EXHIBIT 99.2

                              CAUTIONARY STATEMENTS

Certain information in this Form 8-K may contain forward-looking statements
regarding future events or the future performance of Brightpoint. These
statements are only predictions and actual events or results may differ
materially. Please refer to the documents Brightpoint files, from time to time,
with the Securities and Exchange Commission; specifically, Brightpoint's most
recent Form 10-K and Exhibits 99, thereto. These documents contain and identify
important risk factors that could cause the actual results to differ materially
from those contained in or implied by these forward-looking statements. These
risk factors include, without limitation, the ability of the Borrowers to
operate within the terms of the Revolver, including the borrowing availability
limitations. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date these statements were
made. Brightpoint undertakes no obligation to update any forward-looking
statements contained in this Form 8-K.