EXHIBIT 10.63

                            MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT ("AGREEMENT") is between Appiant Technologies,
Inc., a Delaware corporation, with a principal place of business at 6663 Owens
Drive, Pleasanton, CA 94588 ("APPIANT") and InPhonic,Inc., a Delaware
corporation, with a principal place of business at 1010Wisconsin Avenue, Suite
250, Washington D.C. 20007 ("CLIENT"), dated as of March 22, 2001 ("EFFECTIVE
DATE").  Appiant and Client shall be referenced to separately as "Party" and
collectively as the "Parties".

                                   BACKGROUND.

     WHEREAS, Appiant wants to deliver and Client wants to receive certain
unified communications and information application products and services (the
"INUNISON(TM) SERVICES"); and

     WHEREAS, Client wants to make certain inUnison(TM) Services available to
Client's customers ("SUBSCRIBERS") to offer to end users (the "END USERS") by an
Internet-based portal ("PORTAL"); and

     WHEREAS, the inUnison(TM) Services that Client may order hereunder are
identified in the features set forth on the attached Exhibit A, entitled
"INUNISON(TM) FEATURES"; and

     WHEREAS, the inUnison(TM) Services requested by Client to be provided by
Appiant together with any related services or products will be submitted by
Client to Appiant in accordance with this Agreement on the standard purchase
order form, attached as Exhibit B (the "PURCHASE ORDER"); and

     WHEREAS, a jointly developed detailed description of the inUnison(TM)
Services and any related services and products that are ordered by Client and
accepted by Appiant (the "DESIGNATED SERVICES") for provisioning will be set
forth in a statement of work, as more particularly described below ("SOW").

     NOW THEREFORE, in consideration of the foregoing and of the mutual promises
contained herein, the Parties agree as follows:

                                   AGREEMENT.

1.   TERM.

     a.   Initial Term and SOW Term. The initial term of this Agreement is three
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          years from the Effective Date (the "INITIAL TERM"). The term of each
          SOW, as more particularly described below, will begin on the date
          specified in the SOW (each a "SOW Effective Date") and will be
          coterminous with this Agreement unless a shorter term is specified in
          the applicable SOW.

     b.   Renewal. Client will notify Appiant 90 days prior to the expiration of
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          the Initial Term if Client wants to renew this Agreement (and all
          selected SOWs), with the Initial Term and any renewal period being
          referred to herein as the "Term".

2.   SERVICES.

     a.   Designated Services. Prior to initiating any work in connection with
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          the development of an SOW, InPhonic must issue and Appiant must accept
          in writing a Purchase Order for those services to be set forth in the
          applicable SOW. Should InPhonic terminate the Purchase Order after
          Appiant has accepted the Purchase Order in writing but before the
          Parties are delivering Designated Services to Subscribers, then
          Appiant will invoice InPhonic for all reasonable expenses incurred by
          Appiant in reliance upon such Purchase Order. InPhonic will pay such
          invoice within 30 days from the date it is received by InPhonic, as
          long as Appiant has given InPhonic written notice of such expenses
          prior to incurring them and InPhonic has not reasonably denied them in
          written response to Appiant. All Designated Services are set for in a
          SOW and incorporated by reference into this Agreement.


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          i.   Modifications. Appiant reserves the right to modify the
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               Designated Services from time to time, provided that Appiant will
               not modify them in a manner that would (i) materially impact (for
               purposes of this Section, the Parties recognize that the term
               "materially impact" means a modification in the Designated
               Services that would render Client in breach of an Agreement with
               its customer) a Purchase Order still in effect or (ii) have a
               significant adverse affect on Client's' use of or ability to use
               the Designated Services, as long as Appiant provides Client with
               at least 30 days prior written notice to Client of any such
               modification.

          ii.  Co-Branded Portal. Appiant will develop and deliver a co-branded
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               Portal, containing certain elements ("CO-BRANDED ELEMENTS")
               pursuant to a jointly developed SOW ("CO-BRANDED PORTAL"). Such
               Co-Branded Portal will have a dual-branded URL , as agreed upon
               by the Parties in the relevant SOW. The Parties will agree and
               set forth in each SOW who will own, manage and approve the
               advertising inventory on the Co-Branded Portal. Parties can
               promote or sell advertising inventory that does not interfere or
               compete with any Parties' products or services, based on the
               relevant SOW. Approval for advertising is required by all Parties
               and will not be unreasonably withheld.

          iii. Co-Branded Elements. Client warrants and represents to Appiant
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               that Client has full power and authority to provide to Appiant,
               and to authorize Appiant's use of, the Co-Branded Elements.
               Client grants to Appiant a non-exclusive, nontransferable (unless
               expressly provided for herein), worldwide, royalty-free,
               irrevocable (during the Term) license to reproduce, display,
               perform, modify, prepare derivative works of and otherwise use
               the Co-Branded Elements for the purpose of branding Client's
               Co-Branded Portal and making such Co-Branded Portal available as
               User Services.

     b.   Use of Designated Services.
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          i.   Storage Capacity. Client may provide or resell to Subscribers
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               certain agreed upon Designated Services ('USER SERVICES") and
               such Subscriber's authorized end users ("USERS"), in accordance
               with the terms and conditions of this Agreement.

          ii.  Portal. Each User will have access to a Portal that enables
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               access to the User Services. Each Portal provided hereunder will
               have the storage capacity as agreed upon in the applicable SOW.

               1.   Maximum Limit. Appiant will notify User when User's Portal
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                    is approaching or exceeds the maximum limit. Thereafter, if
                    such User exceeds the maximum storage capacity, Appiant may
                    (i) provide additional storage to Client at the fees set
                    forth in the applicable SOW (or if no fees indicated, at
                    Appiant's then-current standard rates); or (ii) bounce email
                    messages, fax messages, voice-mail messages, calendar
                    content, and other content, as applicable, from the affected
                    User's Portal, at Appiant's discretion.

               2.   Storage Limitation. Notwithstanding the foregoing, if Client
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                    or its Users are exceeding the maximum storage limit,
                    Appiant will provide notice to the Client or its Users that
                    it must either purchase more storage or Appiant will be
                    required to limit such storage where necessary to protect
                    the Appiant System (as defined below), with Appiant
                    providing notice to Client (by e-mail or otherwise).

               3.   Additional Storage. At any time during the Term, Client may
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                    purchase additional storage for all Portals on a particular
                    domain or all domains, at the fees set forth in the
                    applicable SOW (or if no fees indicated, at Appiant's
                    then-current standard rates.

          iii. Acceptable Use Policy: Client agrees to adhere to Appiant's
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               policy regarding acceptable use of the inUnison(TM) services, a
               copy of which is attached to this Agreement and may be viewed at
               www.appiant.com ("ACCEPTABLE USE POLICY"). Client agrees that
               prior to each User's initial use of the User Services, Client
               will obtain, or will ensure that its Subscriber obtains, binding
               consent from such User to adhere to terms of use that are no less
               restrictive than the Acceptable Use Policy. Upon 10 days notice
               (through e-mail notification or otherwise) to Client, Appiant, in
               its sole discretion, may modify the Acceptable Use Policy
               provided such does not materially impact a Purchase Order still
               in effect. Client will be responsible for communicating such
               modifications to Users within 10 days of Client's receipt of such
               modification.


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          iv.  Unlawful Use. If Appiant becomes aware of or suspects any
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               violation of the Acceptable Use Policy, Appiant will attempt to
               notify Client and provide reasonable detail of such violation.

               1.   However, Appiant reserves the right to immediately suspend
                    or terminate any portion of the Designated Services, in
                    whole or in part, to Client or any User if Appiant
                    reasonably determines, in its sole discretion, may be in
                    violation of the Acceptable Use Policy. Appiant may also
                    take such action when it believes it is reasonably necessary
                    to protect Appiant's interests or the interests of other
                    customers or users.

               2.   If a User uses the User Services in violation of the
                    Acceptable Use Policy, and thereby causes damage or added
                    expense to Appiant, Client will be liable to Appiant for
                    such damage or added expense.

               3.   Client agrees to notify Users that the use of the User
                    Services, including the initiation or delivery of any spam,
                    will use or cause to be used Appiant's equipment in the
                    State of California and that violations of the Acceptable
                    Use Policy may subject User, as applicable, to criminal or
                    civil liability, including without limitation liability
                    under California Business & Professions Code Section
                    17538.45. Client will cooperate with Appiant in
                    investigations and other actions taken for suspected or
                    known violations of the Acceptable Use Policy.

          v.   Additional Restrictions. Client agrees that it will not, and will
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               not permit any third party to, (i) sell, transfer, lease, license
               or sublicense any of the rights granted under this Agreement
               except as expressly permitted herein; (ii) attempt to download or
               otherwise obtain a copy of any software on the Appiant System (as
               described below); or (iii) allow access to the Designated
               Services to any third party other than as expressly permitted in
               this Agreement.

          vi.  Privacy. Client agrees that prior to each User's initial use of
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               the User Services, Client will obtain, or will ensure that its
               Subscriber obtains, binding consent from such User to adhere to a
               privacy policy that allows Appiant to use and disclose all
               information regarding Users that is disclosed, collected or
               generated in connection with the Designated Services, including
               without limitation any information transmitted in connection with
               the User Services ("USER INFORMATION") as follows: (a) as
               required by law, (b) to provide the Designated Services, (c) to
               operate or maintain the Appiant System, (d) to monitor the usage
               of the Designated Services and any trends, or patterns related
               thereto, (e) for other purposes that may be identified by Appiant
               from time to time upon 10 days notice to Client (via e-mail or
               otherwise), as mutually agreed upon by the Parties.

          vii. Change Management Procedure. Either Client or Appiant can submit
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               a request to change the services under an SOW (a "SERVICE CHANGE
               REQUEST") or (a "SERVICE CHANGE ORDER") as described below:

               1.   Service Change Request. Appiant and Client may submit a
                    Service Change Request provided the change is to be made
                    within the scope of the current SOW and will not result in a
                    change in fees to Client. If Appiant determines that the
                    Service Change Request will result in a fee change, it will
                    be processed as a Service Change Order.

               2.   Service Change Order. Appiant and Client may submit a
                    written Service Change Order to initiate a change to the
                    service deliverables that are not within the scope as
                    defined in the relevant SOW. The Service Change Order must
                    include:

                         a.   A description of the requested change;

                         b.   The purpose for the change;

                         c.   Date of requested implementation;


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                         d.   Signature of authorized requester.

               3.   Appiant will advise Client of the resultant impact of a
                    Service Change Request or Service Change Order on fees and
                    Service Fee Schedule for the relevant SOW. Prior to
                    implementation, the Parties must mutually agree upon all
                    Service Change Orders. Pending such agreement, Appiant shall
                    continue to perform and to be paid as if such Service Change
                    Order had not been requested or recommended, provided that
                    if either Party proposes a Service Change Order which
                    represents a material change in the Operations Services in
                    the other Party's reasonable judgment, and such Service
                    Change Order remains outstanding for 30 days or is rejected
                    by the other Party, either Party shall have the right to
                    terminate the relevant SOW, provided the escalation
                    procedures under this Master Agreement have been completed
                    and have failed to resolve this issue.

               4.   Once a Service Change Order is implemented, the fees to
                    Client will be adjusted accordingly.

     c.   Additional Services.. "ADDITIONAL SERVICES" will mean those services
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          requested by Client of Appiant that are outside the scope of the
          Designated Services. If Client requests provision of Additional
          Services, Appiant will review such written request, and if the Parties
          agree upon a written Purchase Order for such Additional Services,
          including any fee adjustments, then Appiant may provide such
          Additional Services as set forth in a jointly developed SOW.

     d.   Equipment. If Client requires the use of any Equipment not set forth
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          in the applicable SOW, then the Parties will agree upon the details of
          identification and use of such Equipment and attach an exhibit
          entitled Equipment to the applicable SOW. Both Parties must have a
          duly authorized representative sign such an Equipment exhibit.

3.   RESPONSIBILITIES.

     a.   Client's Responsibilities.
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          i.   Client will appoint an individual ("Client's Contract Manager")
               who from the Effective Date will serve as the primary Client
               representative under this Master Agreement. The Client's Contract
               Manager will (a) have overall responsibility for managing and
               coordinating the performance of Client's obligations under this
               Master Agreement and (b) be authorized to act for and on behalf
               of Client with respect to all matters relating to this Master
               Agreement.

          ii.  As of the Effective Date and continuing for so long as Appiant
               requires the same for the performance of the Services, Client
               will provide to Appiant, at no charge to Appiant those resources
               listed in the relevant SOW.

          iii. Client  is  solely  responsible  for  any  written  or  oral
               representations  it provides to Users with respect to the Appiant
               Technology,  including,  without  limitation,  the  inUnison(TM)
               service  and  the  Appiant  System.

     b.   Appiant's Responsibilities.
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          i.   Appiant will appoint an individual ("Appiant's Contract Manager")
               who from the Effective Date will serve as the primary Client
               representative under this Master Agreement. Appiant's Contract
               Manager will (a) have overall responsibility for managing and
               coordinating the performance of Appiant's obligations under this
               Master Agreement and (b) be authorized to act for and on behalf
               of Appiant with respect to all matters relating to this Master
               Agreement.

          ii.  Appiant will use any agreed upon Client resources or facilities
               only in connection with its obligations hereunder to Client.

4.   PROPRIETARY RIGHTS.


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     a.   Appiant Technology. For purposes of this Agreement, "APPIANT
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          TECHNOLOGY" will mean Appiant's proprietary technology, including,
          without limitation, any hardware designs, algorithms, designs,
          libraries, know-how, trade secrets, instruction manuals, on-line help
          files, the inUnison(TM) service, the computer system used by Appiant
          to provide the inUnison(TM) service ("APPIANT SYSTEM"), all software
          (in source and object code form), specifications, processes,
          techniques, concepts, ideas, improvements, discoveries, inventions,
          and other technology made or developed in connection with the
          Services, all derivatives, improvements, enhancements or extensions
          thereof conceived, reduced to practice, or developed during the Term
          of this Agreement, and all intellectual property rights related
          thereto, provided, however, Client will have the right, title and
          ownership to certain information as set forth in a relevant SOW,
          including but not limited to local DID access numbers, 800 access
          numbers, URLs, and Subscriber information to the extent it does not
          interfere with Appiant's obligations in connection with the Designated
          Services.

          i.   Subject to the terms and conditions of this Agreement, Appiant
               grants Client a non-exclusive, non-transferable, royalty-free
               limited license to use the Appiant Technology solely in
               connection with Designated Services during the Term. Appiant and
               its licensors retain all rights, title and interest in and to the
               Appiant Technology.

          ii.  Except as permitted by applicable law, Client may not decompile,
               reverse engineer, disassemble, modify, rent, lease, loan,
               distribute, reproduce, sublicense, assign, transfer or create
               derivative works of the Appiant Technology. Client may not
               remove, deface or obscure any of Appiant's or its licensors'
               proprietary rights notices on or in the Appiant Technology or on
               output generated by the Appiant Technology. If a license
               agreement is included with any Appiant Technology provided
               hereunder, to the extent such license agreement is inconsistent
               with this Agreement, Client will be subject to the terms and
               conditions of such license agreement with respect to such Appiant
               Technology. Client agrees that any violation of such license
               agreement will constitute a material breach of this Agreement.

     b.   User Information. Notwithstanding anything to the contrary herein,
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          Appiant may use and disclose the User Information in connection with
          exercising its rights and performing its obligations under, or as
          otherwise expressly permitted by, this Agreement, including, without
          limitation, (i) as required by law, (ii) to provide the Designated
          Services, (iii) to operate or maintain the Appiant System, and (iv)
          for its own internal purposes to monitor the usage of the Designated
          Services and any trends, or patterns related thereto.

     c.   Enabling Technology. Client understands that the Designated Services
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          are enabling technology with evolving functions. Client acknowledges
          that Appiant owns the inUnison(TM) services and related documentation,
          and all authorized or unauthorized copies or Appiant modifications
          thereof, as well as all rights contained in or evidenced by any
          copyright, trade secret, patent or other intellectual or industrial
          property rights. All physical copies of the Appiant Technology in any
          form, including but not limited to diskette or tape media, and related
          documentation remain Appiant property.

     d.   Trademarks. Each Party ("LICENSOR") hereby grants to the other Party
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          ("LICENSEE") a revocable, non-exclusive, non-transferable (unless
          expressly provided for herein), non-sublicensable (except to
          independent contractors performing work on behalf of Licensee),
          worldwide, royalty-free, fully paid-up license during the Term to use
          the trademarks, service marks, slogans and logos ("MARKS") designated
          by Licensor in any SOW solely for the purposes set forth therein.
          Licensor reserves all of its rights in the Licensor Marks and Licensee
          claims no rights whatsoever in the Licensor Marks other than those
          granted by this Agreement. Any use of the Licensor Marks by Licensee
          will be pursuant to and in compliance with Licensor's guidelines for
          trademark usage that may be provided by Licensor from time to time.
          All goodwill attributed to the Licensor Marks will inure to the
          benefit of Licensor exclusively.

     e.   Client Technology. Client agrees that in the course of performing the
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          Designated Services Appiant may reasonably determine it needs access
          to Client's tangible equipment or Client's proprietary technology
          ("CLIENT TECHNOLOGY"). Therefore, Client hereby grants to Appiant a
          nonexclusive, royalty-free license, during the Term, to use the Client
          Technology solely for the purposes of delivering the Designated
          Services to Client. To the extent that Client or its employees or
          contractors participate in the creation or development of technology
          with Appiant, Client and Appiant will set forth in a relevant SOW the
          determination of rights, title and interest, including all
          intellectual property rights in such jointly developed technology.


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     f.   Appiant Tools. Notwithstanding anything in this Agreement to the
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          contrary, any license to Appiant Technology is granted to Client
          exclusive of any and all development tools used by appiant in
          performing the Designated Services which are based on trade secrets or
          proprietary information of Appiant or are otherwise owned or licensed
          by Appiant (each, an "APPIANT DEVELOPMENTAL TOOL"). Appiant retains
          all right, title and interest in and to each Appiant Developmental
          Tool.

     g.   Further Assurances. Each Party shall, at its own expense, promptly
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          execute and deliver such further documents and take any and all other
          action reasonably requested by the other Party from time to time, for
          the purpose of fully effectuating the intent and purposes of this
          Agreement, including, without limitation, each SOW, and to protect the
          interests of the other Party, its successors and assignees.

5.   CONFIDENTIAL INFORMATION.

     a.   DEFINITION. "CONFIDENTIAL INFORMATION" of a Party means (i) any
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          Appiant Technology, the terms and pricing under this Agreement, and
          all information clearly marked as confidential by the disclosing Party
          at the time of disclosure or, if disclosed orally, summarized in
          writing, marked as confidential and delivered to the receiving Party
          within 30 days of disclosure. Confidential Information will not
          include information that: (a) is in or enters the public domain
          without breach of this Agreement; (b) the receiving Party lawfully
          receives from a third party without restriction on disclosure and
          without breach of a nondisclosure obligation; or (c) the receiving
          Party knew prior to receiving such information from the disclosing
          Party or develops independently.

     b.   RESTRICTIONS. Each Party agrees: (i) that it will not use any
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          Confidential Information of the other Party for any purpose other than
          to exercise its rights and perform its obligations under this
          Agreement, (ii) that it will not disclose to any third party any
          Confidential Information of the other Party except as expressly
          permitted in this Agreement, provided, however, that either Party
          ("RECIPIENT") may (a) disclose the Confidential Information of the
          other Party ("DISCLOSER") to Recipient's employees and contractors who
          need to know such information and who are bound in writing by
          restrictions regarding disclosure and use of such Confidential
          Information comparable to those set forth herein, and (b) use or
          disclose such Confidential Information to the extent Recipient is
          legally compelled to disclose such Confidential Information, provided,
          however, that prior to any such compelled disclosure, Recipient will
          give Discloser reasonable advance notice of any disclosure and will
          cooperate with Discloser in protecting against any such disclosure
          and/or obtaining a protective order narrowing the scope of such
          disclosure and/or use of the Confidential Information, and (iii) that
          it will take all reasonable measures to maintain the confidentiality
          of all Confidential Information of the other Party in its possession
          or control, which will in no event be less than the measures it uses
          to maintain the confidentiality of its own confidential or proprietary
          information of a similar nature

6.   MOST FAVORED CLIENT AND NON-COMPETE. During the Term, Appiant will not give
     more favorable prices to any substantially similarly situated customer than
     available to Client hereunder, except for government or non-profit
     organizations. In return, Client will not enter into an agreement with any
     party except Appiant with regard to services substantially similar to the
     Designated Services. If Client does enter into an agreement with a third
     party in connection with services substantially similar to the Designated
     Services, Client will immediately pay to Appiant any sum Appiant provided,
     including the amount referenced in the letter dated February 10, 2001.

7.   PAYMENT.

     a.   Fees. Client will pay Appiant the fees more particularly described on
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          an exhibit attached to the relevant SOW (the "SERVICE FEE SCHEDULE").
          The Parties will agree in writing to features and related prices prior
          to presenting them to prospective Subscribers. During the first 12
          months of the Initial Term, Appiant will issue to InPhonic warrants to
          acquire 2 shares for each Subscriber up to a total of 200,000 shares.
          As previously agreed in the letter dated February 10, 2001, executed
          by Messrs. Zorn and Steinberg, the terms and conditions of such
          warrants will be set forth in a Warrant Agreement, which is subject to
          approval by the Board of Directors of Appiant.

     b.   General Payment Terms. Monthly recurring charges will be billed in
          ---------------------
          advance of the provision of Designated Services. All other charges for
          Designated Services provided and expenses incurred during a month
          (e.g., professional services, and additional bandwidth), subject to
          the prior written approval (which shall not unreasonably be withheld)
          by the Client, will be billed at the end of the month in which the
          Designated Services were provided. All payments are due 30 days after
          invoice. Appiant may charge a late fee of one and 1.5% per month, or,
          if less, the maximum amount allowed by applicable law, for payments
          made by Client after the due date. Client will cooperate with Appiant
          to arrange for electronic payment of each monthly invoice.


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     c.   Taxes. Except as specifically stated to the contrary in a relevant
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          SOW, all amounts payable under this Agreement will be made in U.S.
          dollars, and are exclusive of any sales, use, excise, property or any
          other taxes associated with the provision of the Designated Services
          or User Services. Client is responsible for payment of any and all
          such taxes (excluding taxes based on Appiant's net income). If Client
          is required by law to deduct or withhold any taxes, levies, imposts,
          fees, assessments, deductions or charges from or in respect of any
          amounts payable hereunder to Appiant, (i) Client will pay the relevant
          taxation authority the minimum amounts necessary to comply with the
          applicable law, (ii) Client will make such payment prior to the date
          on which interest or penalty is attached thereto, and (iii) the
          amounts payable hereunder will be increased as may be necessary so
          that after Client makes all required deductions or withholdings,
          Appiant will receive amounts equal to the amounts it would have
          received had no such deductions or withholdings been required.

8.   WARRANTIES.

     a.   Appiant Disclaimer. ALL DESIGNATED SERVICES, AND SERVICES RENDERED OR
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          EQUIPMENT SUPPLIED IN CONNECTION WITH THIS AGREEMENT, ARE RENDERED AND
          SUPPLIED "AS IS," UNLESS SPECIFICALLY NOTED TO THE CONTRARY. APPIANT
          AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR
          IMPLIED, REGARDING THE DESIGNATED SERVICES, AND SERVICES RENDERED OR
          EQUIPMENT SUPPLIED IN CONNECTION WITH THIS AGREEMENT AND SPECIFICALLY
          DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
          PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE
          MAXIMUM EXTENT PERMITTED BY LAW.

     b.   Authorization. Each Party represents and warrants to the other Party
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          that it has the right to enter into and perform this Agreement and
          that performance by such Party of its obligations hereunder will not
          cause it to be in breach of any other agreement to which it is a
          party.

     c.   Pass-Through Warranties. To the extent it is allowed, Appiant will
          -----------------------
          pass through to Client rights it obtains under warranties or
          indemnities given by any subcontractors or suppliers in connection
          with any work or product provided by Appiant pursuant to this
          Agreement.

     d.   Client's Responsibilities. Client will be solely responsible for any
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          warranties it provides to Users with respect to the Designated
          Services, including, without limitation, the inUnison(TM) service and
          the Appiant System.

9.   LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING
     OUT OF OR RELATING TO THIS AGREEMENT FOR ANY DAMAGES OR LIABILITY FROM ANY
     CAUSE WHATSOEVER, REGARDLESS OF FORM OF ACTION, WHETHER IN CONTRACT,
     NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNT PAID BY CLIENT TO APPIANT
     HEREUNDER IN THE 12 MONTHS PRIOR TO ANY CLAIM. EXCEPT WITH RESPECT TO
     EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY,
     OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR
     CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL
     DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE PARTY
     OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
     NEITHER PARTY WILL BE LIABLE FOR ANY ACTUAL OR ALLEGED INFRINGEMENT BY ANY
     THIRD PARTY MATERIALS ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE
     THROUGH THE DESIGNATED SERVICES OR APPIANT OR CLIENT TECHNOLOGY.

10.  INDEMNIFICATION.

     a.   Appiant Indemnity. Appiant will defend Client from and against any and
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          all third-party claims, actions or demands ("CLAIM") against Client
          and pay all related damages, costs and other liabilities finally
          awarded against Client by a court of competent jurisdiction or
          obtained through settlement, to the extent such Claim is based on a
          claim that the Appiant Technology infringes any valid United States
          patent, copyright or trade secret or that the Appiant Marks infringe
          any valid trademark or copyright of a third party. These obligations
          do not include any claims to the extent they are based on use of the
          Appiant Technology in violation of this Agreement or in combination
          with any other software or hardware, or any modification to the


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          Appiant Technology, either by Clients or Users or by Appiant, pursuant
          to Client's specifications (including without limitation branding of
          the Co-Branded Portal). If any portion of the Appiant Technology
          becomes, or in Appiant's reasonable opinion is likely to become, the
          subject of a claim of infringement, then Appiant may, at its option
          and expense, (i) procure for Client the right to continue using such
          Appiant Technology or (ii) replace or modify the Appiant Technology so
          that it becomes non-infringing. The indemnity obligations set forth in
          this Section 10 are contingent upon: (a) Client giving prompt written
          notice to Appiant of any such claim(s); (b) Appiant having sole
          control of the defense or settlement of the claim; and (c) at
          Appiant's request and expense, Client cooperating in the investigation
          and defense of such claim(s). THE FOREGOING STATES APPIANT'S SOLE AND
          EXCLUSIVE LIABILITY AND CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS
          INVOLVING INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS.

     b.   Client Indemnity. Client will defend Appiant from and against any and
          ----------------
          all Claims against Appiant and pay all related damages, costs and
          other liabilities finally awarded against Appiant by a court of
          competent jurisdiction or obtained through settlement, (i) resulting
          from Client's marketing or resale of the inUnison(TM) service under
          this Agreement, (ii) to the extent such Claim is based on a claim that
          the Client Technology infringes any valid United States patent,
          copyright or trade secret, and (iii) to the extent such Claim is based
          on a claim that the Client Marks infringe any valid trademark or
          copyright of a third party; provided that Client will not be liable
          with respect to any claims, actions or demands for which Appiant is
          liable under Section10(a). The indemnity obligations set forth in this
          Section 10(b) are contingent upon: (i) Appiant giving prompt written
          notice to Client of any such claim(s); (ii) Client having sole control
          of the defense or settlement of the claim; and (iii) at Client's
          request and expense, Appiant cooperating in the investigation and
          defense of such claim(s). ). THE FOREGOING STATES CLIENT'S SOLE AND
          EXCLUSIVE LIABILITY AND APPIANT'S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS
          INVOLVING INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS.

11.  DISPUTE RESOLUTION.

     a.   Initial Step. All disputes, controversies, or claims arising out of or
          -------------
          relating to a Subscriber (each a "Dispute", collectively "Disputes")
          shall be referred to the Appiant Project Manager and the Client
          Project Manager prior to escalation to Appiant's COO and Client's COO,
          with the ultimate escalation to each other's CEO.

     b.   Second Step. If the Appiant Project Manager and the Client Project
          -----------
          Manager are unable to resolve the Dispute within 7 business days after
          referral of the matter to them, notice shall be given to Appiant's COO
          and Client's COO about the matter, who will than have 4 business days
          to resolve the Dispute, otherwise the matter will then be referred to
          each other's CEO for resolution.

     c.   Final Step. If the CEOs are unable to resolve, or do not anticipate
          ----------
          resolving, the dispute within 3 days after referral of the matter to
          them, the Parties will submit the Dispute to arbitration.

     d.   No Legal Proceedings. Neither Party will institute legal proceedings
          --------------------
          against the other with respect to a Dispute until after the Dispute
          has been considered by the CEOs of each respective Party, without
          prejudice to the legal position of either Party.

     e.   Payment Provisions During Dispute. Client will not withhold payments
          ---------------------------------
          during a dispute, but instead, pay Disputed amounts into an escrow
          account, which will be promptly dispersed to the appropriate party
          upon resolution of the Dispute.

     f.   Discussions and Documents. Discussions and correspondence among the
          -------------------------
          representatives referenced in this Section 11 and prepared for
          purposes of the dispute negotiations shall be treated as confidential
          information developed for purposes of settlement, shall be exempt from
          discovery and production, and shall not be admissible in any
          arbitration or judicial proceeding initiated after the completion of
          such discussions. Documents identified in or provided with such
          communications, which are not prepared for purposes of the
          negotiations, are not so exempted and may, if otherwise admissible, be
          admitted in evidence in any subsequent proceeding.

12.  TERMINATION.


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     a.   Termination for Breach Other than Non-Payment Either Party, except for
          ---------------------------------------------
          failure to pay, may terminate this Agreement by giving to the other
          Party notice of such termination upon the occurrence of any of the
          following events (each a "DEFAULT"): (i) the other Party materially
          breaches or defaults in any of the material terms or conditions of
          this Agreement and fails to cure such breach or default within 60 days
          of receipt of written notice thereof or as such other period as agreed
          upon in a particular SOW, (ii) the other Party makes any assignment
          for the benefit of creditors, is insolvent or unable to pay its debts
          as they mature in the ordinary course of business, or (iii) any
          proceedings are instituted by or against the other Party in bankruptcy
          or under any insolvency laws or for reorganization, receivership or
          dissolution.

     b.   Termination for Non-Payment. If Client defaults in the payment when
          ---------------------------
          due of any amount due to Appiant pursuant to this Agreement and does
          not cure such default within 30 days after being given written notice
          of such default, Appiant may, by giving written notice thereof to
          Client, terminate this Agreement as of the date of receipt by Client
          of such notice or as of a future date specified in such notice of
          termination.

     c.   Termination for Convenience. After the Initial Term hereof, either
          ---------------------------
          Party may terminate this Agreement for any reason by providing 90 days
          prior notice to the other.

     d.   Effect of Termination. Upon any termination of this Agreement: (i)
          ---------------------
          Client will immediately destroy all copies of the Appiant Confidential
          Information in its possession or under its control; and (ii) Appiant
          will destroy any Client Confidential Information in its possession or
          under its control. Within 30 days of termination or expiration of this
          Agreement, Client will pay Appiant all accrued and unpaid fees and
          charges.

     e.   Migration Upon Termination. Upon notice of termination for any reason
          --------------------------
          other than Client's material breach, Appiant will provide reasonable
          assistance to Client in the migration of the inUnison(TM) service to a
          third party service provider as reasonably requested and paid for by
          Client, and Client further agrees to pay for all inUnison(TM) services
          rendered to Client until the migration is complete. If termination of
          this Agreement is due to Client's breach, Client will, in addition to
          payment of all inUnison(TM) service fees, pay for Appiant's assistance
          in such migration at Appiant's then-current time and materials rate
          and will pay any out-of-pocket expenses incurred by Appiant in
          connection with such migration. After migration, Appiant may delete
          all stored messages and content of Client and Users on the Appiant
          System and will cease providing all Designated Services and access by
          Client and Users to the Appiant System.

     f.   Survival. Sections 8(a) ("Appiant Disclaimer"), 9 ("Limitation of
          --------
          Liability"), 5 ("Confidential Information"), 10 ("Indemnification"),
          12 ("Term and Termination") and 13 ("Miscellaneous") will survive any
          expiration or termination of this Agreement.

13.  MISCELLANEOUS.

     a.   Notices. Notices under this Agreement will be in writing and will be
          -------
          deemed given when delivered personally, by facsimile (with
          confirmation of receipt), or conventional mail (registered or
          certified, postage prepaid with return receipt requested). Notices
          will be addressed to the Parties at the addresses appearing in the
          introductory paragraph of this Agreement, but each Party may change
          the address by written notice in accordance with this paragraph.

     b.   Assignment. This Agreement will be binding upon and inure to the
          ----------
          benefit of the Parties, their successors and permitted assigns.
          Neither Party may transfer or assign this Agreement without the other
          party's prior written consent, which consent will not be unreasonably
          withheld. Notwithstanding the foregoing, either Party may assign this
          Agreement without the other Party's consent (i) to any entity in which
          the Party has a greater than fifty-percent (50%) equity ownership
          interest or of which the Party has voting control, (ii) to any entity
          that buys fifty percent (50%) or more of that Party's stock or all or
          substantially all of that Party's assets, or (iii) as part of a
          merger, reorganization or re-incorporation, by operation of law or
          otherwise.

     c.   Relationship of the Parties. In providing the Designated Services,
          ---------------------------
          Appiant is acting only as an independent contractor. Except as
          expressly set forth in this Agreement, neither Party undertakes to
          perform any obligation of the other Party or any other person, whether
          regulatory or contractual, or to assume any responsibility for the
          business or operations of the other Party or any other person. Appiant


<PAGE>
          will not be considered or be deemed to be an employee, joint-venture
          or partner of Client or any other person, and no other similar
          relationship is intended or created by and between Appiant and Client.
          Appiant has the sole right to supervise, mandate, contract, direct,
          procure, provide or cause to be provided all Designated Services.
          Neither Party will make any representation, express or implied, that
          such Party is an employee, agent or legal representative of the other
          Party, nor will either Party assume or incur liabilities or
          obligations of any kind to a third party in the name or on behalf of
          such Party. Nothing contained in this Agreement is intended or is to
          be construed to create a partnership, employment, joint venture or
          agency relationship between Appiant and Client.

     d.   Force Majeure. Appiant will not be deemed to be in default of, or to
          -------------
          have breached, any provision of this Agreement as a result of, or be
          liable for any loss, damage or penalty resulting from, any act,
          omission or condition beyond Appiant's reasonable control, including
          without limitation acts of God, strikes, lockouts, riots, acts of war,
          governmental regulations, fire, power failure, earthquakes, severe
          weather, floods or other natural disaster or Client's, Users' or any
          third party's actions, hardware, software or communications equipment
          or facilities (each a "FORCE MAJEURE EVENT").

     e.   Press Release. Any press release, public announcement or other
          -------------
          disclosure pertaining to this Agreement or the association of the
          Parties with respect to the subject of this Agreement shall be subject
          to the prior written approval of the other Party, which such approval
          shall not be unreasonably withheld when disclosure is deemed by the
          disclosing Party to be legally required of such Party; provided,
          however, upon execution of the Agreement the Parties will work
          together to agree upon a press release regarding the relationship
          between the Parties hereunder.

     f.   General Provisions. This Agreement will be governed by and construed
          ------------------
          in accordance with the laws of the State of Delaware without giving
          effect to any choice of law rule that would cause the application of
          the laws of any jurisdiction other than the internal laws of the State
          of Delaware to the rights and duties of the parties. The Parties
          hereby waive and disclaim the applicability of the provisions of the
          United Nations Convention on the International Sale of Goods

     g.   Export Regulations. This Agreement is expressly made subject to any
          ------------------
          United States government laws, regulations, orders or other
          restrictions regarding export from the United States of hardware,
          software, technical data or products thereof. Notwithstanding anything
          to the contrary in this Agreement, neither party will directly or
          indirectly export (or re-export), or permits the transshipment of ,
          any hardware, software, technical data or products thereof (i) to any
          country or destination for which the United States government or a
          United States governmental agency requires an export license or other
          approval for export without first having obtained such license or
          other approval or (ii) otherwise contrary to United States law. Except
          as specifically stated in a relevant SOW to the contrary, Client bears
          the obligation for its Subscribers and Users for any export of such
          items and all taxes, fees, and issues that flow therefrom.

     h.   Subject Headings. The subject headings or captions of the sections and
          ----------------
          subsections of this Agreement are included solely for purposes of
          convenience and reference only and will not be deemed to explain,
          modify, limit, amplify or aid in the meaning, construction or
          interpretation of any of the provisions of this Agreement.

     i.   Counterparts. This Agreement may be executed in one or more
          ------------
          counterparts, each of which will be deemed an original, but all of
          which together will constitute one and the same instrument.

     j.   Entire Agreement. This Agreement sets forth the entire understanding
          ----------------
          of the Parties hereto with respect to the subject matter hereof and
          supersedes all prior and contemporaneous letters of intent,
          agreements, covenants, negotiations, arrangements, communications,
          representations, understanding or warranties, whether oral or written,
          by any officer, employee, or representative of either party relating
          thereto. There are no other understandings, statements, promises or
          inducements, oral or otherwise, contrary to the terms of this
          Agreement. No representations, warranties, covenants or conditions,
          express or implied, whether by statute or otherwise, other than as set
          forth herein have been made by either Party hereto.

     k.   Waiver. No delay or omission by either party to exercise any right or
          ------
          power provided under this Agreement, whether by conduct or otherwise,
          in any one or more instances, will impair any such right or power or
          be deemed to be a waiver or release thereof of any other right or
          power, whether or not similar. No waiver will be binding unless
          executed in writing by the Party making the waiver. Except as
          otherwise expressly provided herein, all remedies for this Agreement
          will be cumulative and in addition to, not in lieu of, any other
          remedies available to either Party at law, in equity or otherwise.


<PAGE>
     l.   Reformance/Severability. If any provision of this Agreement is
          ------------------------
          declared invalid by any court of competent jurisdiction, then such
          provision will be deemed automatically adjusted to the minimum extent
          necessary to conform to the requirements for validity as declared at
          such time and, as so adjusted, will be deemed a provision of this
          Agreement as though originally included herein. If the provision
          invalidated is of such a nature that it cannot be so adjusted, the
          provision will be deemed deleted from this Agreement as though such
          provision had never been included herein. In either case, the
          remaining provisions of this Agreement will remain in effect.

     m    Order of Precedence. Any inconsistency between this Agreement and a
          --------------------
          SOW shall be resolved by giving priority and precedence in the
          following order: (a) first to the relevant SOW(s) including all
          attachments thereto, (b) the Master SOW, and (c) then to this Master
          Agreement, provided that the Master Agreement terms and conditions
          will met to the fullest extent possible.

     n.   Inspection. Client has the right to audit or otherwise examine (or
          ----------
          have audited or examined) all applicable books, records, documents,
          and other data of the other Party (including computations and
          projections) directly relating to Subscribers under a particular SOW.
          Appiant has the right to audit or otherwise examine (or have audited
          or examined) all applicable books, records, documents, and other data
          of the other Party (including computations and projections) directly
          relating to Appiant's obligations under a particular SOW. The Party
          allowing the audit shall make available at its office at all
          reasonable times the materials described in the preceding paragraph of
          this Section for examination, audit, or reproduction for a period of
          three (3) years after termination of this Master Agreement or the
          applicable SOW.



<PAGE>
     o.   Insurance. Appiant and Client shall maintain the following insurance
          ---------
          coverage: statutory workers' compensation, employer's liability,
          comprehensive automobile liability with a combined single limit of
          $1,000,000 for each occurrence for bodily injury and property damage
          liability, and comprehensive commercial general liability in an amount
          not less than $1,000,000.00 per occurrence and $2,000,000.00 in the
          aggregate, and errors and omission insurance in an amount not less
          than $2,000,000.00. The Parties shall immediately notify each other
          upon receipt of notice of cancellation of any policy.


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.



APPIANT TECHNOLOGIES, INC.                       INPHONIC, INC.


By                                               By
   ---------------------------                      ----------------------------


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