Exhibit 10.1

                            ASSET PURCHASE AGREEMENT


                                     BETWEEN

                                STAR NUMBER, INC.

                                 (the "Vendor")

                                       AND

                            TELEPLUS WIRELESS, CORP.

                                (the "Purchaser")


                                December 29, 2005

<PAGE>

                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of December 29, 2005.

BETWEEN:

      STAR NUMBER, INC., a corporation incorporated under the laws of the State
      of Delaware

      (the "Vendor")

      - and -

      TELEPLUS WIRELESS, CORP., a corporation incorporated under the laws of the
      State of Nevada

      (the "Purchaser")

WHEREAS the Vendor carries sells pre-paid and post-paid wireless
telecommunications services under the name "Liberty Wireless";

AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase
certain of the assets of the Vendor upon and subject to the terms and conditions
hereinafter set forth;

NOW THEREFORE, in consideration of the respective premises, covenants,
agreements, representations, warranties and indemnities of the Parties herein
contained, and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the Parties), the Parties hereby
agree as follows:

                                    ARTICLE 1

                                 INTERPRETATION

1.1 Definitions

In this Agreement, unless something in the subject matter or context is
inconsistent therewith:

"Adjustment Amount" has the meaning set out in Section 3.3.

"Affiliate" means, with respect to any person, any other person that directly or
indirectly controls, is controlled by, or is under common control with that
other person. For the purposes of this definition, a person "controls" another
person if that person directly or indirectly possesses the power to direct or
cause the direction of the management and policies of that other person, whether
through ownership of securities, by contract or otherwise, and "controlled by"
and "under common control with" have similar meanings.

"Agreement" means this agreement, including its recitals and schedules, as
amended from time to time in accordance with the provisions hereof.


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"Applicable Law" means: (i) any applicable domestic or foreign law including any
statute, subordinate legislation or treaty; and (ii) any applicable guideline,
directive, rule, standard, requirement, policy, order, judgment, injunction,
award or decree of a Governmental Authority having the force of law.

"Assumed Contracts" means all of the contracts, agreements, licenses, permits,
consents or approvals which are purchased, assigned, transferred, licensed or
assumed by or to the Purchaser hereunder, as described in Schedule 2.1.

"Assumed Liabilities" has the meaning set out in Section 4.1.

"Audited Financial Statements" has the meaning set out in Section 7.5.

"Business Day" means a day other than a Saturday, Sunday or statutory holiday in
the State of Delaware.

"Capital Assets" means long-term assets, owned for personal or investment
purposes, that are not bought or sold in the normal course of business,
including fixed assets such as land, buildings, equipment, furniture, and
fixtures.

"Claims" means all losses, damages, expenses, liabilities (whether accrued,
actual, contingent, latent or otherwise), claims and demands of whatever nature
or kind including all legal fees and costs on a solicitor and client basis.

"Closing" means the completion of the transaction of purchase and sale
contemplated in this Agreement.

"Closing Balance Sheet" has the meaning set out in Section 7.8.

"Closing Date" means December 29, 2005 or such other date as may be agreed to in
writing between the Parties.

"Code" means the Internal Revenue Code of 1986, as amended, together with the
rules and regulations promulgated thereunder.

"Effective Time" means 11:59 p.m. (EST) on December 31, 2005.

"Encumbrances" means mortgages, liens, pledges, charges, security interests,
restrictions, claims, encumbrances, rights to use or acquire, ownership
interests, actions, or registrations against title of any suits, proceedings,
judgements, awards, assessments and reassessments or demands of any nature
whatsoever.

"Environmental Law" means any Applicable Law relating to the environment
including those pertaining to: (i) reporting, licensing, permitting,
investigating, remediating and cleaning up in connection with any presence or
Release, or the threat of the same, of Hazardous Substances, and (ii) the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, handling and the life of Hazardous Substances, including those
pertaining to occupational health and safety.

"Excluded Assets" has the meaning set out in Section 2.2.

"Financial Statements" has the meaning set out in subsection 6.1(g).

"GAAP" or "generally accepted accounting principles" means, at any time, United
States generally accepted accounting principles.


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"Governmental Authority" means any domestic or foreign legislative, executive,
judicial or administrative body or person having or purporting to have
jurisdiction in the relevant circumstances.

"Hazardous Substance" means any substance or material that is prohibited,
controlled or regulated by any Governmental Authority pursuant to Environmental
Laws including pollutants, contaminants, dangerous goods or substances, toxic or
hazardous substances or materials, wastes (including solid non-hazardous wastes
and subject wastes), petroleum and its derivatives and by products and other
hydrocarbons, all as defined in or pursuant to any Environmental Law.

"Indemnified Party" has the meaning set out in subsection 10.3(a).

"Indemnifying Party" has the meaning set out in subsection 10.3(a).

"Intellectual Property" means intellectual property of whatever nature and kind
including all domestic and foreign trade-marks, business names, trade names,
domain names, trading styles, patents, trade secrets, Software, industrial
designs and copyrights, whether registered or unregistered, and all applications
for registration thereof, and inventions, formulae, recipes, product
formulations, processes and processing methods, technology and techniques,
know-how and manuals.

"Licensed Intellectual Property" means all Intellectual Property not owned by
the Vendor but licensed to Vendor by the owner of such Intellectual Property and
used in connection with the Purchased Assets, including the right to use the
Intellectual Property listed in Schedule 6.1(w).

"Owned Intellectual Property" means all Intellectual Property owned by the
Vendor and belonging to or used in the Purchased Assets, including the
Intellectual Property listed in Schedule 6.1(w).

"Parties" means, collectively, the parties to this Agreement and "Party" means
any one of them;

"Permits" means all permits, consents, waivers, licences, certificates,
approvals, authorizations, registrations, franchises, rights, privileges and
exemptions, or any item with a similar effect, issued or granted by any person.

"Permitted Encumbrances" means (i) Encumbrances for taxes, assessments or
governmental charges or levies on property not yet due and delinquent; (ii)
Encumbrances for taxes, assessments and governmental charges due and being
contested in good faith and diligently by appropriate proceedings (and for the
payment of which adequate provision has been made); (iii) undetermined or
inchoate Encumbrances incidental to current construction and current operations
and statutory Encumbrances of any nature whatsoever claimed or held by any
Governmental Authority that have not at the time been filed or registered
against the title to the assets affected thereby or served upon either Vendor
pursuant to law or that relate to obligations not due or delinquent; (iv)
assignments of insurance provided to landlords (or their mortgagees) pursuant to
the terms of any lease, and rights reserved in any lease for rent or for
compliance with the terms of such lease; and (v) security given in the ordinary
course of the Purchased Assets to any public utility or Governmental Authority
in connection with the Purchased Assets, other than security for borrowed money.

"Pre-Paid Deposits" has the meaning set out in subsection 2.1(d).

"Purchase Price" has the meaning set out in Section 3.1.

"Purchased Assets" has the meaning set out in Section 2.1.


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"Release" means any release or discharge of any Hazardous Substance including
any discharge, spray, injection, inoculation, abandonment, deposit, spillage,
leakage, seepage, pouring, emission, emptying, throwing, dumping, placing,
exhausting, escape, leach, migration, dispersal, dispensing or disposal.

"Software" means all software relating to the Purchased Assets, including all
versions thereof, and all related documentation, manuals, source code and object
code, program files, data files, computer related data, field and data
definitions and relationships, data definition specifications, data models,
program and system logic, interfaces, program modules, routines, sub-routines,
algorithms, program architecture, design concepts, system designs, program
structure, sequence and organization, screen displays and report layouts, and
all other material related to such software.

"Sprint Agreement" means that Private Label PCS Services Agrement dated November
17, 2005 by and between Sprint Spectrum LP and the Vendor.

"Sprint Letter of Credit" means that certain Letter of Credit dated November 10,
2005 by and between Sprint Spectrum LP and Inphonic, Inc.

"Target Number" has the meaning set out in subsection 3.3(c).

"Time of Closing" means 2:00 p.m. (Chicago Time) on the Closing Date or such
other time as the Closing may occur.

"Third Party" has the meaning set out in subsection 10.4(c).

"Third Party Claim" has the meaning set out in Section 10.3(b).

"Vendor's Premises" has the meaning set out in Section 7.5.

1.2 Headings

The division of this Agreement into Articles and Sections and the insertion of a
table of contents and headings are for convenience of reference only and do not
affect the construction or interpretation of this Agreement. The terms "hereof",
"hereunder" and similar expressions refer to this Agreement and not to any
particular Article, Section or other portion hereof. Unless something in the
subject matter or context is inconsistent therewith, references herein to
Articles, Sections and Schedules are to Articles and Sections of and Schedules
to this Agreement.

1.3 Extended Meanings

In this Agreement words importing the singular number only include the plural
and vice versa, words importing any gender include all genders and words
importing persons include individuals, partnerships, associations, trusts,
unincorporated organizations and corporations. The term "including" means
"including without limiting the generality of the foregoing".

1.4 Statutory References

In this Agreement, unless something in the subject matter or context is
inconsistent therewith or unless otherwise herein provided, a reference to any
statute is to that statute as now enacted or as the same may from time to time
be amended, re-enacted or replaced and includes any regulations made thereunder.


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1.5 Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an
action to be taken in accordance with generally accepted accounting principles,
or GAAP, such reference will be deemed to be to the generally accepted
accounting principles from time to time approved by the Financial Accounting
Standards Board, or any successor institute, applicable as at the date on which
such calculation or action is made or taken or required to be made or taken.

1.6 Currency

Unless otherwise indicated, all dollar amounts in this Agreement are expressed
in U.S. funds.

1.7 Schedules

The following are the schedules annexed hereto and incorporated by reference
herein and deemed to be part of this Agreement:

    Schedule 2.1         Purchased Assets

    Schedule 6.1(g)      Financial Statements
    Schedule 6.1(h)      Profit and Loss Statements
    Schedule 6.1(n)      Permitted Encumbrances
    Schedule 6.1(q)      Guarantees, Indemnifications, Sureties or
                         Similar Obligations
    Schedule 6.1(w)      Intellectual Property
    Schedule 6.1(bb)     License and Maintenance Agreements for Third party
                         Software
    Schedule 6.1(dd)     Taxes and Other Matters
    Schedule 6.1(gg)     Notifications, Consents and Approvals
    Schedule 6.2(d)      Waivers to be Obtained by Purchaser

                                    ARTICLE 2

                           PURCHASE AND SALE OF ASSETS

2.1 Assets to be Purchased and Sold

Upon and subject to the terms and conditions hereof, the Vendor agrees to sell,
assign and transfer to the Purchaser and the Purchaser agrees to purchase from
the Vendor, as of and with effect from the Effective Time, all of the right,
title, benefit and interest of the Vendor in and to the assets listed below
(collectively, the "Purchased Assets"):

      (a)   subject to Section 2.3, all right, title and interest of the Vendor
            in, to and under and the full benefit of all the Assumed Contracts,
            as set forth in Schedule 2.1;

      (b)   unfilled orders received by the Vendor in connection with the
            Purchased Assets, as set forth in Schedule 2.1;


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      (c)   forward commitments to the Vendor for supplies or materials entered
            into in the usual and ordinary course of business, including third
            party deposits, whether or not there are any written contracts with
            respect thereto, as set forth in Schedule 2.1;

      (d)   pre-paid deposits paid by customers that the Vendor has collected in
            advance that are still on reserve as of the Effective Time for
            service beyond the Effective Time (the "Pre-Paid Deposits"), as set
            out in Schedule 2.1;

      (e)   accounts receivable for charges invoiced to customers of Vendor, but
            not yet collected that cover service beyond the Effective Time as
            well as all contracts with customers, as set out in Schedule 2.1;

      (f)   the corporate name, domain names, logo and all trade names
            associated with the business related to the Purchased Assets, as
            more particularly set out in Schedule 2.1;

      (g)   the records of sales, customer lists and supplier lists of or used
            in connection with the Purchased Assets, as more particularly set
            out in Schedule 2.1, as well as any related artwork used in
            connection with the business related to the Purchased Assets;

      (h)   the "Executive Dashboard" as well as the market reports, market
            studies, market research and marketing plans in connection with the
            business related to the Purchased Assets, as more particularly set
            out in Schedule 2.1; and

      (i)   the active stock, inactive new stock, recovery stock and salvage
            stock, as set out in Schedule 2.1.

2.2 Excluded Assets

The Purchased Assets shall be limited to the assets set forth in Schedule 2.1
and shall not include any other property or assets of the Vendor (the "Excluded
Assets").

2.3 Assignment of Contracts

Nothing in this Agreement shall be construed as an attempt to assign any Assumed
Contract which, as a matter of law, is not assignable without the consent of the
other party or parties thereto, unless such consent shall have been given, or
any claim or demand thereunder as to which all the remedies for the enforcement
thereof enjoyed by the Vendor would not, as a matter of law, pass to the
Purchaser as an incident of the transfers to be made under this Agreement.
Notwithstanding the foregoing, in order that the full value of any Assumed
Contract may be realized for the benefit of the Purchaser, the Vendor will, at
the request and expense and under the direction of the Purchaser in the name of
the Vendor or otherwise as the Purchaser shall specify, take all such action and
do or cause to be done all such things as shall, in the opinion of the
Purchaser, acting reasonably, be necessary or proper in order that the
obligations of the Vendor thereunder may be performed in such manner that the
value of the rights under the Assumed Contract shall be preserved and shall
enure to the benefit of the Purchaser and that the collection of monies due and
payable to the Purchaser in and under the Assumed Contract shall be received by
the Purchaser and promptly pay over to the Purchaser all monies collected by or
paid to the Vendor in respect of the Assumed Contract. Subject to the foregoing,
the Vendor and the Purchaser shall use all reasonable efforts to obtain all
consents of all requisite parties to the assignment by the Vendor to the
Purchaser of any Assumed Contract which is necessary. The Vendor and the
Purchaser will cooperate with one another in obtaining such consents but, in the
event any party to any Assumed Contract will not agree or consent to the
assignment thereof from the Vendor to the Purchaser, the Vendor, at the request
of the Purchaser, will carry out and comply with the terms and provisions of any
of such Assumed Contract as agent for the Purchaser at the Purchaser's cost and
for the Purchaser's benefit.


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                                    ARTICLE 3

                                 PURCHASE PRICE

3.1 Purchase Price

The aggregate purchase price payable by the Purchaser to the Vendor for the
Purchased Assets (the "Purchase Price") shall be satisfied by the Purchaser
paying the Vendor the amount of US$1,900,000 as follows:

      (a)   US$1,400,000 in cash on the Closing Date; and

      (b)   US$500,000 to be paid to the Vendor in four (4) equal successive
            quarterly cash instalments of US$125,000 each, subject to adjustment
            in accordance with Section 3.3, the first such instalment payable 90
            days from the Closing Date, which payment obligation shall be
            evidenced by a promissory note secured by liens on the Purchased
            Assets, in form and substance satisfactory to the Parties.

3.2 Allocation of Purchase Price

The Vendor and the Purchaser agree to allocate the Purchase Price among the
Purchased Assets in accordance with their fair market values as may be mutually
agreed, which may include the values set forth on the Closing Balance Sheet, as
well as to provide for a reasonable allocation to the assignment of the Sprint
Agreement, the customer lists and any other items as determined by the Purchaser
and, as to the remaining balance, to allocate it to goodwill.

3.3 Adjustment to Purchase Price

The parties agree that:

      (a)   the aggregate amount of all Pre-Paid Deposits received prior to the
            Effective Time for services with respect to the Purchased Assets
            that have not been provided as of the Effective Time shall be
            deducted from the Purchase Price and be subtracted from the amount
            payable by the Purchaser on the Closing Date.

      (b)   the number of Customers (as defined in this subsection) to be
            acquired by the Purchaser in connection with the acquisition of the
            Purchased Assets shall not be less than 22,000 Customers (the
            "Target Number"). "Customers" is defined for purposes of this
            subsection as active customers in respect of the Purchased Assets at
            the Time of Closing that are (A) with respect to pre-paid customers
            either: (i) less than fifteen (15) days in arrears in payments due
            to the Vendor at the Time of Closing; or (ii) are more than fifteen
            (15) days in arrears but the outstanding balance owing from such
            Customer is less than 50% of the total monthly account of such
            Customer or (B) with respect to post-paid customers either: (i) less
            than thirty (30) days in arrears in payments due to the Vendor at
            the Time of Closing; or (ii) are more than thirty (30) days in
            arrears but the outstanding balance owing from such Customer is less
            than 50% of the total monthly account of such Customer. In the event
            the number of Customers acquired at the Effective Time is less than
            the Target Number, the Purchase Price shall be reduced by US$95 per
            Customer short of the Target Number.


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3.4 Accounts Receivable

The Parties agree that accounts receivable received by the Purchaser within 60
days of the Effective Time for services with respect to the Purchased Assets
provided prior to the Effective Time shall be for and on behalf of the Vendor
and shall be remitted promptly thereto. All such amounts received more than 60
days after the Effective Time shall belong to the Purchaser.

3.5 Sales and Transfer Taxes

The Purchaser shall be liable for and shall pay all federal, state and
provincial sales taxes (including any retail sales taxes) and all other taxes or
other like charges of any jurisdiction properly payable in connection with the
transfer of the Purchased Assets by the Vendor to the Purchaser.

                                    ARTICLE 4

                            ASSUMPTION OF LIABILITIES

4.1 No Liabilities

Except as otherwise set out in this Agreement, the Purchaser shall not assume,
shall have no obligation or responsibility with respect to, and shall be
indemnified and saved harmless, by the Vendor, of, from and against, any
liabilities or obligations, contingent or otherwise, of the Vendor related to
any liabilities or obligations of the Vendor arising prior to the Effective
Time.

4.2 Bulk Sales

The Parties waive compliance with any bulk sales laws of any jurisdiction
applicable in respect of the transaction of purchase and sale contemplated by
this Agreement. The Vendor shall indemnify and hold harmless the Purchaser from
any liabilities, including any costs or expenses of the Purchaser relating
thereto arising due to the failure of the Parties to comply with applicable bulk
sales laws in respect of the purchase and sale of the Purchased Assets.

4.3 Sales Taxes

Subject to Section 3.5 and Article 10, the Vendor shall indemnify and hold
harmless the Purchaser from any liabilities, including any costs or expenses of
the Purchaser relating thereto, arising due to the failure of the Vendor to pay
all requisite taxes payable prior to Closing under the laws of any jurisdictions
in which the business related to the Purchased Assets is carried on or in which
any of the Purchased Assets are located.

                                    ARTICLE 5

                                    EMPLOYEES

5.1 Employee Liability


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Nothing in this Agreement shall be construed so as to transfer any of the
employees of the Vendor to the Purchaser, so as to transfer any of the
obligations and liabilities of the Vendor with respect to said employees to the
Purchaser or so as to obligate the Purchaser to employ after the Time of Closing
any employee of the Vendor. The Vendor shall indemnify and hold harmless the
Purchaser from any liabilities, including any costs or expenses of the Purchaser
relating thereto, regarding said employees.

                                    ARTICLE 6

                         REPRESENTATIONS AND WARRANTIES

6.1 Vendor's Representations and Warranties

The Vendor represents and warrants to the Purchaser that as of the date hereof
and as of the Effective Time, except as set forth in Schedule 6.1:

Corporate

      (a)   The Vendor is a corporation duly incorporated, organized and
            subsisting under the laws of the State of Delaware with the
            corporate power to own its assets and to carry on its business and
            has made all necessary filings under all applicable corporate,
            securities and taxation laws or any other laws to which the Vendor
            is subject.

      (b)   The Vendor has the power, authority and right to enter into and
            deliver this Agreement and to transfer the legal and beneficial
            title and ownership of the Purchased Assets to the Purchaser free
            and clear of all liens, charges, encumbrances and any other rights
            of others.

      (c)   This Agreement has been duly authorized by all necessary corporate
            action and delivered and constitutes a valid and legally binding
            obligation of the Vendor, enforceable against the Vendor in
            accordance with its terms subject to applicable bankruptcy,
            insolvency, reorganization and other laws of general application
            limiting the enforcement of creditors' rights generally and to the
            fact that specific performance is an equitable remedy available only
            in the discretion of the court.

      (d)   There is no contract, option or any other right of another binding
            upon or which at any time in the future may become binding upon the
            Vendor to sell, transfer, assign, pledge, charge, mortgage or in any
            other way dispose of or encumber any of the Purchased Assets other
            than pursuant to the provisions of this Agreement or pursuant to
            purchase orders accepted by the Vendor in the usual and ordinary
            course of the Purchased Assets.

      (e)   Neither the entering into nor the delivery of this Agreement nor the
            completion of the transactions contemplated hereby by the Vendor
            will result in the violation of: (i) any of the provisions of the
            organizational documents or by-laws of the Vendor; (ii) any material
            agreement or other instrument to which the Vendor is a party or by
            which the Vendor is bound; or (iii) any Applicable Law.

Financial

      (f)   The books and records of the Vendor relating to the Purchased Assets
            are true and correct and all material financial transactions of the
            Vendor relating to the Purchased Assets have been accurately
            recorded in such books and records and, to the extent possible, such
            books and records have been prepared in accordance with generally
            accepted accounting principles consistently applied.


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      (g)   The audited financial statements of InPhonic, Inc., the parent
            company of the Vendor (the "Parent"), for the fiscal year ended
            December 31, 2004, and the unaudited financial statements for the
            Parent for the three (3) quarters ended September 30, 2005 of the
            fiscal year 2005 (the "Financial Statements"), a copy of each of
            which is attached hereto as Schedule 6.1(g): (i) are in accordance
            with the books and accounts of the Parent as at the date thereof;
            (ii) are true and correct and present fairly the financial position
            of the Parent as at the date thereof; (iii) have been prepared in
            accordance with generally accepted accounting principles
            consistently applied, and (iv) present fairly all of the assets and
            liabilities of the Parent as at the date thereof including all
            contingent liabilities of the Parent as at the date thereof.

      (h)   The unaudited and unreviewed profit and loss statements for the
            Vendor's business carried out under the name "Liberty" for 2003,
            2004 and for 2005 (up until the end of November), a copy of each of
            which is attached hereto as Schedule 6.1(h): (i) are true and
            correct and present fairly the revenues, cost of goods sold,
            operating expenses and earnings for the business carried out under
            the name "Liberty" and (ii) have been prepared in accordance with
            generally accepted accounting principles consistently applied.

      (i)   Since the date of the Financial Statements, the Vendor has carried
            on its business in its usual and ordinary course and the Vendor has
            not entered into any transaction out of the usual and ordinary
            course with respect to the Purchased Assets. Since the date of the
            Financial Statements there has been no change in the affairs,
            business, prospects, operations or condition of the Purchased
            Assets, financial or otherwise, whether arising as a result of any
            legislative or regulatory change, revocation of any licence or right
            to do business, fire, explosion, accident, casualty, labour dispute,
            flood, drought, riot, storm, condemnation, act of God, public force
            or otherwise, except changes occurring in the usual and ordinary
            course of business that have not materially and adversely affected
            the affairs, business, prospects, operations or condition of the
            Purchased Assets, financial or otherwise.

      (j)   No current or former director, officer, shareholder or employee of
            the Vendor or any person not dealing at arm's length (within the
            meaning of the Code) with any such person or with the Vendor is
            indebted to the Vendor.

Purchased Assets

      (k)   All the records of sales, customer lists and supplier lists of or
            used in connection with the business related to the Purchased Assets
            are true and complete and have been disclosed to the Purchaser by
            the Vendor and Schedule 2.1 makes complete reference thereto.

      (l)   All the market reports, market studies, market research and
            marketing plans used in connection with the business related to the
            Purchased Assets are true and complete and have been disclosed to
            the Purchaser by the Vendor and Schedule 2.1 makes complete
            reference thereto.


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      (m)   The Vendor is the owner of the Purchased Assets with good title to
            all the other Purchased Assets, free and clear of all liens,
            charges, encumbrances and any other rights of others other than
            Permitted Encumbrances.

      (n)   There are no Permitted Encumbrances on the Purchased Assets and no
            facts of which the Vendor is aware which could give rise to
            Permitted Encumbrances, except as disclosed in Schedule 2.1.

Contracts and Commitments

      (o)   The Vendor is not a party to any contract or commitment relating to
            the Purchased Assets outside the usual and ordinary course of its
            business and is not a party to any contract or commitment relating
            to the Purchased Assets extending for a period of time longer than
            12 months or involving expenditures by the Vendor in the aggregate
            in excess of US$25,000.

      (p)   The Vendor is not in material default or breach of any contract or
            commitment relating to the Purchased Assets and there exists no
            condition, event or act that, with the giving of notice or lapse of
            time or both, would constitute such a material default or breach,
            and all such contracts and commitments are in good standing and in
            full force and effect without amendment thereto and the Vendor is
            entitled to all benefits thereunder.

      (q)   Except as set out in Schedule 6.1(q), the Vendor is not a party to
            or bound by any guarantee, indemnification, surety or similar
            obligation pertaining to the Purchased Assets.

      (r)   The Vendor does not have any subsidiaries or any agreements, options
            or commitments to acquire any securities of any corporation or to
            acquire or lease any real property or assets to be used in or in
            connection with the Purchased Assets.

      (s)   There are no material outstanding orders, notices or similar
            requirements relating to the business related to the Purchased
            Assets or to the Purchased Assets issued by any Governmental
            Authority and there are no matters under discussion with any
            Governmental Authority relating to material orders, notices or
            similar requirements.

Intellectual Property

      (t)   The Vendor has the exclusive right to use the Owned Intellectual
            Property and has not granted licenses to others to use the Owned
            Intellectual Property.

      (u)   The Vendor has the right to use and sublicense the Licensed
            Intellectual Property.

      (v)   The Owned Intellectual Property is in good standing and has been
            duly registered or applications to register the same have been filed
            in all appropriate offices to preserve the rights therein and of the
            Vendor thereto.

      (w)   The Intellectual Property listed on Schedule 6.1(w) includes all of
            the Intellectual Property used in or required for the proper
            carrying on of the Purchased Assets, including the Owned
            Intellectual Property and the Licensed Intellectual Property, and
            where such Intellectual Property has been registered or applications
            to register have been made, the particulars are set forth in
            Schedule 6.1(w).


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<PAGE>

      (x)   The Vendor is not a party to any contract or commitment to pay any
            royalty, licence or other fee with respect to the use of the Owned
            Intellectual Property or the Licensed Intellectual Property except
            as set out in Schedule 6.1(w).

      (y)   No consents are required in order for the Licensed Intellectual
            Property to be licensed or sub-licensed to any third party or for
            the Owned Intellectual Property to be sold to the Purchaser under
            this Agreement.

      (z)   To the Vendor's knowledge, neither the conduct of the Purchased
            Assets nor the sale of the Purchased Assets under this Agreement
            involves any infringement, misuse or misappropriation of any
            Intellectual Property rights of third parties.

      (aa)  The Owned Intellectual Property and the Licensed Intellectual
            Property are not invalid or unenforceable. To the Vendor's
            knowledge, no infringement, misuse or misappropriation of the Owned
            Intellectual Property has occurred.

      (bb)  Copies of all licence and maintenance agreements for third party
            software programs have been made available by the Vendor to the
            Purchaser (a list of which appears in Schedule 6.1(bb), except in
            respect of programs that are shrinkwrapped software and that are
            purchased off-the-shelf by the Vendor.

Environmental

      (cc)  The Vendor has not been convicted of an offence or been subjected to
            any judgment, injunction or other proceeding or been fined or
            otherwise sentenced for non-compliance with any Environmental Laws,
            and it has not settled any prosecution or other proceeding short of
            conviction in connection therewith, in relation to the Purchased
            Assets.

Taxes and other Matter

      (dd)  Except as set forth on Schedule 6.1(dd):

            (1) Vendor has duly and timely filed all required tax returns and
            has paid all taxes required to be paid by it on or prior to the
            Closing, and such tax returns correctly reflected the facts
            regarding the income, business, operations and any other required
            information. There are no agreements, waivers or other arrangements
            providing for an extension of time with respect to the filing of any
            tax returns or payment of any taxes; there are no investigations,
            examinations, reassessments, claims, actions, suits or proceedings
            threatened or pending against Vendor in respect of any taxes, nor
            are there any matters under discussion with any federal, provincial,
            state or local government or taxing authority, relating to any taxes
            imposed, levied or assessed by any such government or authority.

            (2) Vendor has withheld from payments made to employees, directors,
            officers or shareholders all amounts which it is required to
            withhold or deduct by law and has duly remitted such amounts within
            the time and in the manner required by law.

            (3) Vendor has filed all necessary tax returns in the states in
            which it has conducted business.


                                       13
<PAGE>

            (4) Vendor is not a party to nor has any obligations under any
            tax-sharing, tax indemnity or tax allocation agreement or
            arrangement. Vendor has no liability for the taxes of any person
            (other than Vendor) under Section 1.1502-6 of the treasury
            regulations under the Code (or any similar provisions of state,
            local or foreign law) as the transferee or successor, by contract or
            otherwise.

            (5) There are no liens for taxes (other than for current taxes not
            yet due and payable) upon any of Vendor's assets.

            (6) As used herein, "tax or taxes" means all taxes (including
            estimated taxes), assessments, reassessments, charges, levies and
            all other imposts, together with all interest, penalties and fines
            thereon or additions thereto, of whatever kind or nature, including
            without limitation, income, sales, employment (including social
            security and unemployment) and franchise, imposed, levied or
            assessed by any federal, state, provincial or local government or
            taxing authority, and including any transferee or secondary
            liability in respect of any tax (whether imposed by law, contractual
            agreement or otherwise); and "tax returns" means all federal, state
            or local tax reports, returns, declarations of estimated tax or
            other information required to be filed with respect to Vendor, its
            income, properties and business.

General

      (ee)  There are no actions, suits or proceedings (whether or not
            purportedly on behalf of the Vendor): (i) pending or threatened
            against or adversely affecting, or which could materially adversely
            affect, the Purchased Assets or the Purchased Assets; or (ii) before
            or by any Governmental Authority.

      (ff)  The Vendor is using the Purchased Assets in material compliance with
            all Applicable Laws in all jurisdictions in which the business
            related to the Purchased Assets is carried on, is not in breach of
            any such Applicable Laws and is duly licensed, registered or
            qualified in all jurisdictions in which the Vendor carries on the
            business related to the Purchased Assets to enable the business
            related to the Purchased Assets to be carried on as now conducted
            and its assets to be owned, leased and operated, and all such
            licences, registrations and qualifications are valid and subsisting
            and in good standing and none of the same contains any term,
            provision, condition or limitation which has or may have a material
            adverse effect on the operation of the Purchased Assets or which may
            be affected by the completion of the transactions contemplated
            hereby.

      (gg)  The Vendor has, and requires, no licences, permits, approvals,
            registrations, consents or other authorizations to own and operate
            the business related to the Purchased Assets as now conducted, and
            Purchaser is not required to obtain any licenses, permits,
            approvals, registrations, consents or other authorizations to enable
            the Purchaser to own and operate the business related to the
            Purchased Assets as now conducted after the Closing, except as set
            forth in Schedule 6.1(gg).

      (hh)  There is no requirement for the Vendor to make any filing with, give
            any notice to or to obtain any licence, permit, certificate,
            registration, authorization, consent or approval of, and
            Governmental Authority as a condition to the lawful consummation of
            the transactions contemplated by this Agreement, except for any
            filings, notifications, licenses, permits, certificates,
            registrations, consents and approval described in Schedule 6.1(hh).
            There is no requirement under any Assumed Contract to give any
            notice to, or to obtain the consent or approval of, any party to
            such Assumed Contract relating to the consummation of the
            transactions contemplated by this Agreement, except for the
            notifications, consents and approvals described in Schedule 6.1(hh).


                                       14
<PAGE>

      (ii)  To the Vendor's knowledge, all information that the Vendor has
            provided to the Purchaser relating to the Purchased Assets is true
            and correct in all material respects. No representation or warranty
            or other statement made by the Vendor in this Agreement or any
            schedule or exhibit delivered pursuant to this Agreement contains
            any untrue statement of a material fact or omits to state a material
            fact necessary to make any of them, in light of the circumstances in
            which it was made, not misleading. Notwithstanding the foregoing,
            the Purchaser acknowledges and agrees that the Vendor is making no
            representation or warranty as to any projections or other
            forward-looking information provided by the Vendor to the Purchaser.

      (jj)  The Vendor has the financial ability to complete the transactions
            contemplated by this Agreement. Following the Closing, the Vendor
            will be Solvent. As used in this paragraph, the term "Solvent" means
            that (i) the present fair market value (or present fair salesable
            value) of the assets of the Vendor is not less than the total amount
            required to pay the liabilities of the Vendor on their total
            existing debts and liabilities (including contingent liabilities)
            (which liabilities are calculated for purposes of this
            representation in the manner used in the preparation of the Parent's
            consolidated financial statements) as they become absolute and
            matured; (ii) the Vendor is able to realize upon its assets and pay
            its debts and other liabilities, contingent obligations and
            commitments as they mature and become due in the normal course of
            business; and (iii) the Vendor is not incurring debts or liabilities
            beyond its ability to pay as such debts and liabilities mature.

6.2 Purchaser's Representations and Warranties

The Purchaser represents and warrants to the Vendor that:

      (a)   The Purchaser is a corporation duly incorporated, organized and
            subsisting under the laws of the State of Nevada.

      (b)   The Purchaser has good and sufficient power, authority and right to
            enter into and deliver this Agreement and to complete the
            transactions to be completed by the Purchaser contemplated
            hereunder.

      (c)   This Agreement has been duly authorized by all necessary corporate
            action and delivered and constitutes a valid and legally binding
            obligation of the Purchaser, enforceable against the Purchaser in
            accordance with its terms subject to applicable bankruptcy,
            insolvency, reorganization and other laws of general application
            limiting the enforcement of creditors' rights generally and to the
            fact that specific performance is an equitable remedy available only
            in the discretion of the court.

      (d)   Neither the entering into nor the delivery of this Agreement nor the
            completion of the transactions contemplated hereby by the Purchaser
            will result in the violation of: (i) any of the provisions of the
            organizational documents or by-laws of the Purchaser; (ii) any
            agreement or other instrument to which the Purchaser is a party or
            by which the Purchaser is bound; or (iii) any Applicable Law, except
            as set forth in Schedule 6.2(d) and for which the Purchaser
            undertakes to obtain a waiver within thirty (30) days of the Closing
            Date.


                                       15
<PAGE>

      (e)   The Purchaser has the financial ability to complete the transactions
            contemplated by this Agreement. Following the Closing, the Purchaser
            will be Solvent. As used in this paragraph, the term "Solvent" means
            that (i) the present fair market value (or present fair salesable
            value) of the assets of the Purchaser is not less than the total
            amount required to pay the liabilities of the Purchaser on their
            total existing debts and liabilities (including contingent
            liabilities) (which liabilities are calculated for purposes of this
            representation in the manner used in the preparation of the
            Purchaser's consolidated financial statements) as they become
            absolute and matured; (ii) the Purchaser is able to realize upon its
            assets and pay its debts and other liabilities, contingent
            obligations and commitments as they mature and become due in the
            normal course of business; and (iii) the Purchaser is not incurring
            debts or liabilities beyond its ability to pay as such debts and
            liabilities mature.

                                    ARTICLE 7

                             COVENANTS OF THE VENDOR

7.1 Representations, Warranties and Conditions

The Vendor will ensure that the representations and warranties of the Vendor set
out in Section 6.1 are true and correct at the Time of Closing and that the
conditions of Closing for the benefit of the Purchaser set out in Section 12.1
have been performed or complied with by the Time of Closing.

7.2 Purchaser's Access to Books and Records

The Vendor covenants and agrees to retain all original accounting books and
records relating to the Purchased Assets (relating to the period on or prior to
the Closing Date) which are not delivered to the Purchaser upon Closing for a
period of six (6) years from the Closing Date or for such longer period as may
be required by Applicable Law. So long as any such books and records are
retained by the Vendor pursuant to this Agreement, the Purchaser shall have the
reasonable right to inspect and to make copies (at its own expense) of the same
at any time upon reasonable request during normal business hours and upon
reasonable notice for any proper purpose and without undue interference to the
business operations of the Vendor. The Vendor shall have the right to have its
representatives present during any such investigations.

7.3 Request for Consents

The Vendor will use its reasonable commercial efforts to obtain, prior the
Closing Date, all consents which are required under the Assumed Contracts set
forth in Schedules 2.1. Such consents shall be upon such terms as are acceptable
to the Purchaser, acting reasonably. The Purchaser will co-operate in obtaining
such consents. All other required consents shall be obtained by the Vendor by no
later than January 29, 2006

7.4 Audited Financial Statements

The Vendor shall cause to be prepared and delivered to the Purchaser, at the
cost and expense of the Vendor, annual financial statements of the Parent for
the two years ended December 31, 2005 (the "Financial Statements") promptly
following the filing of such Financial Statements with the U.S. Securities and
Exchange Commission.


                                       16
<PAGE>

7.5 Assistance by Vendor

In order that the Purchaser may, following the Closing, realize the full benefit
of the Assumed Contracts, the Vendor will, at the request and under the
direction of the Purchaser, as the Purchaser shall specify: (a) take all such
action and do or cause to be done all such things as shall, in the opinion of
the Purchaser acting reasonably, be necessary or proper, including providing the
Purchaser reasonable access to the Vendor's premises during normal business
hours located at 10803 Parkridge blvd., Suite 100, Reston, Virginia 20191
following the Purchaser's delivery of written notice two business days prior to
the date such access is requested (the "Vendor's Premises"), in order that the
obligations of the Purchaser thereunder may be performed in such manner that the
value of such Assumed Contracts shall be preserved and shall enure to the
benefit of the Purchaser, and that the collection of moneys due and payable to
the Purchaser in and under the Assumed Contracts shall be received by the
Purchaser; and (b) promptly pay over to the Purchaser any moneys collected after
the Effective Time by or paid to the Vendor in respect of every such Assumed
Contract.

7.6 Funds Collected by the Vendor

The Parties acknowledge that, subsequent to Closing, funds for hardware and
related accessories, subscriber funds and other funds related to subscriber
services may be collected by the Vendor which belong to the Purchaser. The
Vendor acknowledges that it collects such funds for and on behalf of the
Purchaser and undertakes to remit such funds to the Purchaser in accordance with
the terms set forth in a mutually acceptable transition services agreement.

7.7 Liberty on Parent Website

The Vendor shall cause the Parent to maintain the level and intensity of
visibility of all "Liberty" brands on its websites until the earlier of February
15, 2006 or until such time as the Parties have concluded a mutually acceptable
agreement with respect thereto. The Parties agree to negotiate in good faith for
the conclusion of such agreement.

7.8 Referrals

The Vendor shall, and shall cause the Parent to, continue to refer to the
Purchaser any customers or potential customers who do not meet the Vendor's or
the Parent's credit requirements until the earlier of February 15, 2006 or until
such time as the Parties have concluded a mutually acceptable lead referral
agreement with respect thereto. The Parties agree to negotiate in good faith for
the conclusion of such agreement.

7.9 Audit

Within sixty-five (65) days of the Closing Date, the Vendor shall deliver to the
Purchaser an audit of the business related to the Purchased Assets, which audit
shall include profit and loss statements for said business for the fiscal years
2004 and 2005 as well as a balance sheet of said business as at the Effective
Time (the "Closing Balance Sheet"). The Purchaser shall engage its auditors,
Mintz & Partners, or any other auditors, at the Purchaser's sole and entire
discretion, to complete such audit. The Parties hereto agree that they will each
pay for fifty percent (50%) of the audit.

7.10 Distributor Agreements

No later than five (5) Business Days from the Closing Date, the Vendor shall
deliver to the Purchaser, in electronic format where available, copies of all
distributor agreements and/or purchase orders in respect of the business related
to the Purchased Assets, as well as all other related agreements, documents and
information with respect thereto. Furthermore, the Vendor shall facilitate
introductions between the Purchaser, on the one hand, and the parties to the
aforementioned distributor agreements and/or purchase orders, on the other hand.
For the avoidance of doubt, such agreements and orders shall not be deemed to be
Purchased Assets.


                                       17
<PAGE>

7.11 Domain Registration Locations

No later than five (5) Business Days from the Closing Date, the Vendor shall
deliver to the Purchaser the domain registration locations of each of the
websites referred to in Schedule 2.1 as well as the expiry dates of such domain
registrations.

7.12 Hosting of Websites

The Vendor shall, or shall cause the Parent to, continue to host the websites
referred to in Schedule 2.1 at no cost to the Purchaser (i) for a period of six
(6) months after the Closing Date, and (ii) thereafter at a price to be
determined by the Parties, negotiating in good faith.

                                    ARTICLE 8

                           COVENANTS OF THE PURCHASER

8.1 Representations, Warranties and Conditions

The Purchaser will ensure that the representations and warranties of the
Purchaser set out in Section 6.2 are true and correct at the Time of Closing and
that the conditions of Closing for the benefit of the Vendor set out in Section
12.2 have been performed or complied with by the Time of Closing.

                                    ARTICLE 9

              SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

9.1 Survival of Vendor's Representations, Warranties and Covenants

      (a)   The representations and warranties of the Vendor set forth in
            Section 6.1 will survive the completion of the sale and purchase of
            the Purchased Assets herein provided for and, notwithstanding such
            completion, will continue in full force and effect for the benefit
            of the Purchaser for a period of 12 months from the Closing Date or
            such earlier date as may be imposed by statute.

      (b)   The covenants of the Vendor set forth in this Agreement will survive
            the completion of the sale and purchase of the Purchased Assets
            herein provided for and, notwithstanding such completion, will
            continue in full force and effect for the benefit of the Purchaser
            in accordance with the terms thereof.

9.2 Survival of Purchaser's Representations, Warranties and Covenants

      (a)   The representations and warranties of the Purchaser set forth in
            Section 6.2 will survive the completion of the sale and purchase of
            the Purchased Assets herein provided for and, notwithstanding such
            completion, will continue in full force and effect for the benefit
            of the Vendor for a period of 12 months from the Closing Date or
            such earlier date as may be imposed by statute.


                                       18
<PAGE>

      (b)   The covenants of the Purchaser set forth in this Agreement will
            survive the completion of the sale and purchase of the Purchased
            Assets herein provided for and, notwithstanding such completion,
            will continue in full force and effect for the benefit of the Vendor
            in accordance with the terms thereof.

                                   ARTICLE 10

                                 INDEMNIFICATION

10.1 Indemnification by Vendor

The Vendor hereby agrees to indemnify and hold the Purchaser harmless from and
against any claim, demand, action, cause of action, damage, loss (including lost
profits), costs, liability or expense (including legal fees) which may be made
or brought against the Purchaser or which the Purchaser may suffer or incur,
directly or indirectly, in respect of as a result of, or arising out of:

      (a)   any non-fulfillment of any agreement or covenant on the part of the
            Vendor contained in this Agreement or any document or certificate
            given pursuant to this agreement;

      (b)   any inaccuracy in or breach of any of the Vendor's representations
            or warranties contained in this Agreement or any document or
            certificate given pursuant to this Agreement;

      (c)   any non-compliance with the provisions of any bulk sales laws of any
            jurisdiction applicable in respect of the transaction of purchase
            and sale contemplated by this Agreement;

      (d)   any non-compliance or non-payment under the laws of any jurisdiction
            in which the business related to the Purchased Assets is carried on
            or in which any of the Purchased Assets are located; and

      (e)   any Claims against the Purchaser relating to any liabilities or
            obligations of the Vendor other than in relation to the Assumed
            Contracts, including any liabilities or obligations relating to the
            Excluded Assets.

10.2 Indemnification by Purchaser

The Purchaser hereby agrees to indemnify and hold the Vendor harmless from and
against any claim, demand, action, cause of action, damage, loss (including lost
profits), cost, liability or expense (including legal fees) which may be made or
brought against the Vendor or which the Vendor may suffer or incur, in respect
of, or arising out of:

      (a)   any non-fulfillment of any agreement or covenant on the part of the
            Purchaser contained in this Agreement or any document or certificate
            given pursuant to this Agreement;


                                       19
<PAGE>

      (b)   any inaccuracy in or breach of any of the Purchaser's
            representations or warranties contained in this Agreement or any
            document or certificate given pursuant to this Agreement; and

      (c)   any retail sales tax, income tax or other tax in respect of the
            Purchased Assets with respect to any period of time after the
            Closing, including any retail sales tax with respect to the sale of
            the Purchased Assets.

10.3 Procedure for Indemnification

      (a)   Following receipt from the Vendor or the Purchaser, as the case may
            be (the "Indemnified Party"), of a written notice of a claim for
            indemnification which has not arisen in respect of a Third Party
            Claim (as defined in subsection 10.3(b) below), the party who is in
            receipt of such notice (the "Indemnifying Party") shall have 30 days
            to make such investigation of the claim as the Indemnifying Party
            considers necessary or desirable. For the purpose of such
            investigation, the Indemnified Party shall make available to the
            Indemnifying Party the information relied upon by the Indemnified
            Party to substantiate the claim. If the Indemnified Party and the
            Indemnifying Party agree at or prior to the expiration of such 30
            day period (or any mutually agreed upon extension thereof) to the
            validity and amount of the claim, the Indemnifying Party shall
            immediately pay to the Indemnified Party the full agreed upon amount
            of the claim.

      (b)   The Indemnified Party shall notify the Indemnifying Party in writing
            as soon as reasonably practicable after being informed in writing
            that facts exist which may result in a claim originating from a
            Person other than the Indemnified Party (a "Third Party Claim") and
            in respect of which a right of indemnification given pursuant to
            Sections 10.1 or 10.2 may apply. The Indemnifying Party shall have
            the right to elect, by written notice delivered to the Indemnified
            Party within 10 days of receipt by the Indemnifying Party of the
            notice from the Indemnified Party in respect of the Third Party
            Claim, at the sole expense of the Indemnifying Party, to participate
            in or assume control of the negotiation, settlement or defense of
            the Third Party Claim, provided that:

            (i)   such will be done at all times in a diligent and bona fide
                  matter;

            (ii)  the Indemnifying Party acknowledges in writing its obligation
                  to indemnify the Indemnified Party in accordance with the
                  terms contained in this Agreement in respect of that Third
                  Party Claim; and

            (iii) the Indemnifying Party shall pay all reasonable out-of-pocket
                  expenses incurred by the Indemnified Party as a result of such
                  participation or assumption.

      (c)   If the Indemnifying Party elects to assume such control, the
            Indemnified Party shall cooperate with the Indemnifying Party and
            its counsel and shall have the right to participate in the
            negotiation, settlement or defense of such Third Party Claim at its
            own expense. If the Indemnifying Party does not so elect or, having
            elected to assume such control, thereafter fails to proceed with the
            settlement or defense of any such Third Party Claim in accordance
            with paragraphs 10.3(b)(i) through 10.3(b)(iii), inclusively, the
            Indemnified Party shall be entitled to assume such control. In such
            case, the Indemnifying Party shall cooperate where necessary with
            the Indemnified Party and its counsel in connection with such Third
            Party Claim and the Indemnifying Party shall be bound by the results
            obtained by the Indemnified Party with respect to such Third Party
            Claim.


                                       20
<PAGE>

10.4 Additional Indemnification Rules and Procedures

The obligation of the Parties to indemnify each other pursuant to this Section
10.4 shall also be subject to the following:

      (a)   notwithstanding the threshold contained in subsection 10.4(b), an
            Indemnified Party shall only be entitled to make a claim for
            indemnification pursuant to Article 10 if written notice containing
            reasonable particulars of such claim is delivered to the
            Indemnifying Party within the time periods provided for in Section
            10.3;

      (b)   no claim for indemnification may be made until the aggregate value
            of all such claims, whether or not previously made by the
            Indemnified Party, exceeds US$25,000. For greater certainty, such
            threshold shall not apply to any adjustment of the Purchase Price
            pursuant to any provision of this Agreement. The parties acknowledge
            that this US$25,000 threshold is not a deductible and the
            Indemnified Party shall be entitled to seek recovery of the amount
            of all claims which would not have been defeated by the operation of
            the survival periods provided in Sections 9.1 or 9.2, as the case
            may be;

      (c)   if any Third Party Claim is of a nature such that the Indemnified
            Party is required by applicable law to make a payment to any Person
            (a "Third Party") with respect to such Third Party Claim before the
            completion of settlement negotiations or related legal proceedings,
            the Indemnified Party may make such payment and the Indemnifying
            Party shall, forthwith after demand by the Indemnified Party,
            reimburse the Indemnified Party for any such payment. If the amount
            of any liability under the Third Party Claim in respect of which
            such a payment was made, as finally determined, is less than the
            amount which was paid by the Indemnifying Party to the Indemnified
            Party, the Indemnified Party shall, forthwith after receipt of the
            difference from the Third Party, pay such difference to the
            Indemnifying Party;

      (d)   except in the circumstances contemplated by subection 10.4(c) above,
            and whether or not the Indemnifying Party assumes control of the
            negotiation, settlement or defense of any Third Party Claim, the
            Indemnified Party shall not settle or compromise any Third Party
            Claim except with the prior written consent of the Indemnifying
            Party (which consent shall not be unreasonably withheld). A failure
            by the Indemnifying Party to respond in writing to a written request
            by the Indemnified Party for consent for a period of five (5)
            business days or more shall be deemed a consent by the Indemnifying
            Party to such request;

      (e)   the Indemnifying Party and the Indemnified Party shall provide each
            other on an ongoing basis with all information which may be relevant
            to the other's liability hereunder and shall supply copies of all
            relevant documentation promptly as they become available;

      (f)   notwithstanding subection 10.4(d) if the Indemnified Party has
            assumed control of the negotiation, settlement and defence of a
            Third Party Claim, the Indemnifying Party shall not settle any Third
            Party Claim or conduct any related legal or administrative
            proceeding in a manner which would, in the opinion of the
            Indemnified Party, acting reasonably, have a material adverse impact
            on the Indemnified Party, unless the Indemnified Party fails to
            respond in writing to a written request by the Indemnifying Party
            for consent to the proposed action by the Indemnifying Party within
            five (5) business days; and


                                       21
<PAGE>

      (g)   except with respect to Claims arising out of obligations under the
            Sprint Agreement, tax liabilities, Product Liability and liabilities
            caused by the fraud, gross negligence or willful misconduct of the
            other Party, the maximum liability for either Party under this
            Agreement shall not exceed the Purchase Price. For the purposes of
            this paragraph 10.4(g), "Product Liability" means liability incurred
            in connection with the sale or use of any products by Vendor or its
            customers as a result of negligence, strict liability, breach of
            warranty or similar consumer protection claims, including legal
            liability for replacement or repair of such products other than in
            the ordinary course of business.

10.5 Rights Cumulative

The rights or indemnification contained in this Article 10 are cumulative and
are in addition to every other right or remedy of the Parties contained in this
Agreement.

10.6 Right of Set-Off

To fund, in part or in whole, any claims made by the Purchaser under this
Article 10 against the Vendor, the Vendor agrees that the Purchaser shall be
entitled to set-off against amounts owing by it to the Vendor under Section 3.1,
provided that any such set-off shall be made in accordance with this Section
10.6. The Purchaser shall provide 5 days prior written notice of its intention
to claim set-off under this section, and such written notice shall include all
available particulars of the claim and a detailed calculation of the Purchaser's
estimate of amounts owing to it under this Article 10. The amount of the
proposed set-off shall represent a bona fide estimate of the quantum of damages
to which the Purchaser claims entitlement under this Article 10. Pending final
resolution of any disputed claim made by the Purchaser under this Section 10.6,
the Purchaser shall be entitled to withhold the amount of such claim from any
payment of due under Section 3.1. If the Purchaser and the Vendor are unable to
agree as to the appropriate quantum to be set off by the Purchaser, the matter
shall be settled in accordance with the provisions of Article 14.

                                   ARTICLE 11

                                  RISK OF LOSS

11.1 Damage or Destruction

The Purchased Assets shall be and remain at the risk of the Vendor up to and
including the Time of Closing. If, prior to the Effective Time, all or any part
of the Purchased Assets are destroyed or damaged or shall be appropriated,
expropriated or seized by governmental or other lawful authority, the Vendor
shall no later than 10 Business Days thereafter (but in any event prior to the
Closing Date), issue to the Purchaser a notice in writing (a "Damage Notice")
(a) describing such destruction, damage, appropriation, expropriation or
seizure, (b) indicating the estimated cost to repair or replace such damage or
property, and (c) indicating whether it is willing to repair or replace such
damage or property. The Purchaser shall have 5 Business Days following receipt
of the Damage Notice:


                                       22
<PAGE>

      (a)   to reduce the Purchase Price by an amount equal to the cost of
            repair, or, if destroyed or damaged beyond repair, by an amount
            equal to the replacement cost of the assets forming part of the
            property or assets so damaged or destroyed and to complete the
            purchase; or

      (b)   to complete the purchase without reduction of the Purchase Price, in
            which event all proceeds of an insurance or compensation for
            expropriation or seizure shall be payable to the Purchaser and any
            right and claim of the Vendor to any such amounts not paid by the
            Effective Time shall be assigned to the Purchaser; or

      (c)   if all or a substantial portion of the property or assets are so
            destroyed or damaged, of terminating this Agreement and not
            completing the purchase, in which case all obligations of the
            Purchaser shall terminate forthwith upon the Purchaser giving notice
            as required herein.

                                   ARTICLE 12

                              CONDITIONS OF CLOSING

12.1 Conditions for the Benefit of the Purchaser

      (a)   The sale by the Vendor and the purchase by the Purchaser of the
            Purchased Assets is subject to the following conditions, which are
            for the exclusive benefit of the Purchaser and which are to be
            performed or complied with at or prior to the Time of Closing:

            (i)   the representations and warranties of the Vendor set forth in
                  Section 6.1 will be true and correct in all material respects
                  at the Time of Closing with the same force and effect as if
                  made at and as of such time;

            (ii)  the Vendor will have performed or complied with all of the
                  terms, covenants and conditions of this Agreement to be
                  performed or complied with by the Vendor at or prior to the
                  Time of Closing;

            (iii) the Purchaser will be furnished with such certificates or
                  other instruments (including instruments of conveyance with
                  respect to the Purchased Assets) of the Vendor or of officers
                  of the Vendor as the Purchaser or the Purchaser's counsel may
                  reasonably deem necessary in order to establish that the
                  terms, covenants and conditions contained in this Agreement
                  have been performed or complied with by the Vendor at or prior
                  to the Time of Closing have been performed or complied with
                  and that the representations and warranties of the Vendor
                  herein given are true and correct at the Time of Closing;

            (iv)  there will have been obtained from all appropriate federal,
                  state, provincial, municipal or other governmental or
                  administrative bodies such approvals or consents as are
                  required to permit the change of ownership of the Purchased
                  Assets contemplated hereby and to permit the business related
                  to the Purchased Assets to be carried on by the Purchaser as
                  now conducted;

            (v)   no action or proceeding in the United States will be pending
                  or threatened by any person, government, governmental
                  authority, regulatory body or agency to enjoin, restrict or
                  prohibit: (A) the sale and purchase of the Purchased Assets
                  contemplated hereby; or (B) the right of the Purchaser to
                  conduct the Purchased Assets;


                                       23
<PAGE>

            (vi)  no material damage to the Purchased Assets will have occurred
                  from the date hereof to the Time of Closing;

            (vii) all necessary steps and proceedings will have been taken to
                  permit the Purchased Assets to be duly and regularly
                  transferred to and registered in the name of the Purchaser;

            (viii) all consents or approvals from or notifications to any lessor
                  or other third person required under the terms the Assumed
                  Contracts with respect to the assignment thereof to the
                  Purchaser hereunder, or otherwise in connection with the
                  consummation of the transactions contemplated hereby, shall
                  have been duly obtained or given, as the case may be, on or
                  before the Time of Closing;

            (ix)  the Vendor shall have delivered to the Purchaser a
                  non-competition agreement having a term of three (3) years in
                  form and substance satisfactory to the Purchaser, acting
                  reasonably;

            (x)   the Vendor shall have successfully assigned and transferred to
                  the Purchaser all major agreements including, without
                  limitation, the Sprint Agreement. For greater certainty, the
                  successful assignment and transfer of any agreement shall
                  include a consent thereto by the co-contracting party in form
                  and substance satisfactory to the Purchaser, acting
                  reasonably;

            (xi)  the Vendor and the Purchaser shall have entered into a
                  preferred mobile virtual network enabler agreement with a term
                  of at least one (1) year in form and substance satisfactory to
                  the Purchaser;

            (xii) the Vendor shall have delivered to the Purchaser a guarantee
                  by InPhonic, Inc. in favour of the Purchaser guaranteeing the
                  obligations of the Vendor under this Agreement, in form and
                  substance satisfactory to the Purchaser;

            (xiii) the Vendor will have delivered to the Purchaser a favourable
                  opinion of the Vendor's counsel in form and substance
                  satisfactory to the Purchaser, as to the Vendor's corporate
                  existence, standing in its organizational jurisdiction, and
                  authority, as to due execution and delivery and as to
                  enforceability;

            (xiv) the Vendor shall have delivered to the Purchaser a consent and
                  release by Comerica of its security on the Purchased Assets,
                  in form and substance satisfactory to the Purchaser;

            (xv)  the Vendor shall have delivered to the Purchaser assignment
                  agreements in registerable form in respect of the trade names
                  "Liberty Wireless", "Liberty Wireless For All" and "Viva
                  Liberty";

            (xvi) the Vendor will furnish the Purchaser with evidence
                  satisfactory to it that the Vendor will file, following
                  Closing, articles of amendment to remove the names "Liberty
                  Wireless", "Liberty Wireless For All", "Viva Liberty" and any
                  names similar thereto as trade names and for any other use;
                  and


                                       24
<PAGE>

            (xvii) the form and legality of all matters incidental to the sale
                  by the Vendor and the purchase by the Purchaser of the
                  Purchased Assets will be subject to the approval of the
                  Purchaser's counsel.

      (d)   In case any term or covenant of the Vendor or condition to be
            performed or complied with for the benefit of the Purchaser at or
            prior to the Time of Closing has not been performed or complied with
            at or prior to the Time of Closing, the Purchaser, without limiting
            any other right that the Purchaser has, may at its sole option
            either: (i) rescind this Agreement by notice to the Vendor, and in
            such event the Purchaser will be released from all obligations
            hereunder; or (ii) waive compliance with any such term, covenant or
            condition in whole or in part on such terms as may be agreed upon
            without prejudice to any of its rights of rescission in the event of
            non-performance of any other term, covenant or condition in whole or
            in part; and, if the Purchaser rescinds this Agreement, the Vendor
            will also be released from all obligations hereunder unless the
            term, covenant or condition for which the Purchaser has rescinded
            this Agreement was one that the Vendor had covenanted, pursuant to
            Article 7, to ensure had been performed or complied with, in which
            event the Vendor will be liable to the Purchaser for any Claims
            incurred by the Purchaser directly or indirectly as a result of such
            breach.

12.2 Conditions for the Benefit of the Vendor

      (a)   The sale by the Vendor and the purchase by the Purchaser of the
            Purchased Assets is subject to the following conditions, which are
            for the exclusive benefit of the Vendor and which are to be
            performed or complied with at or prior to the Time of Closing:

            (i)   the representations and warranties of the Purchaser set forth
                  in Section 6.2 will be true and correct in all material
                  respects at the Time of Closing with the same force and effect
                  as if made at and as of such time;

            (ii)  the Purchaser will have performed or complied with all of the
                  terms, covenants and conditions of this Agreement to be
                  performed or complied with by the Purchaser at or prior to the
                  Time of Closing;

            (iii) the Vendor will be furnished with such certificates or other
                  instruments of the Purchaser or of officers of the Purchaser
                  as the Vendor or the Vendor's counsel may reasonably think
                  necessary in order to establish that the terms, covenants and
                  conditions contained in this Agreement to have been performed
                  or complied with by the Purchaser at or prior to the Time of
                  Closing have been performed or complied with and that the
                  representations and warranties of the Purchaser herein given
                  are true and correct at the Time of Closing;

            (iv)  the Sprint Letter of Credit will be released and terminated;

            (v)   the Purchaser shall have delivered to the Vendor a promissory
                  note in the amount of US$500,000;

            (vi)  the Purchaser shall have delivered to the Vendor a security
                  agreement creating a security interest in the Purchased Assets
                  in favour of the Vendor and securing the Purchaser's
                  obligations under the aforementioned promissory note;


                                       25
<PAGE>

            (vii) the Purchaser shall have delivered to the Vendor a guarantee
                  agreement by Teleplus Enterprises, Inc.. in favour of the
                  Vendor guaranteeing the obligations of the Purchaser under the
                  aforementioned promissory note;

            (viii) the Purchaser will have delivered to the Vendor a favourable
                  opinion of the Purchaser's counsel in form and substance
                  satisfactory to the Vendor, only as to the Purchaser's
                  corporate existence, standing, and authority, as to due
                  execution and delivery and as to enforceability.

      (b)   In case any term or covenant of the Purchaser or condition to be
            performed or complied with for the benefit of the Vendor at or prior
            to the Time of Closing has not been performed or complied with at or
            prior to the Time of Closing, the Vendor, without limiting any other
            right that the Vendor has, may at its sole option either: (i)
            rescind this Agreement by notice to the Purchaser, and in such event
            the Vendor will be released from all obligations hereunder; or (ii)
            waive compliance with any such term, covenant or condition in whole
            or in part on such terms as may be agreed upon without prejudice to
            any of its rights of rescission in the event of non-performance of
            any other term, covenant or condition in whole or in part; and, if
            the Vendor rescinds this Agreement, the Purchaser will also be
            released from all obligations hereunder unless the term, covenant or
            condition for which the Vendor has rescinded this Agreement was one
            that the Purchaser had covenanted, pursuant to Article 8, to ensure
            had been performed or complied with, in which event the Purchaser
            will be liable to the Vendor for any Claims incurred by the Vendor
            directly or indirectly as a result of such breach.

                                   ARTICLE 13

                              CLOSING ARRANGEMENTS

13.1 Closing

The sale and purchase of the Purchased Assets will be completed at the Time of
Closing at the offices of Vendor.

13.2 Closing Procedure

At the Time of Closing, upon satisfaction of all the conditions set out in
Article 12 which have not been waived as provided therein:

      (a)   the Vendor shall deliver to the Purchaser: (i) all deeds,
            conveyances, bills of sale, transfers, assignments, assurances,
            consents and any other documents necessary or reasonably required to
            effectively transfer the Purchased Assets to the Purchaser with good
            and marketable title free and clear of all Encumbrances other than
            Permitted Encumbrances, such documents to be in registrable form to
            the extent registrable; and (ii) actual possession of the Purchased
            Assets; and

      (b)   the Purchaser shall make the payment of the portion of the Purchase
            Price payable on the Closing Date by wire transfer.


                                       26
<PAGE>

13.3 Examination of Records and Purchased Assets

      (a)   At the Time of Closing, the Vendor will forthwith make available to
            the Purchaser and its authorized representatives all databases
            recorded or stored by means of any device, including in electronic
            form, title documents, abstracts of title, deeds, surveys, leases,
            certificates of trade marks and copyrights, contracts and
            commitments in its possession or under its control directly relating
            to any of the Purchased Assets; and the Vendor will forthwith make
            available to the Purchaser and its authorized representatives for
            examination all books of account and accounting records directly
            relating to the Purchased Assets and the Vendor will, if reasonably
            requested, provide copies, at the cost of the Purchaser, of the
            following records maintained in connection with the Purchased
            Assets: financial statements, records of past sales, customer lists,
            supplier lists, payroll records, inventory data, inventory master
            records and accounts receivable data. The Vendor will give the
            Purchaser and its authorized representatives every reasonable
            opportunity to have access to and to inspect the Purchased Assets.
            The exercise of any rights of access or inspection by or on behalf
            of the Purchaser under this Section 13.3(a) will not affect or
            mitigate the covenants, representations and warranties of the Vendor
            hereunder which will continue in full force and effect.

      (b)   At the Time of Closing, the Vendor will deliver to the Purchaser all
            of the documents referred to in subection 13.3(a). The Purchaser
            will preserve the documents so delivered for a period of six (6)
            years from the Closing Date, or for such other period as is required
            by any applicable law, and will permit the Vendor and its authorized
            representatives reasonable access thereto in connection with the
            affairs of the Vendor, but the Purchaser will not be responsible or
            liable to the Vendor for or as a result of any loss or destruction
            of or damage to any such documents.

                                   ARTICLE 14

                                    DISPUTES

14.1 Best Endeavours to Settle Disputes

In the event of any dispute, claim, question or difference arising out of or
relating to this Agreement or any agreement executed pursuant to this Agreement
or any breach hereof, the parties hereto shall use their best endeavours to
settle such dispute, claim, question or difference. To this effect, they shall
consult and negotiate with each other, in good faith and understanding of their
mutual interests, to reach a just and equitable solution satisfactory to all
parties.


                                       27
<PAGE>

                                   ARTICLE 15

                                     GENERAL

15.1 Further Assurances

Each of the Vendor and the Purchaser will from time to time execute and deliver
all such further documents and instruments and do all acts and things as the
other party may, either before or after the Closing Date, reasonably require to
effectively carry out or better evidence or perfect the full intent and meaning
of this Agreement.

15.2 Time of the Essence

Time is of the essence of this Agreement.

15.3 Expenses, Fees and Commissions

Each of the Vendor and the Purchaser will pay its respective legal and
accounting costs and expenses incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and instruments
executed pursuant hereto, and the completion of the transactions contemplated
hereby, and any other costs and expenses whatsoever and howsoever incurred and
will indemnify and save harmless the other from and against any Claim for any
broker's, finder's or placement fee or commission alleged to have been incurred
as a result of any action by it in connection with the transactions hereunder.

15.4 Public Announcements

Except as required by law, no public announcement or press release concerning
the sale and purchase of the Purchased Assets may be made by the Vendor or the
Purchaser without the prior consent and joint approval of the Vendor and the
Purchaser.

15.5 Benefit of the Agreement

This Agreement will enure to the benefit of and be binding upon the respective
heirs, executors, administrators, other legal representatives, successors and
permitted assigns of the parties hereto.

15.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreements between the parties hereto with respect thereto.
There are no representations, warranties, terms, conditions, undertakings or
collateral agreements, express, implied or statutory, between the parties other
than as expressly set forth in this Agreement.

15.7 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in
writing and duly executed by both of the parties hereto. No waiver of any breach
of any provision of this Agreement will be effective or binding unless made in
writing and signed by the party purporting to give the same and, unless
otherwise provided, will be limited to the specific breach waived.


                                       28
<PAGE>

15.8 Assignment

This Agreement may not be assigned by the Vendor without the written consent of
the Purchaser but may be assigned by the Purchaser without the consent of the
Vendor to an Affiliate of the Purchaser, provided that such Affiliate enters
into a written agreement with the Vendor to be bound by the provisions of this
Agreement in all respects and to the same extent as the Purchaser is bound and
provided that the Purchaser will continue to be bound by all the obligations
hereunder as if such assignment had not occurred and perform such obligations to
the extent that such Affiliate fails to do so.

15.9 Notices

Any demand, notice or other communication to be given in connection with this
Agreement must be given in writing and will be given by personal delivery, by
registered mail or by electronic means of communication addressed to the
recipient as follows:

to the Purchaser:

      Teleplus Wireless, Corp.
      7575 TransCanada
      Suite 305
      St-Laurent, Quebec, H4T 1V6
      Attention:  Marius Silvasan, CEO
      Fax No.:  (514) 344-8675

      with a copy to:

      Arnstein & Lehr LLP
      120 S. Riverside Plaza, Suite 1200
      Chicago, IL  60606
      Attention:  Jerold N. Siegan
      Fax No.:  (312) 876-0288

to the Vendor:

      Star Number, Inc.
      10803 Parkridge Blvd.
      Suite 100
      Reston, VA  20191
      Attwntion:  Frank C. Bennett, President MVNO
      Fax No.:  (866) 842-4622

      with a copy to:

      InPhonic, Inc.
      1010 Wisconsin Avenue
      Washington, DC  20007
      Attention:  Walter W. Leach, General Counsel
      Fax No.:  (202) 333-8280


                                       29
<PAGE>

or to such other address, individual or electronic communication number as may
be designated by notice given by either party to the other. Any demand, notice
or other communication given by personal delivery will be conclusively deemed to
have been given on the day of actual delivery thereof and, if given by
registered mail, on the 5th Business Day following the deposit thereof in the
mail and, if given by electronic communication, on the day of transmittal
thereof if given during the normal business hours of the recipient and on the
Business Day during which such normal business hours next occur if not given
during such hours on any day. If the party giving any demand, notice or other
communication knows or ought reasonably to know of any difficulties with the
postal system that might affect the delivery of mail, any such demand, notice or
other communication may not be mailed but must be given by personal delivery or
by electronic communication. 15.10 Remedies Cumulative

The rights and remedies of the Parties hereunder are cumulative and are in
addition to, and not in substitution for, any other rights and remedies
available at law or in equity or otherwise. No single or partial exercise by a
Party of any right or remedy precludes or otherwise affects the exercise of any
other right or remedy to which that Party may be entitled.

15.11 Governing Law

The internal laws of the State of Delaware, irrespective of its choice of law
principles, shall govern the validity of this Agreement, the construction of its
terms, and the interpretation and enforcement of the rights and duties of the
Parties hereto. All disputes arising out of this Agreement or the obligations of
the Parties hereunder, including disputes that may arise following termination
of this Agreement, shall be subject to the exclusive jurisdiction and venue of
the Delaware State courts of New Castle County, Delaware (or, if there is
federal jurisdiction, then the exclusive jurisdiction of the United States
District Court for the District of Delaware with venue thereof in the division
thereof in which New Castle County is located. EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY CONSENTS TO THE PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OF
SAID COURTS AND WAIVES TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
AGREES NOT TO PLEAD OR CLAIM THE SAME.

15.12 Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law,
such provisions will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


                                       30
<PAGE>

15.13 Drafting.

The parties acknowledge and confirm that each of their respective attorneys have
participated jointly in the review and revision of this Agreement and that it
has not been written solely by counsel for one party. The parties hereto
therefore stipulate and agree that the rule of construction to the effect that
any ambiguities are to be or may be resolved against the drafting party shall
not be employed in the interpretation of this Agreement to favor any party
against another.

15.14 Reserved

15.15 Counterparts

This Agreement may be executed in any number of counterparts, each of which will
be deemed to be an original and all of which taken together will be deemed to
constitute one and the same instrument. The exchange of copies of this Agreement
and of signature pages by electronic mail or facsimile transmission shall
constitute effective execution and delivery of this Agreement as to the parties
and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by electronic mail or facsimile shall be deemed to be
their original signatures for all purposes.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
above written.

                                         TELEPLUS WIRELESS, CORP.


                                         By: /s/ Marius Silvasan
---------------------------------------  ---------------------------------------
Witness                                  Name: Marius Silvasan
                                         Title: Chief Executive Officer

                                         I have the authority to bind the
                                         Corporation


                                         STAR NUMBER, INC.


                                         By: /s/ Frank C. Bennett
---------------------------------------  ---------------------------------------
Witness                                  Name: Frank C. Bennett
                                         Title: President MVNO

                                         I have the authority to bind the
                                         Corporation


                                       31
<PAGE>

                              DISCLOSURE SCHEDULES

                                       TO

                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                                STAR NUMBER, INC.

                                 (the "Vendor")

                                       AND

                            TELEPLUS WIRELESS, CORP.

                                (the "Purchaser")


      All capitalized terms not otherwise defined herein shall have the meanings
given to them in the Asset Purchase Agreement.

      All documents listed or referred to herein have been made available, or
copies thereof provided, to the Parties and their representatives.

      Disclosure of any information or dollar amount in any section or exhibit
to these Disclosure Schedules, or inclusion of any information in the
information provided or made available by the Parties or any of their
representatives, shall not constitute an admission that such Party or its
Affiliates have any liability with respect to such matters. No reference to or
disclosure of any item or other matter in these Disclosure Schedules shall be
construed as an admission or indication that such item or other matter is
required to be disclosed, material, has or would have a material adverse effect
on such Party or is outside such Party's ordinary course of business. Any
information disclosed or referred to in any schedule contained in these
disclosure schedules shall constitute disclosure called for in any other
schedule in these Disclosure Schedules but only to the extent that the relevance
of such other disclosure in such other schedule is evident on the face of the
schedule.

      It is expressly understood by the Parties that the foregoing does not in
any way lessen or otherwise limit the representations, warranties and covenants
of the respective Parties, as set forth in the Agreement.


                                       32
<PAGE>

                                  SCHEDULE 2.1

                                PURCHASED ASSETS

(a)   Assumed Contracts:

            o     Private Label PCS Services Agrement dated November 17, 2005 by
                  and between Sprint Spectrum L.P. and Star Number, Inc.,.
                  (attached)

            o     Liberty Wireless Distributor Agreement dated April 25, 2005 by
                  and between Interstate Connections, Ltd. and the Vendor,
                  including Attachment A. (attached)

            o     Agreement dated June 15, 2005 by and between Amerivision
                  Communications, d/b/a Affinity4 and the Vendor, including
                  Exhibit A, titled Exhibit A InPhonic PayGo - PLS (page 1),
                  also including Page 3 of the June 15, 2005 Agreement
                  initialled to change Section 7.2, the fifth day to the
                  fifteenth (15th) day. (attached)

(b)   Unfilled Orders:

            The amount is approximately $14,000.

(c)   Forward Commitments to Vendor for Supplies and Materials:

            The amount is approximately $0.

(d)   Pre-Paid Deposits:

            The amount is approximately $847,000.

(e)   Accounts Receivable:

            The amount is approximately $282,000, net of reserves and
            chargebacks.

(f)   Trade Names, Domain Names and Logo: (attached)

            o     Liberty Wireless (SM), Viva Liberty (SM), Liberty Wirelss for
                  All (SM)

            o     libertywireless.com and vivaliberty.com

            o     The following logo:

                  [LOGO] Liberty Wireless

(g)   Customer and Supplier Lists

            o     Approximately 23,000 active and 19,000 suspended subscribers
                  for whom Purchaser will become the "Mobile Radio Services
                  Provider" of record at closing, such list will be provided
                  within 7 business days of the closing via electronic means.

(h)   Executive Dashboard and Marketing Reports and Materials:


                                       33
<PAGE>

            o     Handset Box designs and box inventory - includes approximately
                  44,000 Liberty handset cartons warehoused at Stephen Gould,
                  Inc. (attached)

            o     In-box and electronic customer collateral including:

                  o     Design for Welcome Letter, titled Congratulations!
                        You've Joined Millions of Satisfied Wireless Customers
                        (attached as word file and pdf file) Design for Invoice,
                        titled Sales Receipt and Wireless Service Guide
                        (attached as word file and pdf file)

                  o     Design for Subscriber Terms and Conditions, titled
                        StarNumber Wireless Agreement - Terms and Conditions
                        (attached)

                  o     Design for Guide to Wireless Services, (attached
                        examples of Internet site)Design for Rebate (attached)

                  o     Text for order confirmation, shipping and customer
                        service emails (attached)

                  o     HTML code and URL for Liberty Wireless.com homepage
                        (attached)

                  o     Design for rebate - MVNOrebate.pdf (attached)

            o     Branding to customize MMA software for Liberty Wireless

(i)   the active stock, inactive new stock, recovery stock and salvage stock, a
      list of which is attached hereto as Exhibit A and forms a part of this
      Schedule 2.1. For this stock, the Purchaser shall pay to the
      VendorUS$456,100 to be paid in four (6) equal payments as follows:

      $91,220 on Closing
      $72,976 at 31 January 2006
      $72,976 at 15 February 2006
      $72,976 at 28 February 2006
      $72,976 at 15 March 2006
      $72,976 at 28 March 2006
      ---------------------------


                                       34
<PAGE>

                                 SCHEDULE 6.1(g)

                              FINANCIAL STATEMENTS

The following documents are attached hereto:

      o     Form 10-K for the Period Ending 12/31/04

      o     Form 10-Q for the Period Ending 3/31/05

      o     Form 10-Q for the Period Ending 6/30/05

      o     Form 10-Q for the Period Ending 9/30/05


                                       35
<PAGE>

                                 SCHEDULE 6.1(h)

                           PROFIT AND LOSS STATEMENTS

The following documents are attached hereto:

      o     Profit and loss statements of Vendor's "Liberty" business for 2003,
            2004 and the first 11 months of 2005.


                                       36
<PAGE>

                                 SCHEDULE 6.1(n)

                             PERMITTED ENCUMBRANCES

                                      None


                                       37
<PAGE>

                                 SCHEDULE 6.1(q)

          GUARANTEES, INDEMNIFICATIONS, SURETIES OR SIMILAR OBLIGATIONS

                                      None


                                       38
<PAGE>

                                 SCHEDULE 6.1(w)

                              INTELLECTUAL PROPERTY

Trademark VIVA LIBERTY Serial Number 78/563,630 (ITU) PENDING

Trademark Ser. No. 78/326,834 Liberty Wirless for All; Register Number 2,979,533

Trademark Ser. No. 78/371,483 Liberty Wirless; Register Number 2,928,910


                                       39
<PAGE>

                                SCHEDULE 6.1(bb)

           LICENSE AND MAINTENANCE AGREEMENTS FOR THIRD PARTY SOFTWARE

                                      None.


                                       40
<PAGE>

                                SCHEDULE 6.1(dd)

                             TAXES AND OTHER MATTERS

Star Number, Inc. is undergoing certain audits for prior years in the ordinary
course by the IRS, the State of New York and the State of Florida.

The following relates only to Star Number and not to the Purchased Assets:

On July 25, 2005, the Federal Communications Commission ("FCC") issued a Notice
of Apparent Liability, asserting that InPhonic, Inc. registered with the FCC and
reported and contributed to the Universal Service Fund ("USF") and the
Telecommunications Relay Service Fund later than required by FCC rules. The FCC
has preliminarily proposed a fine for late payment of such fees. InPhonic, Inc.
does not believe that an FCC penalty is appropriate under such circumstances,
and plans to respond to the FCC's preliminary finding and to assert that no fine
is appropriate under the circumstances.


                                       41
<PAGE>

                                SCHEDULE 6.1(gg)

                      NOTIFICATIONS, CONSENTS AND APPROVALS

The following Assumed Contracts require consent to assignment:

      o     Private Label PCS Services Agrement dated November 17, 2005 by and
            between Sprint Spectrum L.P. and Star Number, Inc., .

      o     Agreement dated June 15, 2005 by and between Amerivision
            Communications, d/b/a Affinity4 and the Vendor, including Exhibit A,
            titled Exhibit A InPhonic PayGo - PLS (page 1), also including Page
            3 of the June 15, 2005 Agreement initialled to change Section 7.2,
            the fifth day to the fifteenth (15th) day.

The following Assumed Contracts require notice of assignment:

      o     Liberty Wireless Distributor Agreement dated April 25, 2005 by and
            between Interstate Connections, Ltd. and the Vendor, including
            Attachment A.

The transactions contemplated by the Asset Purchase Agreement require the
consent of Comerica Bank under the Amended and Restated Loan and Security
Agreement, as amended, by and among Comerica Bank, Vendor and the other parties
thereto.


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<PAGE>

SCHEDULE 6.2(d)

WAIVERS TO BE OBTAINED BY PURCHASER

Under the terms of the secured convertible debentures issued to Cornell Capital
Partners, LP by Teleplus Enterprises, Inc. on December 13, 2005, and related
agreements (including a security agreement entered into by the Purchaser), the
Purchaser has undertaken not to create liens on certain of its assets.


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