EXHIBIT 99.3

                              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 Form
10-K for the period ending December 31, 2003 and Exhibit 99.1 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 Companies 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 which 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.