GUARANTY

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                                                                    EXHIBIT-10.1

                                    GUARANTY

     Brightpoint, Inc., an Indiana corporation ("Brightpoint"), guarantees to
CellStar Corporation, a Delaware corporation, National Auto Center, Inc., a
Delaware corporation, CellStar, Ltd., a Texas limited partnership, and CellStar
Fulfillment, Ltd., a Texas limited partnership (collectively, "Sellers"), the
payment and performance of all obligations of 2601 Metropolis Corp., an Indiana
corporation ("Buyer"), under the Asset Purchase Agreement (the "Agreement")
dated December 18, 2006 by and among Buyer, and Sellers, and agrees it will,
subject to the terms and conditions of the Agreement, pay or perform those