EXHIBIT 10.31

                     AMENDMENT NO 2 TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

      Amendment No. 2 dated as of January 1, 2003 to Amended and Restated
Employment Agreement dated as of July l, 1999 between BRIGHTPOINT, INC., a
Delaware corporation (the "Employer" or the "Company"), and Robert J. Laikin
(the "Employee").

      WHEREAS, the Employer and the Employee have entered into an amended and
restated employment agreement dated as of July 1, 1999, as amended by that
certain amendment dated as of January 1, 2001 (the "Employment Agreement");

      WHEREAS, Employer and Employee wish to amend the section of the Employment
Agreement as provided below to reflect the increased base salary of the Employee
as recently approved by the Company;

      NOW, THEREFORE, the Employer and Employee hereby amend section 3.A of the
Employment Agreement to provide as follows:

      3. Compensation.

            "A. During the term of this Agreement, the Employer shall pay the
Employee a salary (the "Salary") at a rate of $600,000 per annum in respect of
each Employment Year, payable in equal installments bi-weekly, or at such other
times as may mutually be agreed upon between the Employer and the Employee. Such
Salary may be increased from time to time at the discretion of the Board."

Except as provided above all other provisions of the Employment Agreement shall
remain unchanged and in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.

                            BRIGHTPOINT, INC.


                            By: /s/ Steven E. Fivel
                                ------------------------------------------------
                                Name: Steven E. Fivel
                                Title: Executive Vice President and General
                                       Counsel


                            By: /s/ Robert J. Laikin
                                -----------------------------------------------
                                Name:  Robert J. Laikin