BRIGHTPOINT  INC
AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGRMT.
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>5
<FILENAME>c75685exv10w32.txt
<DESCRIPTION>AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGRMT.
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.32

                     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 J. Mark Howell (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 January 1, 2001 (the "Employment Agreement");

      WHEREAS, Employer and Employee wish to amend the sections of the
Employment Agreement as provided below to reflect the change in the description
of the Employee's specified duties and responsibilities in the Employment
Agreement and the increase in the base salary of the Employee that was recently
approved by the Company;

      NOW, THEREFORE, the Employer and Employee hereby amend sections 2.A and
3.A of the Employment Agreement to provide as follows:

      2.    Employee Duties

            "A. During the term of this Agreement, the Employee shall have the
            duties and responsibilities of President of the Employer, reporting
            directly to the Chairman of the Board of the Employer and the Board
            of Directors of the Employer (the "Board"). It is understood that
            such duties and responsibilities shall be reasonably related to the
            Employee's position."

      3.    Compensation.

            "A. During the term of this Agreement, the Employer shall pay the
Employee a salary (the "Salary") at a rate of $400,000 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/ Robert J. Laikin
                                                --------------------------------
                                                Name: Robert J. Laikin
                                                Title: Chairman of the Board and
                                                Chief Executive Officer


                                           By:  /s/ J. Mark Howell
                                                --------------------------------
                                                Name:  J. Mark Howell

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