EXHIBIT 10.51


                             FIRST AMENDMENT TO THE
                          BRIGHTPOINT, INC. 401(K) PLAN

              This First Amendment to the Brightpoint, Inc. 401(k) Plan is
adopted by Brightpoint, Inc. (the "Company").

                                   BACKGROUND

              A. The Company adopted the Brightpoint, Inc. 401(k) Plan (the
"Plan") effective January 1, 1996.

              B. The Plan was amended and restated in its entirety, effective
January 1, 1999. C. The Company now wishes to amend the Plan.

                                    AMENDMENT

              Therefore, the Company hereby amends the Plan as follows:

              1.  Effective January 1, 2002, Section 4.04(d) is amended to read
                  as follows:

                  (d) Matching Contributions will be made in cash.

              2.  Effective January 1, 2002, Section 5.07 is amended to read as
                  follows:

                  Section 5.07. Crediting of Contributions and Forfeitures to
              Particular Funds. A Participant's Salary Redirection, Matching,
              Profit Sharing, and Rollover Accounts will be invested in a
              particular Fund or Funds according to his written designation.
              Subject to any rules the Plan Administrator may reasonably
              establish, a Participant may invest in more than one Fund. If the
              Participant does not designate a particular Fund, contributions
              and forfeitures allocated to his Accounts will be invested in a
              Fund designated by addendum to the Plan as the Fund to receive
              these allocations. Effective May 1, 2002, new contributions and
              forfeitures allocated to any Plan Account shall not be invested in
              the Company Stock Fund.




              3.  Effective May 1, 2002, Section 5.08 is amended to read as
                  follows:

                  Section 5.08. Transfers Among Funds.

                  (a) A Participant may cause all or a part of his Accounts that
              are invested in the Company Stock Fund to be transferred to
              another Fund. A Participant may not cause any part of any Account
              to be transferred into the Company Stock Fund.

                  (b) Except as otherwise provided in subsection (a), a
              Participant may, to the extent permitted by the Plan
              Administrator, cause all or a part of his Salary Redirection
              Account, Matching Account, Profit Sharing Account, and Rollover
              Account invested in one Fund to be transferred to another Fund. A
              Participant who desires to cause a transfer permitted by this
              Section will execute a written form provided by the Plan
              Administrator and will file it with the Plan Administrator within
              the time limits specified by the Plan Administrator. Every
              transfer election will be irrevocable and will specify the Fund
              from which the transfer is to be made and the Fund into which the
              transfer is to be made.

              Brightpoint, Inc. has caused this First Amendment to the
Brightpoint, Inc. 401(k) Plan to be executed by its authorized officers this
21st day of March, 2002.

                                    BRIGHTPOINT, INC.



                                    By:         /s/ Steven E. Fivel
                                    --------------------------------------------
                                                 (Signature)

                                                   Steven E. Fivel
                                    --------------------------------------------
                                                   (Printed)

                                    Executive Vice President and General Counsel
                                    --------------------------------------------
                                                    (Title)

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