2006 Uses in Consideration Clause

Consideration from Employment Agreement

This Employment Agreement (Employment Agreement) is made as of April 9, 2007, to be effective as of April 9, 2007 (the Effective Date), by and among CLST-NAC, Ltd., formerly known as CellStar, Ltd., a Texas limited partnership (collectively, the Company) and Sherrian Gunn (the Employee).

Consideration. In consideration of Employees execution of the Employment Agreement dated April 9, 2007, between Employee and the Company, this Agreement and release of claims against the Company as described in Paragraph 4 below, the Company agrees to retain Employee after the Transaction as an employee of the Company. Employee will continue to receive his or her existing base salary for an amount of time provided in the Employment Agreement, which shall be referred to as the Term. In addition, the Company will pay a Signing Bonus in the amount of (a) a lump-sum amount of $64,275, minus required withholdings and deductions, which is the amount that would be payable to Employee by the Company as Severance Pay in accordance with the Companys customary practice in the event Employees employment with the Company had been terminated as a result of the Transaction; and (b) the amount of PTO the Employee had accrued for the calendar year 2006, minus required withholdings and deductions (the Signing Bonus). Furthermore, in the event Employee elects to continue his or her health insurance under any group healthcare plan maintained by Brightpoint, Inc. or its affiliates, the Company will reimburse Employee during the Term or Extended Term, as such term is defined in the Employment Agreement, for such premiums paid by Employee (Premium Reimbursements) at the end of the month. Employee recognizes and agrees that (i) the payments set forth in this paragraph exceed the amount to which he/she would otherwise be entitled under applicable Company policies, (ii) he/she is not entitled to the benefits or payments set forth in this paragraph, including the Signing Bonus and Premium Reimbursements, and (iii) will only be eligible for the those benefits and receive the payments set forth in this paragraph as a condition of signing this Agreement. The payments to Employee pursuant to this paragraph constitute full and final resolution of any and all potential claims by employee, whether known or unknown, as set forth in Paragraph 4 below. In further consideration of this agreement, Employee will cooperate with the Company in response to requests for information or assistance by the Company in connection with any matters relating to or arising out of Employees employment with the Company. The Company shall reimburse Employee for his/her reasonable, actual out-of-pocket expenses incurred while providing such assistance, in accordance with the policies and procedures of the Company.