EXHIBIT 10.7

           MOBILE VIRTUAL NETWORK ENABLER ("MVNE") SERVICES AGREEMENT

                                     Between

           Mobile Technology Services, LLC, and Teleplus Wireless Corp

This Mobile Virtual Network Enabler Services agreement ("Agreement") entered
into on December 29, 2005, is made between Mobile Technology Services, LLC, a
wholly owned subsidiary of InPhonic, Inc., with its principal place of business
at 1010 Wisconsin Ave. NW, Suite 600, Washington, DC 20007 ("MTS"), and Teleplus
Wireless Corp., a Nevada corporation with its principal place of business at
7575 TransCanada, Suite 305, St. Laurent, Quebec H4T 1V6 ("CUSTOMER")

                                    RECITALS

1. CUSTOMER intends to offer wireless personal communications services ("PCS")
as a mobile virtual network operator ("MVNO") in the United States and Puerto
Rico.

2. CUSTOMER wishes to retain MTS to provide certain "back-office" enabling
services in support of CUSTOMER'S MVNO operations.

3. MTS wishes to provide those services, under the terms and conditions provided
herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties hereby agree as follows:

1.    PROVISION OF SERVICES.

      1.1.  MTS will perform services under this Agreement as set forth herein
            and in the Attachments attached to and made a part of this
            Agreement, (collectively, the "Services").

      1.2.  MTS will provide development Services, consisting of MTS's
            consultation and delivery of Services in connection with the design,
            development and initial roll-out of CUSTOMER's MVNO service, as
            detailed in the Statement of Work ("SOW") attached hereto as
            Attachment A and the exhibits thereto.

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      1.3.  After the initial roll-out of CUSTOMER's MVNO service, MTS will
            provide ongoing Services in support of the CUSTOMER's service
            offerings as detailed in Attachments A and B and the exhibits
            thereto, including without limitation the service level agreement
            ("SLA"), or as authorized in accordance with Attachment D , or as
            otherwise agreed by the parties in accordance herewith.

      1.4.  For the avoidance of doubt, the parties acknowledge and agree that
            MTS is merely a provider of "back-office" enabling services and that
            CUSTOMER is the mobile virtual network operator of record with sole
            responsibility for compliance with all applicable state and federal
            laws and regulations pertaining to CUSTOMER's operation of its PCS,
            provided that MTS shall not act in a way that would hinder
            CUSTOMER's ability to comply therewith.

2.    PAYMENT

      2.1.  PRICING. CUSTOMER will pay for Services rendered by MTS hereunder in
            accordance with the terms of Attachment B. The charges provided in
            Attachment B shall constitute the sole charges levied for Services,
            and except as expressly provided herein or otherwise agreed by the
            parties in writing, no payments for Services will be due except
            those described in Attachment B.

      2.2.  BILLING CYCLE. MTS will invoice CUSTOMER at the end of each month
            for all fees incurred in such month. The "Invoice Date" shall be the
            date an invoice is electronically mailed to CUSTOMER's designated
            party. MTS shall also mail a version for archival back up. The "Due
            Date" shall be the date 30 days after the Invoice Date.

      2.3.  TAXES. All monthly fees or charges to CUSTOMER hereunder are
            exclusive of federal, state, local and foreign sales, use, excise,
            utility, gross receipts and value added (VAT) taxes and other
            similar tax-like charges, including tax-related surcharges or
            applicable tariffs, which CUSTOMER agrees to pay, but MTS shall be
            solely responsible for any taxes, levies or other charges that arise
            from the income it receives from CUSTOMER hereunder.

      2.4.  CONSEQUENCES OF NON-PAYMENT. In the event CUSTOMER does not remit
            payment within thirty (30) days after the Due Date, MTS may, at its
            option and with five (5) days prior written notice, suspend Service
            to CUSTOMER. MTS may terminate this Agreement for material breach
            for non-payment in accordance with Section 4 below.

      2.5.  COLLECTION PROCEEDINGS. In the event which CUSTOMER does not remit
            payment within thirty (30) days after the Due Date, MTS reserves the
            right to contract with a third party for execution of collection
            proceedings on behalf of MTS.

3.    TERM. This Agreement shall be effective on the date first above written
      and shall expire at the end of twelve (12) months after the date CUSTOMER
      first commences sales operations and its systems are available to accept
      orders and activate retail end users of its MVNO service (such date the
      "Launch Date"). After the initial term, the Agreement will automatically
      renew on a month to month basis until one party notifies the other with 60
      days written notice of cancellation. Upon such renewal, the Parties agree
      that the rates set forth in this Agreement shall continue to apply for the
      first twelve (12) months of such renewal period.


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4.    TERMINATION FOR CAUSE. This Agreement may be terminated (such termination
      a "Termination for Cause"):

      (a) by either Party, upon ten (10) days prior written notice to the other,
      in the event that the other Party (i) ceases to function as a going
      concern, or (ii) Subsequent to the Effective Date of this Agreement, files
      a petition, voluntarily or involuntarily, under any state or federal
      bankruptcy or insolvency law, which petition has not been dismissed or set
      aside within sixty (60) days of its filing;

      (b) by either Party, upon one (1) day prior written notice to the other,
      in the event that the other Party has committed any act of fraud against
      the other Party; or

      (c) by either Party in the event that the other Party breaches any
      material provision of this Agreement and fails to cure such breach within
      thirty (30) days of its receipt of written notice of such breach, or if
      such breach is not reasonably curable, if the breaching party fails to
      implement a mitigation plan reasonably acceptable to the non-breaching
      party within thirty (30) days of its receipt of notice of such breach.

5.    EFFECT OF TERMINATION. Upon termination of this Agreement, MTS will at the
      request of CUSTOMER continue to provide the Services in accordance
      herewith for a limited period of time in order to effect an orderly
      wind-down of operations (such period the "Phase-Out Period"). The
      Phase-Out Period shall be as follows, but in no event shall the Phase-Out
      Period extend beyond the expiration of the Term or renewal period in
      accordance with Section 3. Sections 2.1, 2.2, 2.3, 5, 6, 9, 11, 12, 13,
      16, 18 and 19 shall survive the expiration or earlier termination of this
      Agreement.

      5.1.  Upon termination by MTS, the Phase-Out Period shall be no less than
            sixty (60) days and up to ninety (90) days. CUSTOMER will be
            required to pay all anticipated fees for the Phase-Out Period in
            advance for any termination under Section 4. The anticipated fees
            will be calculated based on the average of the three (3) previous
            months multiplied by the number of months constituting the Phase-Out
            Period.

      5.2.  Upon a Termination for Cause by CUSTOMER, the Phase-Out Period shall
            be up to three hundred sixty five (365) days. Additionally, MTS will
            provide Professional Services to assist the transition of Services
            provided hereunder to CUSTOMER or CUSTOMER's agent.


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      5.3.  Upon cancellation by the Customer of this Agreement in accordance
            with Section 3, the Phase-Out Period shall be no less than ninety
            (90) days and up to 180 days. Additionally, MTS will provide
            Professional Services to assist the transition of Services provided
            hereunder to CUSTOMER or CUSTOMER's agent.

6.    CONFIDENTIAL INFORMATION.

      6.1.  Except as otherwise expressly provided in this Agreement, each party
            agrees that (a) all information communicated to it by the other and
            identified at any time as confidential, whether before or after the
            date hereof, (b) all information identified at any time as
            confidential to which it has access in connection with the Services,
            whether before or after the date hereof, (c) MTS Technology, as
            defined below, (d) trade secrets provided by one party to the other
            hereunder and any information provided by one party to the other
            hereunder concerning products, processes, formulas, algorithms,
            designs, schematics, works of authorship, inventions (whether or not
            patentable or registerable under copyright, mask works or similar
            laws and whether or not reduced to practice), discoveries, concepts,
            ideas, improvements, techniques, methods, research, development and
            test results, specifications, data, know-how, software, code,
            programs, marketing plans and analyses, and business plans, (e) all
            information concerning CUSTOMER's retail end users, including
            without limitation, identity, telephone number and other contact
            information, call history or other usage patterns, and (f) the terms
            of this Agreement (collectively, "Confidential Information"), will
            be used only for purposes of such party's performance under this
            Agreement. Each Party agrees to prevent the disclosure and protect
            confidentiality of the Confidential Information using the same means
            as it uses to protect its own confidential information, but in no
            event less than reasonable means. No such information will be
            disclosed by one Party without the prior written consent of the
            other Party; provided, however, that each may disclose the other
            Party's confidential information to those of its employees, agents
            or contractors who have a need to have access to such information in
            connection with their employment, so long as the disclosing Party
            advises each employee of the confidentiality obligations set forth
            in this Section, and so long as the such agents or contractors agree
            to be bound by the confidentiality obligations set forth in this
            Section.

      6.2.  The foregoing will not prevent any Party from disclosing information
            that (i) is publicly known or becomes publicly known through no
            unauthorized act of that Party, (ii) is rightfully received from a
            third party or (iii) is independently developed without use of the
            other Party's Confidential Information. If Confidential Information
            is required to be disclosed pursuant to the valid requirement of a
            governmental authority, such Confidential Information may be
            disclosed pursuant to such requirement so long as the disclosing
            Party, to the extent possible, provides the other Party with timely
            prior notice of such requirement and coordinates with the other
            Party in an effort to limit the nature and scope of such required
            disclosure.


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      6.3.  Upon written request of either Party at the expiration or
            termination of this Agreement for any reason, all documented
            confidential information and all copies thereof of that Party will
            be returned to that Party or will be destroyed, with written
            certification thereof being given to the requesting party.

      6.4.  Each Party hereto acknowledges that breach of this Section would
            cause irreparable harm to the other Party for which monetary damages
            alone would be an inadequate remedy. For this reason, the Parties
            hereto agree that in the event of a breach or a threatened breach of
            this Section, the non-breaching Party shall be entitled to the
            entry, by a court of competent jurisdiction, of a temporary
            restraining order, injunction or similar relief, as well as
            reimbursement of reasonable attorneys' fees or other costs incurred
            in obtaining such relief. Nothing in this Section shall be construed
            as prohibiting either Party from pursuing other remedies available
            at law or in equity against the breaching party or any other person
            or entity.

7.    PRESS RELEASES. Except as required by law, neither party will, without the
      prior written approval of the other party, issue any press release or
      other announcement concerning this Agreement or the parties' performance
      hereunder. Such approval shall not be unreasonably withheld.

8.    CHANGES.

      8.1.  CUSTOMER may at any time require additions, deletions or alterations
            (all hereinafter referred to as a "Change") to the Services,
            including but not limited to new service offerings.

      8.2.  To the extent that Changes are covered under Program Management, as
            described in Attachment A, and can reasonably be performed within
            the service levels established hereunder or in accordance with the
            SOW without an increase in the resources used or expended in
            connection therewith (such Changes "Changes Within Scope"), there
            will be no adjustment in the fees due to MTS.

      8.3.  Upon delivery of a Change request, CUSTOMER will identify the
            request as a Change Within Scope or as a Change outside scope. If
            MTS disagrees with the description of a Change request as a Change
            Within Scope, it will so notify CUSTOMER in writing within ten (10)
            business days after the request is received, and the parties will
            work together promptly to resolve the disagreement.

      8.4.  MTS will implement all Changes Within Scope as soon as reasonably
            possible, and will implement simple changes to rate plans or
            handsets not later than ten (10) business days after the Change
            request is received.


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      8.5.  Within twenty (20) business days after receiving a request for a
            Change that is not a Change Within Scope, MTS shall submit a written
            proposal to CUSTOMER that includes any changes in MTS's costs or in
            the delivery or schedule necessitated by such Change. CUSTOMER shall
            in writing within ten (10) days of receipt of the proposal, either
            (i) accept the proposal with a written amendment directing MTS to
            perform the Change or (ii) advise MTS not to perform the Change in
            which event MTS shall proceed with the original Service. MTS shall
            not be entitled to any compensation for work done pursuant to or in
            contemplation of such a Change, unless made pursuant to a written
            amendment or Change Order issued by CUSTOMER. For any Changes that
            require material alterations to MTS's technology, systems platform
            or any interfaces to CUSTOMER's platform, the parties agree to
            adhere to the Work Authorization Process as detailed in Attachment
            C.

9.    OWNERSHIP.

      9.1.  Each party will retain all rights in any software, ideas, concepts,
            know-how, development tools, techniques or any other proprietary
            material or information that it owned or developed prior to the
            Effective Date, or acquired or developed after the Effective Date
            without reference to or use of the intellectual property of the
            other party.

      9.2.  All right, title and interest in and to all tangible work and work
            products developed or produced under this Agreement by MTS, whether
            comprising data, computer programs, reports, documentation or other
            technical information, are owned by MTS; provided, however, that MTS
            does not obtain any ownership interest in and to any pre-existing
            materials of Customer that are provided to MTS for use in performing
            the Services.

      9.3.  All software that is licensed by a party from a third party vendor
            will be and remain the property of such vendor.

      9.4.  Nothing in this Agreement shall create in either party any rights in
            any trademark, trade name, service mark, insignia, symbol,
            identification and/or logotype of the other party. Before either
            party uses any such mark of the other party, it shall obtain the
            prior written consent of the other party.

10.   LIMITATIONS ON LICENSE. CUSTOMER shall provide, or cause to be provided to
      MTS, the right to access CUSTOMER-owned software and software licensed to
      CUSTOMER by a vendor if such access is reasonably required for MTS to
      perform MTS's duties hereunder, but for no other purpose. CUSTOMER shall
      be responsible for obtaining any consents, licenses or other rights
      necessary for MTS to perform the Services and for finding an alternative
      solution in the event a vendor refuses consent. MTS confirms that the only
      license it requires for the purposes of this Section 10 is a license from
      CCH.

11.   LIMITATION OF WARRANTIES: EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
      HEREIN, MTS DOES NOT WARRANT ANY CONNECTION TO, TRANSMISSION OVER, NOR
      RESULTS OF USE OF, ANY NETWORK CONNECTION, SERVICE, EQUIPMENT OR
      FACILITIES PROVIDED UNDER THIS AGREEMENT. MTS FURTHER DISCLAIMS ALL OTHER
      WARRANTIES NOT SPECIFICALLY PROVIDED HEREIN, WHETHER EXPRESS, IMPLIED OR
      STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
      MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


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12.   LIMITATION OF LIABILITIES. EXCEPT FOR THE PARTIES' RESPECTIVE
      INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
      ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES
      WHETHER OR NOT FORESEEABLE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR THE
      LOSS OF DATA, GOODWILL OR PROFITS) ARISING OUT OF OR IN RELATION TO THIS
      AGREEMENT EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH LIABILITY.

13.   WARRANTIES AND REPRESENTATIONS AND DISCLAIMER OF WARRANTIES:

      13.1  MUTUAL REPRESENTATIONS AND WARRANTIES. Each party to this Agreement
            represents and warrants that: (i) it has all requisite power and
            authority to execute, deliver and perform its obligations hereunder
            and under any applicable SOW; (ii) it shall avoid deceptive,
            misleading or unethical practices that could adversely affect the
            performance of the other party's obligations under this Agreement or
            under any applicable SOW or damage the reputation of the other
            party; and (iii) it is not a party to any agreement with a third
            party, the performance of which is reasonably likely to affect
            adversely its ability or the ability of the other party to perform
            fully its respective obligations hereunder.

      13.2  CUSTOMER REPRESENTATIONS. CUSTOMER represents and warrants that it
            shall comply with all laws and regulations applicable to the
            performance of its obligations hereunder (including, without
            limitation, any laws or regulations applicable to CUSTOMER as a
            MVNO) and under any applicable SOW under the terms of this Agreement
            and shall obtain all applicable permits and licenses (including
            intellectual property licenses) required of it in connection with
            its obligations hereunder or thereunder.

      13.3  DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
            AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES,
            EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE
            MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR
            USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE, OF ANY
            INVENTION, SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED
            UNDER THIS AGREEMENT.

14.   ASSIGNMENT. Neither of the parties may, without the other party's prior
      written consent, which consent shall not be unreasonably withheld, assign
      or transfer this Agreement, or any of its rights or obligations under this
      Agreement, to any person ("Assignee"), except that either party may assign
      this Agreement or its rights and obligations hereunder (i) as part of a
      merger of the party or a sale of substantially all of the assets of the
      party or substantially all the assets relating to CUSTOMER's MVNO business
      or MTS's MVNE business, respectively, (ii) to a successor in interest upon
      change of control or reorganization, or (iii) to a third party that
      controls, is controlled by, or is under common control with such party,
      unless such third party is a Direct Competitor of the other party;
      provided, however, that the Assignee agrees to fully perform and be bound
      by the provisions of this Agreement. For the purposes of this section, a
      "Direct Competitor" of the CUSTOMER is any third party that engages in or
      is an affiliate of a third party that engages in the selling of pre-paid
      wireless airtime to consumers.


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15.   CLAUSE HEADINGS - The headings of the clauses in this Agreement are
      inserted for convenience only and are not intended to affect the meaning
      or interpretation of this Agreement.

16.   INDEMNITY PROVISIONS.

      16.1.BY MTS. Subject to the terms of this Section 16, MTS will defend,
            indemnify and hold CUSTOMER harmless from and against all claims,
            complaints, losses, costs and expenses (including attorneys' fees)
            asserted by third parties based upon a claim that the Services,
            deliverables or work product produced under this Agreement infringe
            any United States patent, copyright, trade secret, or other
            intellectual property right of a third party ("IP Claim"). The
            foregoing states MTS's entire liability and CUSTOMER's sole and
            exclusive remedy for intellectual property rights infringement. In
            no event will MTS have any obligations under this Section 16.1 or
            any liability for any claim or action if the IP Claim is caused by,
            or results from: (1) CUSTOMER's combination or use of the
            deliverable or work product with software, services, or products not
            developed or provided by MTS, (2) CUSTOMER's failure to abide by all
            applicable laws, rules, regulations and orders that affect the
            deliverable or work product, or (3) any specifications, designs,
            plans or other documents or information provided by CUSTOMER to MTS.

      16.2.BY CUSTOMER. Subject to the terms of this Section 16, CUSTOMER will
            defend, indemnify and hold MTS harmless from and against all claims,
            complaints, losses, costs and expenses (including attorneys' fees)
            asserted by third parties based upon a claim that arises out of or
            in connection with CUSTOMER's compliance or failure to comply with
            all applicable laws and regulations applicable to CUSTOMER's
            business activities or operations as a MVNO.

      16.3.INDEMNIFICATION PROCEDURES. An indemnified party under this Section
            16 shall: (i) promptly notify the indemnifying party in writing of
            any action, suit or proceeding for which the indemnified party seeks
            indemnification from the other party; (ii) allow the indemnifying
            party sole control of the defense and settlement of such suit,
            action or proceeding; and (iii) provide the indemnifying party with
            all reasonable requested assistance, at the indemnifying party's
            reasonable expense, in connection with the indemnifying party's
            defense and settlement of such action, suit or proceeding.


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17.   KEY PERSONNEL AND VENDORS. MTS will notify CUSTOMER promptly after it
      replaces, dismisses or reassigns any agent or employee that interfaces
      directly with CUSTOMER and has direct management responsibility for the
      Services provided hereunder, or any agent or employee that is a designated
      point of contact for CUSTOMER. MTS will notify CUSTOMER promptly after it
      replaces, dismisses or reassigns any third party vendor that provides
      substantial support for the Services provided hereunder.

18.   GENERAL TERMS.

      18.1.INDEPENDENT CONTRACTORS. The parties hereto are acting as independent
            contractors and under no circumstances shall any of the employees of
            one party be deemed the employees of the other as a result of this
            Agreement for any purpose. Except as otherwise expressly provided in
            this Agreement, this Agreement does not constitute either party as
            the agent or legal representative of the other party and does not
            create a partnership or joint venture between the parties. Except as
            otherwise expressly provided in this Agreement, neither party shall
            have any authority to act for the other party in any agency or other
            capacity, to make commitments of any kind for the account of, or on
            behalf of, the other party or to contract for or bind the other
            party in any manner whatsoever. This Agreement confers no rights of
            any kind upon any third party.

      18.2.FORCE MAJEURE. Neither party shall be liable for failure to fulfill
            its obligations hereunder if such failure is due to causes beyond
            its reasonable control, including, without limitation, actions or
            failures to act of the other party or any retail end user, acts of
            God, fire, catastrophe, governmental prohibitions or regulations,
            viruses which did not result from the negligent acts or omissions of
            such party, its employees or agents, national emergencies,
            insurrections, riots or wars, or strikes, lockouts, work stoppages
            or other labor difficulties. The time for any performance required
            hereunder shall be extended by the delay incurred as a result of
            such act of force majeure, and any party that is unable to perform
            as a result of such act of force majeure shall act with diligence to
            correct or mitigate such force majeure.

      18.3.DELAYS OR OMISSIONS. No delay or omission to exercise any right,
            power or remedy accruing to a party under this Agreement shall
            impair any such right, power or remedy of such party nor shall it be
            construed to be a waiver of any such breach or default, or an
            acquiescence therein, or of any similar breach or default thereafter
            occurring; nor shall any waiver of any single breach or default be
            deemed a waiver of any other breach or default theretofore or
            thereafter occurring. Any waiver, permit, consent or approval of any
            kind or character on the part of either party of any breach or
            default under this Agreement, or any waiver on the part of either
            party of any provisions or conditions of this Agreement must be made
            in writing and shall be effective only to the extent specifically
            set forth in such writing. All remedies, either under this Agreement
            or by law or otherwise afforded to a party, shall be cumulative and
            not alternative.


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      18.4.BINDING AGREEMENT. This Agreement shall be binding upon and shall
            inure to the benefit of the parties hereto and their respective
            successors and assigns as permitted hereunder. No person or entity
            other than the parties hereto is or shall be entitled to bring any
            action to enforce any provision of this Agreement against either of
            the parties hereto, and the covenants and agreements set forth in
            this Agreement shall be solely for the benefit of, and shall be
            enforceable only by, the parties hereto or their respective
            successors and assigns as permitted hereunder.

      18.5.COMPLIANCE WITH LAW. Each party is responsible for complying with all
            applicable rules, regulations, statutes, codes, ordinances and other
            requirements, whether federal, state, local, foreign, or
            international, in connection with the matters contemplated by this
            Agreement to be performed by that party.

      18.6.INSURANCE. Each party will, at its own expense, maintain insurance
            policies that cover the party's activities under this Agreement and
            the activities of the party's employees, agents and representatives,
            including, but not limited to, workers compensation insurance and
            comprehensive general liability, and errors and omissions liability.
            Upon the request of the other party, each party shall arrange for
            its insurer(s) to provide the requesting party with a certificate of
            insurance evidencing such coverage.

      18.7.SEVERABILITY. In case any provision of this Agreement shall be
            invalid, illegal or unenforceable, such provision shall be construed
            so as to render it enforceable and effective to the maximum extent
            possible in order to effectuate the intention of this Agreement; and
            the validity, legality and enforceability of the remaining
            provisions hereof shall not in any way be affected or impaired
            thereby. If necessary to affect the intent of the parties, the
            parties will negotiate in good faith to amend this Agreement to
            replace the unenforceable language with enforceable language which
            is closely as possible reflects the intent.

      18.8.INSPECTION. Each of the parties shall maintain records containing
            information sufficient to verify the completeness and accuracy of
            its respective business activities that are directly related to this
            Agreement. Once every fiscal quarter, with no less than thirty (30)
            days prior written notice, each party shall have the right to have
            an independent auditor examine certain books and records of the
            other party. The examination shall be conducted during regular
            business hours. The examination shall be reasonably limited in scope
            and duration to verify the completeness and accuracy of each party's
            accounting of subscriber count, call volumes, or other data that
            dictate the payment obligations under this Agreement. In the event
            that the party conducting the audit establishes that an amount is
            payable (or a refund is due) to the party conducting the audit from
            the other party, such amount shall immediately be paid or refunded
            together with an amount equal to the direct costs incurred as a
            result of the audit. From time to time, and acting reasonably,
            technical or operational personnel employed or retained by CUSTOMER
            may inspect MTS' operational and business records during regular
            business hours, in order to verify the achievement by MTS of the SLA
            called for hereunder in Attachment D.


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      18.9.TAXES. Each party shall be responsible for the withholding and/or
            payment , as required by law, of all federal, state and local taxes
            imposed on such party or its employees because of the performance of
            the Services hereunder.

      18.10. NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
            sole and exclusive benefit of the signatories and is not intended to
            benefit any third party or deemed to provide third parties with any
            remedy, claim, right of action, or other right.

19.   NOTICES. All notices and other communications required or permitted
      hereunder shall be in writing and shall be mailed by certified or
      registered mail (return receipt requested), overnight express air courier,
      charges prepaid, or facsimile addressed as follows, and such notices will
      be deemed to be made when actually received: If to MTS:

      Mobile Technology Services, LLC.

      1010 Wisconsin Ave, suite 600

      Washington, DC 20007

      Attn: General Counsel

      Tel: 202-333-0001

      Fax 202-333-8280


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      If to CUSTOMER:

      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

20.   GOVERNING LAW. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware, United States of
      America, without regard to its conflicts of law provisions. The Agreement
      may be amended only in writing signed by both parties.

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


TelePlus Wireless Corp.                 Mobile Technology Services, LLC. ("MTS")


By: /s/ Marius Silvasan                 By: /s/ Frank C. Bennett
    ------------------------                ------------------------
Name:                                   Name:
      ----------------------                  ----------------------
Title:                                  Title:
       ---------------------                   ---------------------

I have the authority to bind the        I have the authority to bind the
Corporation                             Corporation

Date:                                   Date:
      -----------                             -----------


                                       12
<PAGE>

                                  ATTACHMENT A
                             STATEMENT OF WORK (SOW)

1.    SERVICES TO BE PERFORMED

      MTS shall perform the Services as defined in this Statement Of Work and
      related Exhibits hereto. MTS shall provide sufficient equipment,
      personnel, software and other resources to perform these Services. Where
      this Statement of Work provides for the parties to reach further agreement
      on the scope and nature of services to be performed, such agreement will
      be guided by the custom and practice of the wireless industry in general,
      and the MVNE industry in particular. Services will be provided in
      accordance with a rapid launch plan maintaining similarity to existing
      capability where possible. Further, notwithstanding anything in the
      Agreement or the Attachments thereto, it is understood that from time to
      time only certain Services as highlighted in Rate Schedule E, G, H and I
      will be transferred to the CUSTOMER upon no less than 60 days prior
      written notice by the CUSTOMER to MTS setting forth the Services to be
      transferred to the CUSTOMER and the timeframe within which this transfer
      is to take place. Upon such transfer, the CUSTOMER shall no longer pay any
      fees to MTS in connection with the transferred Service. The initial
      Services will include those described below. For the purposes of customer
      service as set forth in Attachment B (Pricing), upon the giving of such
      notice by the CUSTOMER to MTS for the transfer of services, the CUSTOMER
      may begin a gradual reduction in the number of customer service
      representatives or other employees of MTS engaged in providing the service
      to be transferred.

      1.1.  Development and Implementation Services

      MTS will provide such Services as are necessary to develop and implement
      the systems and processes necessary to launch CUSTOMER's MVNO service as
      defined in this SOW Exhibit 1 (as modified in accordance herewith). All
      deliverables required hereunder will be provided in form as defined in
      this SOW, Exhibit 1.

      MTS will evaluate the systems and processes necessary to launch and
      operate CUSTOMER's MVNO service as defined in this SOW, Exhibit 1 (as
      modified in accordance herewith). MTS and CUSTOMER will agree upon such
      systems and processes. MTS will develop, test, deliver and implement such
      systems and processes. Any changes to CUSTOMER's MVNO service offering
      will be subject to the Change process as identified in the main body of
      the Agreement


                                       13
<PAGE>

      Exhibit 1, CUSTOMER MVNO Launch Plan, outlines currently-anticipated
      launch requirements for CUSTOMER's MVNO service, and the general types of
      services MTS will deliver to CUSTOMER. The parties will further develop
      and mutually agree to testing and acceptance criteria for deliverables.
      Any Changes to the CUSTOMER's MVNO service will be subject to the Change
      process as identified in the main body of the Agreement.

      The pricing for MTS's development and implementation Services is set forth
      in Attachment B, section I.

      1.2.  Ongoing Program Management Services

      After CUSTOMER's MVNO service is developed and commercially launched, MTS
      will provide CUSTOMER with such ongoing program management services as are
      necessary to support CUSTOMER's ongoing MVNO business. These services will
      include, but are not limited to:


                                       14
<PAGE>

--------------------------------------------------------------------------------
Component Category            Work Included
--------------------------------------------------------------------------------
Overall Subscriber            Offer and Rate plan table development,
Management                    implementation, and changes.
                              --------------------------------------------------
                              Design and Implementation of handset changes.
                              (Compatibility with features, rate plans,
                              storefront development, pricing, contract,
                              procurement, and creative)
                              --------------------------------------------------
                              Collateral and CUSTOMER communications changes
                              (Content, triggers and mechanisms for
                              communications, capturing communications in
                              CUSTOMER profile)
                              --------------------------------------------------
                              Design and Management of campaigns and promotions
                              (impacting storefront, creative, billing changes,
                              updates to Catalyst, agent updates, reporting)
                              --------------------------------------------------
                              Brand management, changes and implementation to
                              adhere to CUSTOMER guidelines. This work may apply
                              to websites, (sales, inquiry, and manage) Boxing,
                              sleeves, collateral, devices, accessories, etc.
                              --------------------------------------------------
                              Schedule and Resource Management for project(s)
                              and release schedule(s), staffing cost(s)
                              --------------------------------------------------
                              Trouble Ticketing
--------------------------------------------------------------------------------
General & Administrative      Program/Contract management (Standard and ad hoc
                              report generation and distribution)
                              --------------------------------------------------
                              Management of business rule changes and impact
                              assessments to storefronts , all systems
                              downstream and agent updates.
                              --------------------------------------------------
                              SLA and operational reporting
                              --------------------------------------------------
                              Concept and offer feasibility and planning
                              --------------------------------------------------
                              Work Authorization Process
                              --------------------------------------------------
                              Governance Process
                              --------------------------------------------------
                              Participation in specific project reviews
                              --------------------------------------------------
                              Monthly and quarterly planning sessions to
                              identify enhancements to system, information
                              sharing - operational results and marketing plans
--------------------------------------------------------------------------------

The parties will further develop and refine the program management services that
may be required in order to account for developments in CUSTOMER's MVNO service
offerings and business methods.

The pricing for MTS's ongoing program management services is set forth in
Attachment B, section II.


                                       15
<PAGE>

      1.3.  Transactional Services

      MTS will provide Transactional Services that will be used after the launch
      of CUSTOMER's MVNO service. These services will include, but are not
      limited to:

      A.    Sales and channel development support (e.g., web storefront
            development, dealer/agent network development, and web retail
            activity)
      B.    Voice and data/content offer availability
      C.    Order processing, including order fulfillment and order fallout
            management
      D.    Account set up and subscriber activation
      E.    Billing, including near real-time charging, data mediation,
            settlements and collections
      F.    Service denial and order fraud management
      G.    Certain subscriber support, including web-based subscriber service
            access, as well as subscriber access to subscriber management and
            service tools
      H.    Subscriber service - IVR and Inbound call Support for Tier 1, Tier 2
            and Tier 3.
      I.    Financial reporting
      J.    Report generation
      K.    Account maintenance including web-based subscriber access and
            support, maintenance, development
      L.    Inventory management
      M.    Processes, including but not limited to:
            i.Receivables
            ii.   Risk assessment
            iii.  Order Fraud management
            iv.   Web commerce platform
      N.    Other Support Services, including but not limited to:
            i.Technical
            ii.   Marketing
            iii.  Systems
            iv.   OEM Handset
            v.Training
            vi.   Knowledge transfer

      Transactional services are priced as set forth in Attachment B, section
      III.


                                       16
<PAGE>

      1.4.  Professional Services Work

      MTS will provide professional services, via the Work Authorization
      Procedures (Attachment C), at the request of CUSTOMER. Professional
      services work includes work outside of the scope of development, ongoing
      program management and transactional services previously identified and
      authorized. The pricing for professional services is set forth in
      Attachment B, section IV.

      1.5.  Consulting Services

      MTS will provide consulting services, the scope of which will be set forth
      in a Work Authorization to be created within 30 days of the closing date
      of this agreement

      The provision of services by the Consultant to the CUSTOMER hereunder
      shall commence on the signing of this agreement and shall continue for up
      to ten (10) days in January 2006, up to ten (10) days in February 2006, up
      to ten (10) days in March 2006 and up to ten (10) days in April of 2006.
      CUSTOMER may cancel these consulting services at any time and pay for work
      performed up to the date that a termination notice is received by MTS.

      MTS will submit a monthly progress report as well an expense report, all
      of which shall be submitted by MTS to the CUSTOMER on the last day of each
      month during the term of these services.

      Consulting Services are priced as set forth in Attachment B, section VI.

2.    PLANNING SESSIONS

CUSTOMER and MTS shall jointly engage in quarterly planning sessions. The goals
of these planning sessions shall include but are no limited to the following:

      o     Joint identification of problems or issues, and remedial strategies
      o     Joint identification of potential enhancements for greater
            efficiency and effectiveness
      o     Sharing marketing and business plans
      o     Operational stewardship


                                       17
<PAGE>

                                   ARTICLE 16

3.    PERFORMANCE STANDARDS BY MTS

      This section describes the methods that MTS will use to perform
      information technology services that will be rendered in connection with
      this Agreement.

      3.1.  Classification of Work Outlined in Section 3

      The following will be performed by MTS and are included in the Monthly
      Maintenance Fee indicated in Attachment B, Section III, Transactional
      Pricing:

            o     Problem Management (Section 3.2 of this Attachment A)
            o     Crisis Management (Section 3.3 of this Attachment A)
            o     Software Maintenance Services (Section 3.4 of this Attachment
                  A)
            o     Maintenance/Production (Section 3.5.1 of this Attachment A)

      The following will be performed by MTS and are included in the Ongoing
      Program Management Pricing, indicated in Attachment B, Section II:

            o     Business Prioritization and Planning (Section 3.6 of this
                  Attachment A)
            o     Routine Software Development (Section 3.7 of this Attachment
                  A)
            o     Concept and Feasibility for Work Authorized by CUSTOMER
                  (Section 3.8 of this Attachment A)
            o     Updates to existing offers and new offer creation that does
                  not require structural changes as in Table Updates (Section
                  3.9 of this Attachment A)
            o     MTS Systems Documentation (Section 3.10 of this Attachment A)
            o     Maintenance/Production (Section 3.5.2 of this Attachment A)
            o     Security/Data Protection (Section 3.11 of this Attachment A)

      The following will be performed by MTS and must be authorized via the Work
      Authorization Procedures (Attachment D) and paid for on a per request
      basis according to the fee structure outlined in Attachment B, Section IV,
      Professional Services Pricing for Authorized Development Work:


                                       18
<PAGE>

            o     Non-Routine Software Development (Section 3.12 of this
                  Attachment A)
            o     IT Solution / Capability Design and Development (Section 3.13
                  of this Attachment A)
            o     IT Configuration Management (Section 3.14 of this Attachment
                  A)

      3.2.  Problem Management

      MTS's standard fault management processes, including escalation procedures
      will be provided within 30 days of the execution of this Agreement.

      3.3.  Crisis Management

      MTS shall provide increased support to address any crisis or emergency
      problem identified to MTS by CUSTOMER or identified by MTS to CUSTOMER.
      MTS shall provide support necessary (i) to reinstate service to CUSTOMER
      or its End-Users or (ii) to provide support to CUSTOMER to comply with
      business directives of CUSTOMER senior management. Once a crisis or
      emergency situation has been identified, MTS shall continue to provide
      status to CUSTOMER until the emergency or crisis has been resolved. During
      the time between crisis identification and resolution, MTS will work with
      CUSTOMER to ensure the crisis is resolved in a manner satisfactory to
      CUSTOMER and its subscribers. MTS's escalation levels and response
      intervals are covered under section 3.4, for software maintenance.

      3.4.  Software Maintenance Services

      MTS will maintain, update, and upgrade all software provided to CUSTOMER,
      or with which the Services are delivered, in accordance with generally
      accepted business practices.

            3.4.1. Error Correction

            MTS will timely repair any errors that arise in MTS systems code
            and/or operational modifications. Production errors include Severity
            Levels 1, 2 and 3 production problems that result in MTS system
            failure or non-failure errors where there is a non-conformance to
            the MTS system specifications.


                                       19
<PAGE>

            For MTS Third Party Software, MTS shall be responsible for:

                  o     Identifying system problems,
                  o     Notifying the applicable vendor,
                  o     Notifying CUSTOMER, o Arranging for corrections to be
                        made,
                  o     Coordinating the corrections,
                  o     Testing the corrections, including coordination with
                        CUSTOMER systems, as necessary,
                  o     Scheduling the installation of the corrections into
                        production, and
                  o     Supporting the promotion of the change to production.
                  o     MTS shall manage, escalate and resolve reported problems
                        as identified by CUSTOMER.
                  o     MTS shall (i) comply with problem classification
                        response requirements by Severity Level in accordance
                        with the severity level classifications defined in the
                        table below and (ii) provide a recovery plan, that
                        includes notification procedures, back-out plans,
                        temporary workaround processes, progress reports and
                        fallback procedures.
                  o     In addition to performing root cause analysis as
                        required under the Agreement, MTS shall upon request
                        perform root cause analysis for Severity 1 and 2
                        problems related to or impacting the Services.
                  o     CUSTOMER, or its designee, shall lead a post-outage
                        review of all Severity Level 1 and 2 production problems
                        in order to identify and assign appropriate improvement
                        initiatives to the appropriate Party.

                  "Severity Levels" shall mean the three levels according to
            which MTS and CUSTOMER shall classify problems in respect of the
            Services as set forth below:


                                       20
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Severity Level                      Description                                  Service Expectation
-----------------------------------------------------------------------------------------------------------------
<S>             <C>                   <C>                            <C>
      1                               o    Mission- or business-     Mean Time to Bypass (MTTB):
                                           critical applications,    4 hr. clock time
                                           components, services or   24 x 7 support until
                                           functions are not         1.   The application or service is restored
                                           available or are          2.   An acceptable workaround with the
                                           severely impaired to           CUSTOMER has been implemented
                                           the point that            3.   A misclassified event can be
                                           revenue-generation,            downgraded
                                           client functionality or
                                           service is either         o    Minimum 2-hr. updates required until
                                           halted or significantly        confirmation of bypass or
                                           affected; or                   restoration.
                                      o    Productivity is greatly
                                           compromised; or           Max Time to interim solution:
                                      o    Complete loss of a        48 hours  unless otherwise negotiated by
                                           Service for all end       both parties
                                           users, an entire market
                                           or business               MTS will provide implementation of
                                                                     solution that eliminates recurrence of
                                                                     severity 1 outages.
                Examples:
                                                                     Irreversible Corrective Action (ICA):
                                      o    System crash.             Mutually agreed upon estimated time of
                                      o    Database corruption       completion (ETC) for ICA will be provided
                                           rendering system          within 7 days of ticket resolution.
                                           useless.                  ICA will be implemented no later than 21
                                      o    Critical deliverables,    days from ticket origination date.
                                           such as screens,
                                           printed or online
                                           outputs or
                                           interface files, are
                                           not available.
                                      o    Cannot process online
                                           or batch transactions.
                                      o    Resource limitation
                                           (e.g., disk space)
                                           prevents user from
                                           doing work
                                           without an agreed upon
                                           workaround
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       21
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Severity Level                      Description                                  Service Expectation
-----------------------------------------------------------------------------------------------------------------
<S>             <C>                   <C>                            <C>
      2                               o    A component or a          Mean Time to Bypass:
                                           feature of a mission
                                           critical application or   8 hrs. Clock Time
                                           service is unavailable    24 x 7 support until
                                           or is severely            1.   The application or service is
                                           impaired,  to the point        restored
                                           that                      2.   An acceptable workaround with the
                                           revenue-generation,            client has been implemented
                                           client functionality or   3.   If, for business reasons, a fix
                                           service is either              cannot be implemented immediately,
                                           halted or significantly        with client and management approval,
                                           affected either                ticket can be suspended until bypass
                                           directly or indirectly         can be implemented
                                      o    Business-critical
                                           application that is       o    Minimum 2-hr. updates required by fix
                                           unavailable or is              agent until confirmation of bypass or
                                           severely impaired,             restoration.
                                           rendering it unusable
                                      o    A major impairment of     Max Time to interim solution:
                                           the performance of any    72 hours unless otherwise negotiated by
                                           service or critical       both parties
                                           application for
                                           all clients in a market
                                           or business               MTS will provide implementation of solution
                                                                     that eliminates recurrence of severity
                                                                     2 outages.

                Examples:                                            ICA:
                                                                     Mutually agreed upon ETC for irreversible
                                      o    Missing report needed     corrective action (ICA) will be provided
                                           to perform job.           within 7 days of ticket resolution.
                                      o    Missing message when a    ICA will be implemented no later than 21
                                           major error occurs.       days from ticket origination date.
                                      o    System cannot process
                                           normal alarm rate
                                           within required time
                                           limits.
                                      o    Incorrect response to
                                           command with an agreed
                                           upon workaround
                                           available.
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       22
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Severity Level                      Description                                  Service Expectation
-----------------------------------------------------------------------------------------------------------------
<S>             <C>                   <C>                            <C>
      3                               o    Application, component,   Mean Time to Bypass:
                                           business service or       5 business days or negotiated "CUSTOMER"
                                           function has              date
                                           encountered a
                                           non-critical problem      Problem Resolution Expectations: 82.5% of
                                           with minimal loss of      tickets will be resolved within 1 standard
                                           functionality;            deviation of the MTTB or better.
                                      o    Problem may be
                                           identified as a           Max time to interim solution:
                                           functional defect or      Not applicable for severity 3.
                                           minimal degraded
                                           performance;              ICA:
                                      o    Problem may cause a       7 business days
                                           complete work stoppage    MTS will provide root cause analysis and
                                           for a single              implement permanent irreversible
                                           user/client;              corrective action for severity 3 tickets.
                                      o    A partial loss of
                                           Service for all clients
                                           in a market or business

                Examples:

                                      o    Defective installation
                                           script with an
                                           acceptable workaround.
                                      o    Ambiguous error
                                           messages.
                                      o    Incorrect response time
                                           to a command.
                                           An acceptable
                                           workaround is in place
                                           to enable production
                                           processing.
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       23
<PAGE>

            3.4.2. Hardware/Software Conversions and Technology Mandated
                   Conversions

            MTS shall maintain a current systems environment as set forth
            herein. MTS will convert or refresh its hardware and software in
            order to keep its systems current, and shall perform all necessary
            systems modification, testing and acceptance testing. CUSTOMER shall
            assist in systems testing, as necessary, to ensure that user
            functionality is maintained.

            MTS shall perform maintenance services related to development and
            production server administration for MTS's systems, including:

                  o     Sizing for the platform in order to meet CUSTOMER's
                        performance requirements (e.g., database capacity,
                        throughput, response time), configuration management and
                        load balancing or other performance tuning techniques as
                        necessary to ensure performance requirements are met,
                  o     Providing documentation and information (including cost
                        and performance data) to support CUSTOMER's budget
                        requests,
                  o     Performing capacity upgrades, and
                  o     Escalating MTS third party software problems to
                        applicable vendors and managing the problem resolution
                        with the third party.

            3.4.3. Preventive Maintenance

            MTS shall provide preventive maintenance services, including
            monitoring production processing and results, MTS systems tuning,
            code restructuring and other services customarily undertaken to
            improve the efficiency and reliability of programs, to minimize
            ongoing maintenance requirements and to support the daily operation
            of the MTS systems. MTS shall monitor and analyze trends to identify
            potential problems.


                                       24
<PAGE>

      3.5.  Maintenance/Production

            3.5.1. Production Control, Monitoring and Scheduling - MTS shall:

            o     define and support production schedules based on CUSTOMER's
                  requirements;

            o     support the integration of CUSTOMER and MTS schedules, as
                  appropriate;

            o     perform prudent monitoring of production to maintain or exceed
                  the baseline metrics specified in the service levels; and

            o     implement and follow escalation procedures to ensure
                  resolution of production problems as required by Section
                  3.8.1, Error Correction.

            3.5.2. Database Administration - MTS shall perform database
                   administration for the MTS systems.

      3.6.  Business Prioritization and Planning

      MTS will designate a single account manager for the Services, and will
      provide business and emergency after-hours contact information for that
      individual. MTS will also designate, as appropriate, specific project or
      functional managers for purposes of issue-specific communications and
      problem solving. If CUSTOMER reasonably and in good faith objects to a
      particular employee service as the account manager, CUSTOMER will notify
      MTS and MTS will assign a new employee within thirty (30) days.

      The account manager and/or the specific project or functional managers,
      together with such other employees as may be advisable, shall participate
      as reasonably needed in CUSTOMER's business planning and development.

      3.7.  Routine Software Development

      MTS will create and/or modify such software as is necessary to provide the
      development services and the ongoing program management services,
      including without limitation software required for website development,
      billing processes, and other software necessary to enable the features and
      plans described on Final Exhibit 1 or otherwise mutually agreed by the
      parties. Any Changes to the Service will be subject to the Change process
      as defined in the Agreement.


                                       25
<PAGE>

      3.8.  Concept and Feasibility of New Services

      MTS shall provide concept and feasibility analysis for proposals for new
      Services that CUSTOMER may seek to introduce before or after CUSTOMER's
      initial launch date. Before any such Services move beyond the concept and
      feasibility stage, and before any development or implementation may begin,
      such work must be authorized by CUSTOMER in accordance with Attachment C
      (Work Authorization Process).

      MTS shall:

      o     For concept and feasibility work, provide support to CUSTOMER as
            part of its Program Management Fees as defined in Attachment B.
      o     Where concept and feasibility work conflicts with the delivery of
            Development services for this contract, the MTS will work to resolve
            schedule conflicts or may request an adjustment of the development
            schedule from CUSTOMER.
      o     Provide input (including projected labor prices) and resources to
            support integrated cross-MTS projects for, as scheduled and directed
            by CUSTOMER.
      o     Where only MTS systems are involved in a project, MTS is responsible
            for release planning and project management oversight/coordination.
            CUSTOMER is responsible for managing release planning and project
            management oversight and coordination for their own systems

      MTS shall provide such Services as are necessary to integrate MTS Systems
      with CUSTOMER's external systems as specified in this SOW, Exhibit 1.

      3.9.  Table Updates

            MTS shall update tables for offers as requested by CUSTOMER.


                                       26
<PAGE>

      3.10. MTS Systems Documentation

      MTS shall:

            o     develop and maintain all documentation regarding MTS systems;
                  o produce sufficient documentation for each new development or
                  enhancement project;
            o     provide one (1) copy of all documentation to CUSTOMER, and
                  make such documentation available in electronic format;
            o     maintain systems documentation; and
            o     resolve issues relating to documentation related to the MTS's
                  systems used to provide the Services within the course of its
                  normal day-to-day operations.

      CUSTOMER shall have the right to copy all documentation for its own use
      and the use of its employees, contractors and agents.

      3.11. Security and Data/System Protection

            3.11.1. Errors. MTS shall have the ability to identify any material
                  error, inadequacy or omission, as defined in the requirements
                  section of this SOW Exhibit 1, in any data provided by
                  CUSTOMER or CUSTOMER's subscribers before that data is
                  processed and fulfilled, and shall promptly notify CUSTOMER or
                  such subscriber and request a correction.

            3.11.2. Disaster Recovery. MTS maintains a disaster recovery plan,
                  and shall deliver a copy of that plan to CUSTOMER. The
                  disaster recovery plan will include a secondary site to
                  support the Services in the event of an interruption of the
                  Services of more than six (6) hours' duration (a "Disaster")
                  that requires such relocation, and will provide plans for the
                  expeditious relocation of Services to the alternate site and
                  complete resumption of such Services. The disaster recovery
                  plan will be updated as business and technical developments
                  dictate.

            3.11.3. Backup. MTS will keep in a separate and safe place
                  additional copies of all records and data required to be
                  maintained by MTS hereunder, and copies of all software or
                  other processes used to provide the Services, and will be able
                  to access and use such data as necessary in case of Disaster
                  or data loss.


                                       27
<PAGE>

            3.11.4. Data Protection. MTS will use reasonable care in accordance
                  with standard commercial practices to protect against and
                  minimize the likelihood of damage, loss of data, delay or
                  error resulting from any cause, including unforeseeable events
                  such as power outages, system or network overloads, hacker or
                  virus attacks, natural disasters or other events, and will use
                  best efforts to mitigate the effects of any such occurrence.

      3.12. Non-Routine Software Development

      Software development that is outside the scope of what is necessary to
      enable the features and plans described on Final Exhibit 1 may be obtained
      by CUSTOMER as part of MTS's optional professional services work. MTS
      shall obtain CUSTOMER authorization in accordance with the Work
      Authorization Process and follow a well-established disciplined software
      development methodology that is consistent with sound industry practices.
      For any such software that is outside the scope of the development
      services and ongoing program management services, MTS will engage CUSTOMER
      for approval of major deliverables.

      MTS will apply project management discipline to manage projects. Project
      management functions include planning, staffing, monitoring, controlling
      and concluding of business change and development efforts performed to
      achieve project objectives. Project management functions will be scaled to
      reflect the complexity, cost and risk of the project. MTS will provide
      support to the designated project manager and will submit regular status
      on progress.

      3.13. IT Solution / Capability Design and Development

            3.13.1. Service Delivery

            MTS shall engage in the design and development of non-standard
            information technology solutions and capabilities as requested by
            CUSTOMER in accordance with the Work Authorization procedures
            specified in Attachment C. The terms and conditions of such
            estimates will be based on this scope of services and will provide
            input (including projected labor costs) and resources to support
            such projects.


                                       28
<PAGE>

                  o     Analysis and definition of requirements and
                        specifications for interfaces.
                  o     Supporting requirements and specifications during
                        implementation.
                  o     Scheduling all phases of testing and implementation.
                  o     Testing the interfaces.
                  o     Resolution of issues that cross between CUSTOMER systems
                        and MTS's systems.
                  o     Post implementation support.
                  o     Provide access to performance data, project management
                        information, project plans and status, cost estimates
                        and information, and Service Level performance in
                        accordance with the Procedures Manual.

            3.13.2. Testing

            MTS shall perform sufficient testing such that defects do not exceed
            the baseline metrics specified in the service levels. This testing
            shall include the following types, as appropriate:

                  o     Unit and System Test
                  o     Integration System Test
                  o     End-To-End Testing
                  o     User Acceptance Testing

            MTS shall maintain an appropriate testing environment to allow
            end-to-end testing, including testing with CUSTOMER systems when
            appropriate.

            3.13.3. Release Management


                                       29
<PAGE>

            In order to better to control risk and cost, MTS has a policy of
            grouping CUSTOMER systems changes into releases, a schedule of which
            is agreed upon by MTS and CUSTOMER. Where CUSTOMER's and MTS's
            release schedules are interdependent, CUSTOMER and MTS will
            synchronize release schedules. MTS shall:

                  o     monitor and report release progress and schedule;
                  o     distribute and implement releases upon approval from
                        CUSTOMER;
                  o     support release packaging and project commitments (to
                        the extent such release packaging or project commitments
                        are provided by MTS);
                  o     notify CUSTOMER of all application changes.

            3.13.4 Data Interfaces

                  o     MTS shall ensure that any changes to data interfaces
                        with CUSTOMER systems are adequately verified and
                        tested, and are approved by CUSTOMER prior to
                        implementation; and
                  o     MTS shall manage changes to interfaces in adherence to
                        software release schedules maintained by MTS.

      3.14. Configuration Management

      MTS shall coordinate the transfer of all changes made by MTS into the
      production environment to assure continuity of operations, including risk
      assessment, back-out plans, contingencies and communication of all
      impacting changes to the CUSTOMER's designated point of contact.

4.    Performance and Reporting

      4.1.  In addition to providing any other reports and other deliverables
            that may be required hereunder, MTS will provide monthly reports
            measuring the Service Levels as identified in Attachment D.


                                       30
<PAGE>

5.    Acceptance by Customer

For each deliverable to be provided as part of the Services, including without
limitation all updates, upgrades, modifications, enhancements, new versions and
new releases, CUSTOMER shall have the right to review and perform acceptance
testing of such deliverables. Before finalizing the work authorization on any
such deliverable, MTS will determine in consultation with CUSTOMER certain
objective functional characteristics, acceptance criteria and performance
metrics (including fault and error rates) that will be expected of that
deliverable. CUSTOMER will perform testing and verification of each such
deliverable, and shall allow MTS to participate in such testing at MTS's
discretion, sufficient to demonstrate that such deliverable provides the
expected functional characteristics, meets or exceeds acceptance criteria, and
meets or exceeds the expected and performance metrics. The deliverable will be
deemed to be accepted by CUSTOMER at the end of ten(10) business days after
delivery of the software to CUSTOMER for acceptance testing unless the CUSTOMER
objects or refuses delivery in writing (electronic means acceptable) prior to
such time for reasons of errors or defects. MTS will promptly remedy any errors
or defects discovered during verification and testing.


                                       31
<PAGE>

                                  Attachment A

                                   Exhibit 1,

                                CUSTOMER Business

                              Requirements Document

OVERVIEW:

This document will provide CUSTOMER with a list of the development and
implementation items that need to be created by MTS for the deployment and
support of the CUSTOMER's launch of a wireless MVNO Service offering to their
Subscribers. This document reflects MTS's understanding of the CUSTOMER's
offering as of December 14, 2005. The final production definition will be
developed upon a joint process and service planning sessions with CUSTOMER and
MTS. If significant changes are made to the offering, then this plan, list of
deliverables and delivery dates may be adjusted to incorporate the final
offering definition.

This offering provides the CUSTOMER with all the functionalities of a fully
operating wireless carrier tailored to CUSTOMER's business model: branding,
ordering, provisioning, payment, billing, fulfillment, service, reporting, etc.

Launch will include the following to be filled out

Product:

Ordering Service:

     1.  Web site
     2.  Call Center Agent Tool


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<PAGE>

Risk Assessment: N/A

New Order Management: TBD

     1.  Order Tracking
     2.  CUSTOMER Communications
     3.  Provisioning
     4.  Fulfillment
     5.  Handset Returns and Replacements

CUSTOMER Self-Service:

     1.  Pre-activation support.
     2.  On line - Manage My Account
     3.  IVR

Billing:

     1.  Billing System
     2.  Electronic Billing
     3.  Payment processing

Customer Service and Sales Call Center:

     1.  Customer Care Tier 1
     2.  Customer Care Tier 2


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<PAGE>

Financials:

     1. Subscriber Taxes
     2. Wholesale Invoice Settlements
     3. Treatment & Collections
     4. Financial reporting
     5. Reconciliation of the carriers' bills

Schedule and Timeframe:

High Level Milestones


                                       34
<PAGE>

                                  ATTACHMENT B

                                     PRICING

The following prices will be paid by CUSTOMER for the work as specified in the
Agreement and in these Attachments, subject to the Modification provided in
Section V below.

I.    DEVELOPMENT & IMPLEMENTATION PRICING

      o     Payments for development and implementation work specified in
            Attachment A will be calculated as set forth in Rate Schedule A
            below.

      Development and Implementation - Rate Schedule A

      --------------------------------------------------------------------------
       Development & Implementation                      One Time Fee

      --------------------------------------------------------------------------
       Customization and Implementation                       N/A

      --------------------------------------------------------------------------

      The One Time Fee will be paid as follows: half of the total amount will be
      Invoiced following execution of this Agreement (or upon execution of the
      work authorization in the case of the Detailed Design Phase II), and the
      remaining portion will be Invoiced upon the one of the following events
      (1) the Acceptance of the software release or (2) Date TBD.


                                       35
<PAGE>

II.   ONGOING PROGRAM MANAGEMENT PRICING

      o     Payments for ongoing program management work specified in Attachment
            A will commence on the targeted Launch Date of CUSTOMER's MVNO
            service, and will be calculated as set forth in Rate Schedule B

      Rate Schedule B Program Management

      --------------------------------------------------------------------------
                Item                                     Monthly Fee

      --------------------------------------------------------------------------
       Ongoing Program Management                          $15,000

      --------------------------------------------------------------------------

III.  TRANSACTIONAL PRICING

      o     Transactional pricing components and rates are set forth in Rate
            Schedules C through K below.
      o     Transactional pricing is payable by CUSTOMER for services performed
            after commencement of the Service offering.
      o     For purposes of this Attachment B, "Devices" shall be defined herein
            as any single mobile phone, PDA, converged device (e.g. Blackberry
            and Treo with voice services and like devices with similar
            capabilities.
      o     For any pricing tiers listed herein, the pricing associated with the
            tier achieved in the applicable pricing period shall be applicable
            to the total volume for such pricing period (on all Devices).

      Rate Schedule C:

      o     The following fees will be charged for Order Processing activities
            for each order processed through InPhonic's online ecommerce
            activity.
      o     Each time MTS completes an order (defined as MTS's acknowledgement
            of an accepted order that has been stored in MTS's system) there
            will be a fee.


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<PAGE>

      Order Processing Fee - Volume Tiered

      Rate Schedule C

      --------------------------------------
         One Time Fee For Completed Order

                    Processing

      --------------------------------------
                      $0.25
      --------------------------------------

      Rate Schedule D:

      o     A One - Time Subscriber Setup Fee (applicable to Completed
            Activation defined as MTS's activation order to network provider and
            subsequent confirmation of network activation by MTS to CUSTOMER)
            will be charged per device as set forth below. This fee includes
            porting or phone numbers, and tier 3 support associated manual
            fallout as part of the activation of the service line on the carrier
            network.

      One-time Customer Setup Fee (Activation)

      Rate Schedule D

      --------------------------------------
       Per Activation           Set-up Fee
      --------------------------------------

       Per Device                  $1.50
      --------------------------------------


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<PAGE>

      Rate Schedule E:

      o     Inventory Management & Shipping Fees for all devices on a per-Device
            basis with a completed ship date as confirmed by shipper to the
            shipping party.

      One-Time Inventory Management & Shipping Fees

      Rate Schedule E

      --------------------------------------------------------------------------
               Inventory Management & Shipping
      --------------------------------------------------------------------------
      Processing, Handling for activated Devices shipped
       by MTS to subscriber with appropriate collateral         $8.00 per device
      --------------------------------------------------------------------------

      --------------------------------------------------------------------------
         Inventory Management &          10 to 50 Devices,    51 or more Devices
                Shipping                    inclusively
      --------------------------------------------------------------------------

                                            Per Device            Per Device
      --------------------------------------------------------------------------
      Processing, Handling
      un-activated Devices                    $3.50
      shipped by MTS to a
      retailer/distributor in                               To be determined by
      quantities of 10-50 units                             the parties hereto
      --------------------------------------------------------------------------

      --------------------------------------------------------------------------


                                       38
<PAGE>

      --------------------------------------------------------------------------
      Shipping for all            Use MTS rates or            Use MTS rates or
      devices (activated         CUSTOMER* account,          CUSTOMER* account,
      and unactivated)           and such rates are          and such rates are
                                 not included above.         not included above.
      --------------------------------------------------------------------------

* Use of CUSTOMER shipping account for UPS or Federal Express requires a work
authorization for coding of account numbers.

      Rate Schedule F (Voice and Casual Data Services Only):

      o     A Monthly Subscriber Maintenance Fee will be charged on a per-Device
            per-month basis for all Devices for which MTS provides Services with
            volume tiers as set forth below. Device count will be totaled at the
            end of the last day of the month. These rates are for voice handsets
            with casual data capability, but does not include data only devices
            (i.e. aircards) or converged data devices(i.e. Blackberrys, Treos).

      o     Subscriber management includes - Billing, Usage Mediation,
            Rating/Guiding, Activity Transactions (account updates, plan
            changes, ESN changes, suspend/restore/deact), Payment Processing(but
            not the Processing fee), APIs to self-care transactions in IVR & on
            website, Interface management, Financial Reporting, tier 3 support

      o     CUSTOMER will pay a base fee for all Devices as to which the fee may
            be due.

      Monthly Maintenance Fee

      Regardless of the number of subscribers, the monthly maintenance fee shall
      be $2.55 per Device. There will be a minimal monthly charge for Subscriber
      Management in the amount of $45,000 which shall be equivalent to 17,647
      units.

      CUSTOMER shall reimburse MTS for the cost MTS incurs for direct internet
      access purchased to provide the internet connectivity from the home agent
      in Sprint's data center for wireless sessions for the Devices under this
      Agreement; provided CUSTOMER has approval over the architecture for the
      internet connectivity in order to control cost. To the extent non-CUSTOMER
      Devices use the same internet facilities, the cost of the internet access
      shall be allocated between CUSTOMER Devices and the other Devices.


                                       39
<PAGE>

      The above fees include electronic billing services. CUSTOMER shall
      reimburse MTS for the actual out of pocket costs MTS incurs in producing
      and mailing paper bills to CUSTOMER's end users.

      Rate Schedule G:

      o     CUSTOMER may request Add-On Options, and the following rates will
            apply on a per-order basis:

      Add-On Options

      Rate Schedule G

      --------------------------------------------------------------------------
            Add-on Options                                 Per Order

      --------------------------------------------------------------------------
       Rebate Processing                                     $2.00
      --------------------------------------------------------------------------

      Rate Schedule H:

      o     Customer may make use of the MTS IVR on a per-minute rate based on
            actual customer access.


                                       40
<PAGE>

      IVR Usage

      Rate Schedule H

      --------------------------------------------------------------------------
               Function                                     Fee

      --------------------------------------------------------------------------
       IVR Access cost per minute                          $0.18
      --------------------------------------------------------------------------

      Rate Schedule I:

      o     Customer may make use of the MTS Customer Service center based on
            per-call basis.

      Customer Service

      Rate Schedule I

      NOTE: Customer Service will be provided at MTS cost for 90 days. After
      this 90 day period, CUSTOMER will either assume the contract from MTS'
      customer service provider, provide services via its own personnel or
      purchase Customer Service services from another provider. Should Customer
      assume the agreement from MTS' customer service provider, then CUSTOMER
      will provide MTS with the right to purchase services from CUSTOMER at the
      cost to CUSTOMER. Should CUSTOMER provide services via its own personnel
      or purchase Customer Service services from another provider, CUSTOMER will
      provide MTS the right to purchase services from CUSTOMER at the price and
      upon terms and conditions to be negotiated between CUSTOMER and MTS and
      evidenced by a separate agreement.


                                       41
<PAGE>

IV.   PROFESSIONAL SERVICES PRICING FOR AUTHORIZED DEVELOPMENT WORK

      o     CUSTOMER may obtain Professional Services post-launch on an hourly
            basis
      o     Professional Services Fees apply only to authorized development work
            approved on a per-request basis that is additional to work outlined
            in Attachment A (Statement of Work).

      Professional Services Fee for Authorized Development Work

      Rate Schedule J

      -------------------------------------------------------
       Professional Service Category            Hourly Rate
      -------------------------------------------------------
       Technical                                    $170
      -------------------------------------------------------
       Non-Technical Management                     $110
      -------------------------------------------------------
       Non-Technical Clerical                        $85
      -------------------------------------------------------
       Training                                      $85
      -------------------------------------------------------

      There are four rates for authorized work, one for Technical and three for
Non-Technical. All reasonable travel and expenses are extra and charged to
CUSTOMER at cost, and such travel and expenses will be in accordance with
CUSTOMER's standard travel and expense guidelines.

      o     Technical work may include, but is not limited to, project
            management, requirements definition, system design, programming,
            testing, implementation and special requests, in accordance with the
            Statement of Work in Attachment A (Statement of Work).
      o     Non-Technical Management work includes supervision of non-technical,
            clerical workers, training development and delivery and Subject
            Matter Expert Support from operations.
      o     Non-Technical Clerical work may include, but is not limited to, data
            input, simple report processing, simple MIU investigation, service
            order corrections, bill reprints, duplicate bills, clerical,
            administrative, etc., in accordance with the Statement of Work in
            Attachment A (Statement of Work).
      o     Training work includes the development and delivery of end user
            training on the use and operation of MTS services and systems.


                                       42
<PAGE>

V.    CONSULTING SERVICES

      o     CUSTOMER may obtain Consulting Services on a daily basis plus
            expenses for the term described in section 1.5. All travel expenses
            will be authorized in advance by CUSTOMER

      Consulting Services

      Rate Schedule J

      --------------------------------------------------------------------------
               Function                                    Fee

      --------------------------------------------------------------------------
         Consulting cost per day                           $750

      --------------------------------------------------------------------------


                                       43
<PAGE>

                                  Attachment C
                           Work Authorization Process

MTS will perform work upon proper authorization by CUSTOMER. This Work
Authorization Process strictly applies to Professional Services and other work
that is outside the scope of the initial Development effort as defined in
Attachment A, Exhibit 1, what is included in the Ongoing Program Management
Services, or in the Transactional Services.

For work covered by the Ongoing Program Management and the Professional Services
work, as described in Attachment A (Statement of Work), this authorization will
be provided in the form of an email from one or more pre-identified email IDs.
MTS will establish a single point of contact to receive all work requests
hereunder. The process for obtaining and implementing a Work Authorization will
be as follows:

   o   CUSTOMER may at any time initiate a request for work hereunder (a "Work
       Request") by communicating that Work Request to MTS in writing (including
       electronic means).

   o   When MTS receives the original Work Request, MTS shall work with CUSTOMER
       through the concept and feasibility phases to produce the initial time
       and cost estimate;

   o   When CUSTOMER approves the initial estimate, MTS shall work through the
       definition phase to produce the final time and cost estimate, which is a
       committed price to CUSTOMER;

   o   When CUSTOMER approves the final estimate, MTS shall work through the
       introduction phase to implement and introduce the deliverable;

   o   Change control to existing projects must be authorized by CUSTOMER prior
       to MTS commencing work and such changes will be subject to CUSTOMER's
       approval upon review of the time and cost estimate; and

   o   MTS will bill CUSTOMER in a manner to allow association with a project ID
       for each Work Authorization. Such billing will commence with half the
       amount added to the first Invoice after the release of the Work
       Authorization and the remainder added to the first Invoice after CUSTOMER
       Acceptance as defined in this section.

The Work Authorization Process will be documented in detail (including response
intervals) within 60 days of the signing of this Agreement.

Acceptance - Acceptance is based on section 5 in Attachment A SOW.


                                       44