Exhibit 10.4



 EXHIBIT 10.4 
  
 FIRST AMENDMENT TO LEASE 
  
 PARKRIDGE TWO BUILDING 
  
 RESTON, VIRGINIA 
  
 This First Amendment (“First Amendment”) to Lease made this 8th day of November 2005 by and between Parkridge Phase Two Associates Limited Partnership (the “LANDLORD”) and InPhonic, Inc., a Delaware corporation (the
“TENANT”). 
  
 WITNESSETH 
  
 WHEREAS, Landlord and Tenant entered into that certain Lease agreement dated
July 27, 2005 (the “Lease”) pursuant to which Tenant leased 13,064 rentable square feet of building signage space in the building located at 10803/10805 Parkridge Boulevard, Reston, Virginia; 
  
 WHEREAS, Tenant desires to expand their Premises by an additional 8,104
rentable square feet (the “Expansion Space”), as outlined on Exhibit A-1. 
  
 WHEREAS, all terms and conditions of the Lease shall remain in full force and effect except as otherwise set forth herein. 
  
 NOW THEREFORE, in consideration of One Dollar ($1.00) cash in hand paid and in further consideration of the foregoing and the respective rights and
obligations hereinafter set forth, Landlord and Tenant agree to modify the Lease as follows: 
  

	 	1.	Defined Terms. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Lease. 

  

	 	2.	Expansion Premises: The Premises (as defined in Section 1.11 of the Lease) shall be expanded to include 8,104 rentable square feet on the first (1st) floor (“Expansion Space”) of Parkridge Two, Suite 150, as shown on Exhibit A-1 attached hereto.


  

	 	3.	Term: The term of the lease of the Expansion Space pursuant to this First Amendment shall be the Lease Term as defined in the Lease and shall be co-terminus with the Lease
Term. 

  

	 	4.	Commencement Date: The earlier of actual occupancy for the conduct of Tenants business (as opposed to improvements to the Expansion Premises) or November 16, 2005.


  

	 	5.	Expiration Date: February 28, 2007 subject to adjustment as set forth in Article III of the Lease. 

  

	 	6.	Basic Rent: The Basic Rent set forth in the Lease shall be modified to add the Basic Rent for the Expansion Space at a rate of $24.00 per rentable square foot as outlined in
Exhibit A-2 attached hereto. 

  

	 	7.	Security Deposit: The Security Deposit set forth in the Lease shall be increased by Two (2) month’s Basic Rent for the Expansion Space ($32,416.00) due at First
Amendment execution. 

  

	 	8.	Lease Renewal: Two (2) additional terms of six (6) months to two (2) years renewal options exercisable on ten (10) months advanced written notice at fair
market value. 

  

	 	9.	Improvements: Landlord will provide $2.14 per square foot allowance to the Expansion Premises ($17,306.54). Tenant will manage its own construction and plans, drawings and
permits and will accept the Premises in an “As-Is” condition. Tenant shall be responsible for schedule delays beyond Rent Commencement date. Landlord will not charge a fee to review plans but must approve all alterations and will respond
in no more than five (5) business days. Tenant’s contractors may have access to the Premises in no less than four (4) hours notice during regular business hours. Additionally, Landlord shall re-carpet/tile the 10805 first
(1st) floor common corridor (eastern side of the building) at its own expense and remove the security door in
the common corridor. Landlord agrees to consult with Tenant on these common corridor improvements and reasonably consider any suggestions Tenant may offer. 

  

	 	10.	Signage: Landlord shall provide a listing on the building monument sign, in the lobby directory and building standard signage on the 

  

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 suite entrance at Landlord’s expense. Tenant, at Tenant’s expense, shall have the right to
install a sign in the west lobby on the wall to the left of the security desk (if you are facing that desk) subject to Landlord’s approval. Tenant will be responsible to restore the common area to its original condition. 
  

	 	11.	Tenant Broker: The Staubach Company shall be paid a commission based upon a separate agreement. 

  

	 	12.	All other terms and conditions of the Lease dated July 27, 2005, shall remain unchanged and in full force and effect and shall control and govern the rights and obligations of
the Landlord and Tenant under this First Amendment. 

  

	 	13.	Conflict of Terms. In the event of a conflict or inconsistency between the terms, covenants, conditions and provisions of the Lease and those of this First Amendment, the terms,
covenants, conditions and provisions of the Lease shall control and govern the rights and obligations of the Landlord and Tenant. 

  
 IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment to Lease under seal as of the Date of the First Amendment to Lease. 

 

							
	ATTEST/WITNESS:	 	LANDLORD: Parkridge Phase Two Associates Limited Partnership
			
	 /s/ Robin Greenstreet

	 	By:	 	Parkridge Two, Inc., General Partner
	Name:	 	Robin Greenstreet	 	 	 	 
	 	 	 	 	By:	 	 /s/ Christopher W. Walker


	 	 	 	 	Name:	 	Christopher W. Walker
	 	 	 	 	Title:	 	President
	 	 	 	 	Date:	 	11/9/05
		
	ATTEST/WITNESS:	 	TENANT: Inphonic, Inc.
			
	 /s/ John Griffin

	 	By:	 	 /s/ Aaron Daniels


	Name:	 	John Griffin	 	Name:	 	Aaron Daniels
	 	 	 	 	Title:	 	Senior Vice President, Corporate Treasurer
	 	 	 	 	Date:	 	11/8/05

  

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 STATE OF VIRGINIA 
  
 COUNTY OF FAIRFAX 
  

I, the undersigned, Notary Public in and for the jurisdiction aforesaid do hereby certify that CHRISTOPHER W. WALKER, President of Parkridge Two, Inc., General Partner
of Parkridge Phase Two Associates Limited Partnership, whose signature is signed to the foregoing First Amendment to Lease, personally appeared before me this 9th day of November 2005, and acknowledged the same before me and in my jurisdiction aforesaid. 
  

	
	 /s/ [Illegible]


	 NOTARY PUBLIC



  
 My commission expires: 
  
 STATE OF
 
  
 COUNTY OF  
  
 I, the undersigned, Notary Public, in and for the jurisdiction aforesaid, do
hereby certify that Aaron Daniels, Senior Vice President, Corporate Treasurer, Inphonic, Inc., whose signature is signed to the foregoing First Amendment to Lease, personally appeared before me this 9th day of November 2005, and acknowledged the same before me in my jurisdiction aforesaid. 
  

	
	 /s/ [Illegible]


	 NOTARY PUBLIC



  
 My Commission Expires: 4/30/2009

  

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 EXHIBIT A-1 
  
 Plan Showing the Premises 
  
 [Drawing] 
  

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 EXHIBIT A-2 
  
 RENT SCHEDULE 
  

										
	 DATE

	  	PER ANNUM

	  	PER MONTH

	  	PSF


	 11/16/05-11/15/06
	  	$	194,496.00	  	$	16,208.00	  	$	24.00
	 11/16/06-02/28/07
	  	$	200,817.12	  	$	16,734.76	  	$	24.78

  
 NOTE: Base Rent is
escalated annually by 3.25%. 
  

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