RECITALS

                                                                 EXHIBIT 10.15


                       Amendment No. 5 to Supply Agreement

This Amendment No. 5 to Supply Agreement (the "Amendment") is made and entered
into effective April 9, 2004, by and between Kyocera Wireless Corp., a Delaware
corporation ("Kyocera") and Brightstar Corporation, a Delaware ("Purchaser"),
with respect to the following facts:

                                    RECITALS

A.    Kyocera and Purchaser previously entered into that certain Supply
Agreement dated September 1,2000, as amended (the "Agreement").

B.    By this Amendment, Kyocera and Purchaser desire to amend the Agreement as
hereinafter set forth.

                                    AGREEMENT

      NOW, THEREFORE, for and in consideration of the promises set forth herein,
Kyocera and Purchaser agree as follows:

1.    The following is hereby added as Section 21 of the Agreement:

      "21. DEAD ON ARRIVAL. A defective Subscriber Unit shall be a "Qualified
      Dead On Arrival" or "Qualified DOA" if all of the following apply: (i)
      the Subscriber Unit contains a verifiable defect in material or
      workmanship as warranted in Appendix 1; (ii) Purchaser notifies Kyocera
      and requests a Return Material Authorization ("RMA") for the allegedly
      defective Subscriber Unit within one hundred eighty (180) days of the
      original ship date for such unit from Kyocera to Purchaser; (iii) the
      Subscriber Unit is received by Kyocera within thirty (30) days of the date
      of issuance of the RMA by Kyocera; (iv) the Subscriber Unit is returned by
      Purchaser to Kyocera while it has fewer than thirty (30) minutes on the
      call timer and within thirty (30) days from the date of purchase by the
      original end user customer, as exemplified by a valid proof-of-purchase
      ("POP"); and (v) the Subscriber Unit is returned in its original
      packaging, complete with the Accessories contained in the original
      Subscriber Unit packaging and accompanied by a copy of the original POP.
      If a Subscriber Unit was never sold to an end user customer (e.g. no POP
      exists for the product) it shall be a Qualified DOA if it has less than
      five (5) minutes on the call timer and meets all other criteria set forth
      in this Section 21. Kyocera shall replace Qualified DOAs with a trade
      credit to Purchaser based upon the current purchase price for each
      Subscriber Unit. At Kyocera's discretion, non-Qualified DOAs may be
      replaced with reconditioned Product (e.g., reconditioned Subscriber Unit
      and reconditioned Accessories, if applicable) or returned unrepaired at
      Purchaser's sole expense."

2.    Except as modified by this Amendment, the Agreement shall continue in full
force and effect as written.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.

KYOCERA WIRELESS CORP.                         BRIGHTSTAR CORPORATION

By: /s/ Tsuyoshi Mano                          By: /s/ Xxxx X. Xxxxxx
   -------------------------                      -------------------------
NAME:  Tsuyoshi Mano                            NAME:     Xxxx X. Xxxxxx
TITLE: President                                TITLE:    President & CEO

Kyocera Confidential/Proprietary       1