Exhibit 10.8

                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS AGREEMENT made as of December 29, 2005 among Inphonic, Inc. and STAR NUMBER
INC., MOBILE TECHNOLOGY SERVICES, LLC (collectively, the "Covenantors") and
TELEPLUS WIRELESS, CORP. (the "Corporation") witnesses that:

WHEREAS Star Number Inc. ("SNI") and the Corporation have entered into an asset
purchase agreement made as of December 29, 2005 (the "Asset Purchase Agreement")
pursuant to which the Corporation has agreed to purchase from SNI certain assets
of SNI, upon the terms and conditions contained in the Asset Purchase Agreement;

WHEREAS Mobile Technology Services ("MTS") and the Corporation have entered into
a mobile virtual network enabler services agreement made as of December 29, 2005
(the "MVNE Agreement") pursuant to which MTS shall provide to the Corporation
MVNE services;

WHEREAS the execution and delivery of this Agreement is a condition precedent to
the obligation of the Corporation to complete the transactions contemplated in
the Asset Purchase Agreement;

AND WHEREAS capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Asset Purchase Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:

1.    Definitions. In this Agreement, the following terms shall have the
      meanings set out below unless the context requires otherwise:

      (a)   "Business" means the business of purchasing wholesale wireless
            airtime minutes and reselling them directly to consumers;

      (b)   "Person" is to be broadly interpreted and includes an individual, a
            company or corporation, a partnership, a trust, a firm, association,
            syndicate, an unincorporated organization, the government of a
            country or any political subdivision thereof, or any agency or
            department of any such government, and the executors, administrators
            or other legal representatives of an individual in such capacity.

2.    Non-Competition. Subject to Section 10 hereof, the Covenantors hereby
      covenant and agree with the Corporation that neither they nor any
      Affiliate thereof will directly or indirectly, for a period of 36 months
      from and after the Closing Date, either individually or in partnership or
      jointly or in conjunction with any Person or Persons as principal,
      shareholder or otherwise, within North America, carry on, be engaged in,
      be interested in, be concerned with or be connected in any manner with the
      ownership, management or control of, any business enterprise which is
      engaged in the Business. By way of illustration and not limitation, no
      Covenantor or any Affiliate thereof shall be prohibited from (i) entering
      into agreements with third parties to provide mobile virtual network
      enabler ("MVNE") services that include any or all of the aspects of the
      Business, or (ii) enter into agreements with third parties for the
      distribution of an MVNO service created by other third parties (by way of
      example, and not limitation, Boost Mobile and Virgin Mobile)re-selling or
      distributing pre-paid wireless airtime minutes (through pre-paid airtime
      cards or any other means) for the benefit of MVNO or other customers.

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3.    Non-Solicitation. Subject to Section 10 hereof and notwithstanding
      anything in this Agreement to the contrary, the Covenantors hereby
      covenant and agree with the Corporation that neither they nor any
      Affiliate thereof (i) will knowingly target for a period of 36 months from
      and after the Closing Date, either individually or in partnership or
      jointly or in conjunction with any Person or Persons as principal,
      shareholder or otherwise, solicit any of the customers from the customer
      lists forming part of the Purchased Assets for the purpose of offering any
      services similar to or the same as the Business or (ii) solicit any of the
      customers, present or past, of the Business during the term of the MVNE
      Agreement and for a period of 60 months thereafter for the purpose of
      offering any services similar to or the same as the Business; provided,
      however, nothing shall prohibit or otherwise limit the ability of the
      Covenantors to generally solicit any such customers through mass
      solicitations not specifically or predominantly targeting such customers.

4.    Severability. Each provision of this Agreement shall constitute a separate
      and distinct covenant and shall be severable from all other such separate
      and distinct covenants contained in this Agreement. If any of the
      covenants therein contained shall be held unreasonable by reason of the
      area, duration or type or scope of service covered by the said covenant,
      then the said covenant shall be given effect to in such reduced form as
      may be decided by any court of competent jurisdiction. Any provision of
      this Agreement which is prohibited or unenforceable in any jurisdiction
      shall, as to that jurisdiction, be ineffective to the extent of such
      prohibition or unenforceability and shall be severed from the balance of
      this Agreement, all without affecting the remaining provisions of this
      Agreement or affecting the validity or enforceability of such provision in
      any other jurisdiction.

5.    Remedies. The Covenantors acknowledge that a breach by either of them of
      any of the covenants contained in this Agreement would result in damages
      to the Corporation that may not be adequately compensated for such damages
      by monetary award alone. Accordingly, the Covenantors agree that in the
      event of any such breach, in addition to any other remedies available at
      law or otherwise, the Corporation shall be entitled as a matter of right
      to apply to a court of competent jurisdiction for relief by way of
      injunction, restraining order, decree or otherwise as may be appropriate
      to ensure compliance by the Covenantors or any of their Affiliates with
      the provisions of this Agreement. Any remedy expressly set out in this
      Agreement shall be in addition to and not inclusive of or dependent upon
      the exercise of any other remedy available at law or otherwise.


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6.    Reasonableness of Restrictions. The Parties agree that all restrictions in
      this Agreement are necessary and fundamental to the protection of the
      respective businesses of the Parties and are reasonable and valid. All
      defences to the strict enforcement of this Agreement against the Parties
      or any of their Affiliates are hereby waived.

7.    Successors and Assigns. This Agreement shall enure to the benefit of, and
      be binding on, the Parties and their respective successors and permitted
      assigns. No Party may assign or transfer, whether absolutely, by way of
      security or otherwise, all or any part of its respective rights or
      obligations under this Agreement without the prior written consent of the
      other Parties.

8.    Notices. Any notice or other communication required or permitted to be
      given or made under this Agreement shall be done in accordance with
      Section 15.9 of the Asset Purchase Agreement.

9.    Amendment. No amendment of this Agreement shall be effective unless made
      in writing and signed by all the Parties.

10.   Waiver. A waiver of any default, breach or non-compliance under this
      Agreement shall not be effective unless in writing and signed by the Party
      to be bound by the waiver. No waiver shall be inferred from or implied by
      any failure to act or delay in acting by a Party in respect of any
      default, breach or non-observance or by anything done or omitted to be
      done by any other Party. The waiver by a Party of any default, breach or
      non-compliance under this Agreement shall not operate as a waiver of that
      Party's rights under this Agreement in respect of any continuing or
      subsequent default, breach or non-observance (whether of the same or any
      other nature).

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

12.   Counterparts. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original and all of
      which taken together shall be deemed to constitute one and the same
      instrument. Counterparts may be executed either in original or faxed form
      and the Parties adopt any signatures received by a receiving fax machine
      as original signatures of the Parties; provided, however, that any Party
      providing its signature in such manner shall promptly forward to the other
      Parties an original of the signed copy of this Agreement which was so
      faxed.

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


                                    STAR NUMBER, INC.

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

                                    I have the authority to bind the Corporation


                                    MOBILE TECHNOLGY SERVICES, LLC.

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

                                    I have the authority to bind the Corporation


                                    INPHONIC, INC.

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

                                    I have the authority to bind the Corporation


                                    TELEPLUS WIRELESS, CORP.

                                    By: /s/ Marius Silvasan
                                        --------------------
                                    Name:
                                    Title:

                                    I have the authority to bind the Corporation


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