Exhibit 10.10

                        INTELLECTUAL PROPERTY ASSIGNMENT

      INTELLECTUAL PROPERTY ASSIGNMENT made as of the 29th day of December,
2005, by Star Number, Inc., a Delaware corporation with its principal place of
business at 10803 Parkridge Boulevard, Suite 100, Reston, Virginia 20191 (the
"Assignor"), to TelePlus Wireless, Corp., a Nevada corporation with its
principal place of business at 7575 TransCanada, Suite 305, St-Laurent, Quebec,
H4T 1V6 (the "Assignee").

                                 R E C I T A L S

      The Assignee and the Assignor are parties to an Asset Purchase Agreement
of even date herewith (the "Purchase Agreement"), pursuant to which the Assignor
has agreed to sell to the Assignee and the Assignee has agreed to buy from the
Assignor the Purchased Assets (as defined in the Purchase Agreement), including
without limitation the trademarks of the Assignor. Pursuant to the Purchase
Agreement, the Assignor has agreed to execute such instruments as the Assignee
may reasonably request in order more effectively to sell, convey, assign,
transfer, deliver, assure and confirm to the Assignee and its successors and
assigns, or to aid and assist in the collection of or reducing to possession by
the Assignee of, all of such Purchased Assets.

      In accordance therewith, the Assignor desires to transfer and assign to
the Assignee, and the Assignee desires to accept the transfer and assignment of,
all of the Assignor's worldwide right, title and interest in, to and under the
Assignor's registered and unregistered domestic and foreign trademarks and
trademark applications, including without limitation, the trademarks and
trademark applications listed on Schedule A annexed hereto and incorporated
herein by reference (all of the foregoing being referred to herein as the
"Trademarks").

      NOW, THEREFORE, the Assignor, for and in exchange for the payment of the
purchase price set forth in the Purchase Agreement, the receipt of which is
hereby acknowledged, does hereby effective as of the Effective Time (as defined
in the Purchase Agreement) transfer and assign to the Assignee, and the Assignee
hereby accepts the transfer and assignment of, all of the Assignor's worldwide
right, title and interest in, to and under the Trademarks, together with the
goodwill of the business associated therewith and which is symbolized thereby,
all rights to sue for infringement of any Trademark, whether arising prior to or
subsequent to the date of this Intellectual Property Assignment, and any and all
renewals and extensions thereof that may hereafter be secured under the laws now
or hereafter in effect in the United States, Canada and in any other
jurisdiction, the same to be held and enjoyed by the Assignee, its successors
and assigns from and after the date hereof as fully and entirely as the same
would have been held and enjoyed by the Assignor had this Intellectual Property
Assignment not been made.

      Except to the extent that federal law preempts state law with respect to
the matters covered hereby, this Intellectual Property Assignment shall be
governed by and construed in accordance with the laws of the State of Delaware
without giving effect to the principles of conflicts of laws thereof.

<PAGE>

      IN WITNESS WHEREOF, the Assignor has caused its duly authorized officer to
execute this Intellectual Property Assignment as of the date first above
written.

WITNESS:                                   ASSIGNOR:

                                           STAR NUMBER, INC.


                                           By: /s/ Frank C. Bennett       (SEAL)
------------------------------------           ---------------------------
                                               Name:
                                               Title:

                                           I have the authority to bind the
                                           Corporation

WITNESS:                                   ASSIGNEE:

                                           TELEPLUS WIRELESS, CORP.


                                           By: /s/ Marius Silvasan        (SEAL)
------------------------------------           ---------------------------
                                               Name:
                                               Title:

                                           I have the authority to bind the
                                           Corporation


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<PAGE>

State of          )
                  )        ss.:
County of         )

      On this ______ day of December, 2005, before me, _______________,
personally appeared ______________, ______________of Star Number, Inc.,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.

      Witness my hand and official seal.


-----------------------------
Notary Public


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<PAGE>

                                   SCHEDULE A

                              Registered Trademarks

<TABLE>
<CAPTION>
Trademark                                                          Registration No.

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

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

                         Pending Trademark Applications

Trademark                                         Application Number

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


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