable, recertification, certifying that such Lender is not a "shell"
and certifying to other matters as required by Section 313 of the USA Patriot   
Act and the applicable regulations: (1) within 10 days after the Closing Date,  
and (2) as such other times as are required under the USA Patriot Act.          

      16.18. REGARDING DOCUMENTATION AGENT. Standard Federal Bank National
Association (by and through its agent LaSalle Business Credit, LLC) in its      
capacity as documentation agent shall not have any duties or responsibilities or
incur any liability under this Agreement or the Other Documents.                

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      Each of the parties has signed this Agreement as of the day and year
first above written.                                                            

                      BRIGHTSTAR CORP.
ATTEST:                                                                         

                            By: /s/ Marcelo Claure
                                               ---------------------------------
/s/ Oscar Fumagali                         Name: Marcelo Claure                 
------------------------------------             -------------------------------
                            Title: President & CEO
                                                  ------------------------------

                         BRIGHTSTAR US, INC.
ATTEST:                                                                         

                           By: /s/ Denise Gibson
                                               ---------------------------------
/s/ Oscar Fumagali                         Name: Denise Gibson                  
------------------------------------             -------------------------------
                             Title:  President & COO
                                               -----------------------------

                                  BRIGHTSTAR PUERTO RICO, INC.
ATTEST:                                                                         

                            By: /s/ Marcelo Claure
                                               ---------------------------------
/s/ Oscar Fumagali                         Name: Marcelo Claure                 
------------------------------------             -------------------------------
                            Title: President & CEO
                                                  ------------------------------

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                                     PNC BANK, NATIONAL ASSOCIATION,
                            as Lender and as Agent

                               By: /s/ Jeffrey J. Bender
                                               ---------------------------------
                             Name: Jeffrey J. Bender
                                                 -------------------------------
                           Title: Vice President
                                                  ------------------------------

                         70 East 55th Street
                              New York, New York 10022

                                           Commitment Percentage: 35.7142857143%

                                        Commitment Amount:     $25,000,000

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                           STANDARD FEDERAL BANK
                          NATIONAL ASSOCIATION
                                      (acting by and through its agent
                                        LaSalle Business Credit, LLC)), as
                                      documentation agent and a Lender

                            By: /s/ Patrick Aarons
                                               ---------------------------------
                          Name: Patrick Aarons
                                                 -------------------------------
                                 Title: First Vice President
                                                  ------------------------------

                                    3060 Peachtree Rd., Suite 890,
                        Atlanta, GA, 30305
                                           -------------------------------------
             Address

                                           Commitment Percentage: 28.5714285714%

                                        Commitment Amount:     $20,000,000

                     SANDRA SANTIAGO
                   NOTARY PUBLIC
                 Cobb County
                      State of Georgia
                                         Commission expires February 5, 2007
                         /s/ Sandra Santiago

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                                     U.S. BANK NATIONAL ASSOCIATION,
                 as a Lender

                             By: /s/ David A. Hickey
                                               ---------------------------------
                           Name: David A. Hickey
                                                 -------------------------------
                Title: AVP
                                                  ------------------------------

                                           425 Walnut St., Cincinnati,  OH 45202
                                           -------------------------------------
             Address

                                           Commitment Percentage: 17.8571428571%

                                        Commitment Amount:     $12,500,000

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                                      HSBC BUSINESS CREDIT (USA) INC.,
                 as a Lender

                            By: /s/ Adam Moskowitz
                                               ---------------------------------
                          Name: Adam Moskowitz
                                                 -------------------------------
                           Title: Vice President
                                                  ------------------------------

                                    452 Fifth Avenue, NY, NY 10018
                                           -------------------------------------
             Address

                                           Commitment Percentage: 17.8571428571%

                                        Commitment Amount:     $12,500,000

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STATE OF NEW YORK   )                                                           
) ss.                                   
COUNTY OF NEW YORK  )                                                           

    On this 23RD day of April, 2004, before me personally came MARCELO
CLAURE, to me known, who, being by me duly sworn, did depose and say that s/he  
is the PRESIDENT AND CEO of Brightstar Corp., the corporation described in and  
which executed the foregoing instrument; and that s/he signed her/his name      
thereto by order of the board of directors of said corporation.                 

                /s/ Delores Taylor
                                       -----------------------------------------
           Notary Public

                        Delores Taylor
                                          Notary Public, State of New York
                              Reg. No. 01TA6010553
                                    Qualified in Nassau County
                                             My Commission Expires July 20, 2006
STATE OF NEW YORK   )                                                           
) ss.                                   
COUNTY OF NEW YORK  )                                                           

   On this 23RD day of April, 2004, before me personally came DENISE
GIBSON, to me known, who, being by me duly sworn, did depose and say that s/he  
is the PRESIDENT AND COO of Brightstar US, Inc., the corporation described in   
and which executed the foregoing instrument; and that s/he signed her/his name  
thereto by order of the board of directors of said corporation.                 

                /s/ Delores Taylor
                                       -----------------------------------------
           Notary Public

                        Delores Taylor
                                          Notary Public, State of New York
                              Reg. No. 01TA6010553
                                    Qualified in Nassau County
                                             My Commission Expires July 20, 2006

STATE OF NEW YORK   )                                                           
) ss.                                   
COUNTY OF NEW YORK  )                                                           

    On this 23RD day of April, 2004, before me personally came MARCELO
CLAURE, to me known, who, being by me duly sworn, did depose and say that s/he  
is the PRESIDENT AND CEO of Brightstar Puerto Rico, Inc., the corporation       
described in and which executed the foregoing instrument; and that s/he signed  
her/his name thereto by order of the board of directors of said corporation.    

                /s/ Delores Taylor
                                       -----------------------------------------
           Notary Public

                        Delores Taylor
                                          Notary Public, State of New York
                              Reg. No. 01TA6010553
                                    Qualified in Nassau County
                                             My Commission Expires July 20, 2006

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STATE OF NEW YORK   )                                                           
) ss.                                   
COUNTY OF NEW YORK  )                                                           

       On this 23RD day of April, 2004, before me personally came JEFFREY J.
BENDER, to me known, who, being by me duly sworn, did depose and say that s/he  
is the VICE PRESIDENT of PNC BANK, NATIONAL ASSOCIATION, and that s/he was      
authorized to sign her/his name thereto.                                        

                /s/ Delores Taylor
                                       -----------------------------------------
           Notary Public

                        Delores Taylor
                                          Notary Public, State of New York
                              Reg. No. 01TA6010553
                                    Qualified in Nassau County
                                             My Commission Expires July 20, 2006

STATE OF NEW YORK   )                                                           
) ss.                                   
COUNTY OF NEW YORK  )                                                           

On this _____ day of April, 2004, before me personally came   
______________________________, to me known, who, being by me duly sworn, did   
depose and say that s/he is the __________________ of STANDARD FEDERAL BANK     
NATIONAL ASSOCIATION (acting by and through its agent LaSalle Business Credit,  
LLC), and that s/he was authorized to sign her/his name thereto.                

                                       -----------------------------------------
           Notary Public

STATE OF NEW YORK   )                                                           
) ss.                                   
COUNTY OF NEW YORK  )                                                           

     On this 23RD day of April, 2004, before me personally came DAVID A.
HICKEY, to me known, who, being by me duly sworn, did depose and say that s/he  
is the AVP of U.S. BANK NATIONAL ASSOCIATION, and that s/he was authorized to   
sign her/his name thereto.                                                      

                   /s/ Barbara L. Hoover
                                       -----------------------------------------
           Notary Public

               BARBARA L. HOOVER
                          Notary Public, State of Ohio
                                 My Commission Expires June 11, 2007

    [SEAL]

106 

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STATE OF NEW YORK   )                                                           
) ss.                                   
COUNTY OF NEW YORK  )                                                           

 On this 23RD day of April, 2004, before me personally came ADAM
MOSKOWITZ, to me known, who, being by me duly sworn, did depose and say that    
s/he is the VICE PRESIDENT of HSBC BUSINESS CREDIT (USA) INC., and that s/he was
authorized to sign her/his name thereto.                                        

                      /s/ Francine M. Calcagno
                                       -----------------------------------------
           Notary Public

                  Francine M. Calcagno
                              Notary Public, State of New York
             No.  41-4878313
                        Qualified in Queens County
                                Certificate Filed in Nassau County
                                 Commission Expires January 12, 2004

107 

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SCHEDULE 1.2

PERMITTED ENCUMBRANCES

Aside from the existing Liens otherwise permitted in subsections (a) through (i)
under the definition of the term "PERMITTED ENCUMBRANCES," and those of General 
Electric Capital Corporation which shall be terminated upon consummation of this
transaction, the Borrowers do not have any outstanding Liens.                   

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SCHEDULE 4.5

 EQUIPMENT AND INVENTORY LOCATIONS

Brightstar Corp. maintains equipment and inventory at the following locations:  

1) 2010 NW 84th Avenue, Miami, Florida 33122                  

     2) Escoto Customs Brokers, 9620 Joe Rodriguez Ste-3, El Paso, Texas
79927.                                                                          

Brightstar US, Inc. maintains equipment and inventory at the following          
locations:                                                                      

1) 625 Forest Edge Dr., Vernon Hills, Illinois 60061.         

Brightstar Puerto Rico, Inc. maintains equipment and inventory at the following 
locations:                                                                      

1) Carr. 189 Km. 2.6 Sector Mano, Manca Caguas, Puerto Rico.  

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SCHEDULE 4.15(H)

 DEPOSIT AND INVESTMENT ACCOUNTS

                                                        [Enlarge/Download Table]


   Company       Bank Name           Account       Amount               Reason           
   -------       ---------           -------       ------               ------           
                                                                                         
Brightstar Corp. Citibank           3400109467      42,094.77  Purchase of Euros         

Brightstar Corp. Bank of America    548158844    2,305,077.78  Letter of Credits/FX Trade

Brightstar Corp. Ocean Bank        10103609220     317,240.76  Line Collateral           

                                      TOTAL      2,664,413.31                            

Brightstar Corp. Suntrust         1000005388201    709,099.00  Depository Blocked Account

Brightstar Corp. Ocean Bank        10103609213         488.05  Depository Blocked Account

Brightstar US    La Salle           5201154522     833,881.41  Depository Blocked Account

Brightstar PR    Citibank           0101638014     443,386.86  Depository Blocked Account

                                      TOTAL      1,986,855.32                            


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 SCHEDULE 4.19

 REAL PROPERTY

Borrowers maintain the following real property leases:                          

Miami:                                                                          

       Lease: Industrial Multi-Tenant Lease between AMB HTD - Beacon Centre,
      LLC, as Landlord, and Brightstar Corp., as Tenant, at Beacon Centre,
Miami, Florida, dated September 4, 2001.                      

Location: 2010 NW 84th Avenue, Miami, Florida 33122           

Chicago:                                                                        

      Lease: Industrial Building Lease, The Corporate Woods, Vernon Hills,
  Illinois, between LaSalle Bank National Association as Successor
       Trustee to American National Bank and Trust Company of Chicago, Trust
  Agreement No. 100484-03 dated November 4, 1986, as Landlord, and
Brightstar Corporation, as Tenant, dated July 2001.           

Location: 625 Forest Edge Dr., Vernon Hills, Illinois 60061.  

Puerto Rico:                                                                    

        Lease: Contrato de Subarrendamiento between Newcomm Wireless Services,
       Inc. h/n/c Movistar and Brightstar Corp., dated as of April 24, 2003.

      Location:  Carr. 189 Km. 2.6 Sector Mano, Manca Caguas, Puerto Rico.

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SCHEDULE 5.1

CONSENTS

o          Motorola                                                             

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 SCHEDULE 5.2(A)

 STATES OF QUALIFICATION AND GOOD STANDING

1)       Brightstar Corp. is duly incorporated and in good standing under the   
      laws of the State of Delaware and is qualified to do business and in
good standing under the laws of the State of Florida.         

2)       Brightstar US, Inc. is duly incorporated and in good standing under the
     laws of the State of Florida and is qualified to do business and in
good standing under the laws of the State of Illinois.        

3)       Brightstar Puerto Rico, Inc. is duly incorporated and in good standing 
under the laws of the Commonwealth of Puerto Rico.            

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 SCHEDULE 5.2(B)

SUBSIDIARIES

Neither Brightstar US, Inc. nor Brightstar Puerto Rico, Inc. maintains any      
subsidiaries. Attached hereto is a list of all of the subsidiaries of Brightstar
Corp.                                                                           

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 SCHEDULES 5.4

 FEDERAL TAX IDENTIFICATION NUMBER

1)       Brightstar Corp.: 33-077-42-67                                         

2)       Brightstar US, Inc.: 65-111-85-40                                      

3)       Brightstar Puerto Rico, Inc.: 66-06-318-33                             

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 SCHEDULE 5.5(C)

CHANGES IN FINANCIAL CONDITION

o        Completed $61.75 Private Placement of which $4.5 million was closed    
January 14, 2004.                                             

o        Dave Peterson's redemption of stock payment of $5.85 million paid in   
January 2004.                                                 

o        American Express has advanced up to $20 million in an unsecured bank   
        line to Brightstar fully guaranteed by Telcel Venezuela (BellSouth) as
an advance payment on the Telcel receivables.                 

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SCHEDULE 5.6

 PRIOR NAMES

 None.

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 SCHEDULE 5.8(B)

LITIGATION

PENDING LITIGATION:                                                             

DAVID GLAIT                                                                     

        On or about August 29, 2003, former employee David Glait filed an EEOC
Charge of Discrimination against Brightstar Corp. ("Brightstar"). Mr. Glait     
asserts that the elimination of his position on June 30, 2003 with BrightStar de
Mexico S.A. de C.V. ("BS Mexico") resulting in the termination of his employment
relationship with Brightstar and Servicios Especializados en Comunicacion y     
Logistica, S.A. de C.V. ("SECOLO") was a violation of the federal Age           
Discrimination in Employment Act ("ADEA," 29 U.S.C.ss.621, et seq.). Mr. Glait  
cross-filed his EEOC Charge with the Florida Commission on Human Relations      
asserting that Brightstar also violated the Florida Civil Rights Act of 1992    
("FCRA", Florida Statutesss.760.10, et seq.).                                   

 On or about October 20, 2003, Brightstar submitted its position
statement to the EEOC denying that it violated the ADEA, asserting legitimate   
business reasons for the adverse employment action at issue and asserting other 
defenses. Brightstar also responded to the request for information by providing 
documentation and other information requested by the EEOC.                      

       The EEOC investigated the Charge of Discrimination, which is docketed
at EEOC Charge No. 150-2003-03645. On or about December 15, 2003, the EEOC      
closed the investigation. It found that it is unable to conclude that the       
information obtained during the investigation establishes violations of the ADEA
(federal age discrimination statute) by Brightstar. Mr. Glait was provided with 
a right to sue letter, which required him to commence a lawsuit within 90 days  
of receipt, or his ADEA claim will be barred. Mr. Glait did not pursue his ADEA 
claims.                                                                         

      Instead, on or about February 6, 2004, David Glait filed a complaint
against Brightstar in Florida state court. The case is docketed in the Circuit  
Court for the Eleventh Judicial Circuit in Miami-Dade County, Florida at Case   
No. 04 02927 CA 25. Brightstar was served with process on or about February 9,  
2004. The Complaint alleges two claims against Brightstar. The first count      
asserts a claim for a violation of the Florida Civil Rights Act for purported   
age discrimination. Under this Count, Plaintiff seeks back wages and benefits,  
compensatory damages, reinstatement or front pay, punitive damages, and         
attorneys' fees and costs. The second count asserts a claim for breach of       
contract. Under this claim, Plaintiff seeks $224,000 for his 2002 bonuses and   
$217,000 for his 2003 bonus for a total of $441,000.                            

     On March 1, 2004 Brightstar served its Motion to Dismiss or, in the
Alternative, Motion for Summary Judgment, and Motion to Strike. A hearing is set
on April 27, 2004 on Brightstar's Motion to Dismiss and Motion to Strike.       

       Brightstar vigorously is defending this lawsuit. At this stage of the
litigation, we are unable to predict, with any certainty, the outcome of this   
case.                                                                           

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  The above claim is covered by our employment practices insurance
policy.                                                                         

OMAR HASSAN                                                                     

BRIGHTSTAR CORP. V. OMAR HASSAN                               
-------------------------------                               
Case No. 02-10360 CA 08 (Dade County Circuit Court)           

             Omar Hassan ("Hassan"), a Dominican Republic resident and
former employee of Brightstar's subsidiary in the Dominican Republic, instituted
legal proceedings in the Dominican Republic to collect unspecified monies and   
10,000 shares of preferred stock of Brightstar's subsidiary, Brightstar         
Dominicana, allegedly due under a Preferred Stock Issuance and Option Agreement 
(the "Agreement").                                                              

         In April 2002, Brightstar filed suit in Miami-Dade County Circuit Court
against Omar Hassan seeking to have the Agreement equitably rescinded and       
declared inoperative and unenforceable as a matter of law. Prior to the         
litigation, Hassan had demanded performance under the subject Agreement from    
both Brightstar and a separate Dominican Republic entity, Dominicana. Notably,  
the basis of Brightstar's suit is that Dominicana never signed the Agreement or 
otherwise assented to its terms.                                                

      In June 2002, Hassan answered the complaint and filed a counterclaim
against Brightstar and Dominicana to enforce the subject Agreement and recover  
unspecified monetary damages in connection therewith. In November 2002, the     
court, upon a motion of Dominicana to quash service of process and dismiss the  
counterclaim for lack of prosecution, dismissed Hassan's counterclaim "without  
prejudice" (I.E. allowing Hassan the right to amend and refile the              
counterclaim).                                                                  

In December 2002, Hassan filed an amended counterclaim against
Brightstar and Dominicana that, essentially, is no different from the initial   
counterclaim and seeks the same relief.                                         

Brightstar has moved to dismiss Hassan's amended counterclaim.

        At this time, Brightstar cannot predict the probability of a favorable
or unfavorable outcome or the potential loss in either of the legal proceedings.

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THREATENED LITIGATION:                                                          

GEORGE FEDYNIAK                                                                 

        On or about January 23, 2004, former employee George Fedyniak filed an
EEOC Charge of Discrimination against Brightstar Corp. ("Brightstar"), which is 
docketed at EEOC Charge No. 150-2004-01413. Mr. Fedyniak's position was         
eliminated effective December 31, 2003 when his department was reorganized. Mr. 
Fedyniak alleges that he was terminated from his position because of his        
national origin, Ukrainian American, and age, 51 years old, in violation of     
Title VII of the Civil Rights Act of 1964, as amended ("Title VII," 42 U.S.C.   
ss. 2000e et seq.) and the Age Discrimination in Employment Act ("ADEA," 29     
U.S.C. ss. 621, et seq.). Mr. Fedyniak cross-filed his EEOC Charge with the     
Florida Commission on Human Relations ("FCHR") asserting that Brightstar also   
violated the Florida Civil Rights Act of 1992 ("FCRA", Florida Statutes ss.     
760.10, et seq.). Under the Working Share Agreement with the FCHR, the EEOC is  
the primary investigative agency.                                               

        On or about March 8, 2004, Brightstar submitted its position statement
to the EEOC denying that it violated Title VII and the ADEA. Brightstar asserted
that it had legitimate business reasons for the adverse employment action at    
issue and asserted other defenses. Brightstar also responded to the EEOC's      
request for information by providing documentation and other information        
requested.                                                                      

    Under Title VII, the ADEA and the FCRA, Mr. Fedyniak's damages can
include, but are not limited to, back pay, reinstatement or front pay, other    
actions that will make him whole, compensatory damages, liquidated damages,     
punitive damages, attorneys' fees, and court costs.                             

         On or about March 31, 2004, the EEOC closed the investigation. It found
that it is unable to conclude that the information obtained during the          
investigation establishes violations of the ADEA (federal age discrimination    
statute) or Title VII (national origin discrimination) by Brightstar. Mr.       
Fedyniak has been provided with a right to sue letter, which requires him to    
commence a lawsuit within 90 days of receipt, or his ADEA and Title VII claims  
will be barred. To date, he has not commenced a lawsuit.                        

    If a lawsuit is filed, Brightstar intends to vigorously defend any
lawsuit. At this stage, we are unable to predict, with any certainty, the       
outcome of this threatened litigation nor can we estimate the exposure          
Brightstar has.                                                                 

     If the above claim is pursued, it will be covered by our employment
practices insurance policy.                                                     

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 SCHEDULE 5.8(D)

 PLANS

 Brightstar Corp. sponsored 401k plan.

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SCHEDULE 5.9

INTELLECTUAL PROPERTY, SOURCE CODE ESCROW AGREEMENTS

1)       Unregistered Tradenames:                                               

Brightstar                                                    
Brightstar Corp.                                              
Brightstar US                                                 
Brightstar International Corporation                          
Brightstar International Corp.                                
Brightstar Corporation                                        
Brightstar [Followed by Country of Organization]              
Narbitec                                                      
Etaris                                                        

2)       Logos:                                                                 

SEE ATTACHED.                                                 

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 SCHEDULE 5.10

LICENSES AND PERMITS

 None.

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 SCHEDULE 5.14

LABOR DISPUTES

 None.

Dates Referenced Herein

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
		10/21/08		90					None on these Dates
		6/11/07		113
		2/5/07		109
		7/20/06		112		113
		9/30/04		9
Filed on:		8/9/04
		6/30/04		70
		4/27/04		125
		4/26/04		1		12
		3/31/04		77		127
		3/8/04		127
		3/1/04		125
		2/9/04		125
		2/6/04		125
		1/23/04		127
		1/14/04		123
		1/12/04		114
		12/31/03		8		127
		12/29/03		27
		12/15/03		125
		10/20/03		125
		10/9/03		24
		10/1/03		24
		8/29/03		125
		6/30/03		125
		4/24/03		118
		9/24/01		18
		9/4/01		118
		12/31/98		63
									List all Filings