Online Advertising Contract

a)

Cingular and Agent acknowledge that they have read this Agreement and understand and accept the terms, conditions and covenants contained herein as being reasonable and necessary to maintain Cingular’s high standards for WCS and thereby protect and preserve the goodwill of Cingular’s WCS and its Marks.

b)

Agent acknowledges that Cingular’s ability to operate a WCS system is conditioned upon the continuing validity of a FCC license. Agent recognizes that Cingular’s ability to operate a WCS system may be affected by state and federal court decisions, state and federal regulatory approvals, and/or the maintenance of necessary contractual arrangements. Agent agrees that if Cingular is prohibited from, or otherwise ceases, selling WCS in the Area, Cingular may declare this Agreement, or any part herein, null and void with no penalty.

c)

Cingular expressly disclaims the making of, and Agent acknowledges that it has not received or relied upon, any representation as to the gross compensation or revenue that it may earn as a result of its agency relationship with Cingular and acknowledges that it has no knowledge of any representations relating to its agency relationship with Cingular by an officer, employee or agent of Cingular that are contrary to the terms herein. Agent has made material representations to Cingular in its application for appointment as an authorized Agent of Cingular and Cingular has relied upon such representations as a material inducement to enter into this Agreement with Agent.

d)

Agent and Cingular mutually agree that they shall not have any liability to the other for any special, consequential, incidental, or indirect damages, or lost profits or revenues, even if advised of the possibility of such damages.

a)

Subject to all of the terms and conditions herein, Agent shall, within the Area, solicit and contract subscribers for Authorized Cingular Services.

b)

Agent acknowledges that this is a nonexclusive agreement with respect to Cingular and Cingular expressly reserves the right without obligation or liability to Agent, to market in the same Area served by Agent, Authorized Cingular Services, any other Cingular WCS and Equipment, and any other products and services offered by Cingular or its Affiliates, whether through Cingular’s own representatives or through others including, but not limited to, other authorized exclusive or nonexclusive agents, exclusive or nonexclusive dealers, as well as Resellers, distributors, and retailers. Cingular also reserves the right to alter, or subtract from the Authorized Cingular Services set forth in Exhibit B at any time and for any reason and shall provide as much prior notice as reasonably possible. Agent also acknowledges and understands that Cingular or its Affiliates may establish other retail or wholesale locations within the Area which offer products or services of Cingular (or its Affiliates) which may be in competition with Agent.

c)

Agent acknowledges and agrees that Agent has been engaged to sell WCS at the rates that Cingular publishes in its rate plan brochures as revised from time to time (the “Published Rates”). Agent does not have the authority to vary the Published Rates or any terms of WCS as determined by Cingular from time to time. Further, Agent does not have the authority under this agreement, unless specifically authorized in writing by Cingular, to Activate individual lines on behalf of anyone qualifying to receive the rates set out in a competitive bid by Cingular.

d)

In the Area, Agent shall operate in accordance with such standards as Cingular may from time to time prescribe for Internet-Based distribution. The current standards are attached hereto as Exhibit K. Agent acknowledges and agrees that this Agreement does not authorize Agent to make sales via telemarketing.

e)

Agent acknowledges and agrees that its sole relationship with Cingular with respect to the Area is as described herein, and that during the term of this Agreement it shall not have any other direct or indirect relationship with Cingular, including but not limited to, as a Reseller of Cingular’s WCS.

f)

Upon enrollment of a particular Subscriber, such Subscriber shall become a customer of Cingular, and Cingular shall offer and furnish such customer billing services as Cingular deems appropriate. Cingular shall be responsible for collection of any charges for WCS from Subscribers.

g)

With the sole exception of selling Authorized Cingular Services to Subscribers enrolled by Agent for the account of Cingular with respect to which Agent acts as an agent of Cingular and owes Cingular the fiduciary and other obligations of an agent to its principal, Cingular and Agent acknowledge and agree that their agency relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employment relationship or franchise between them.

h)

Agent hereby represents that Agent is engaged in an independent business and will perform its obligations under this Agreement as an independent contractor and not as the employee or agent of Cingular (except as noted in the previous paragraph); that the Persons performing Services hereunder are not employees or agents of Cingular; that Agent has and hereby retains the right to exercise full control of and supervision over the performance of Agent’s obligations hereunder and full control over the employment, direction, compensation and discharge of all employees, contractors or agents of Agent assisting in the performance of such obligations; that Agent will be solely responsible for all matters relating to payment of such employees, contractors or agents, including compliance with workers’ compensation, unemployment, disability insurance, social security, withholding and all other federal, state and local laws, rules and regulations governing such matters; and that Agent will be responsible for Agent’s own acts and those of Agent’s employees, contractors and agents during the performance of Agent’s obligations under this Agreement.

i)

Agent acknowledges that compensation paid and other terms and conditions for adding Subscribers to Cingular’s services may vary among agents and other distributors of Cingular’s services in Cingular’s sole discretion.

a)

Agent may enter into agreements with any Person (subject to the conditions stated herein) to sell Cingular’s Authorized Cingular Services on behalf of Agent (“Sub-Agent”). Agent shall provide Cingular with prior written request, including such information as Cingular shall require from time to time, of its desire to contract with a subagent. Agent shall not enter into any agreement with a Sub-Agent until Cingular has approved such Sub-Agent. Notwithstanding anything herein, Cingular shall have the right to disapprove at any time any previously approved Sub-Agent, and Agent shall immediately terminate its Sub-Agency relationship with such Sub-Agents. All approved Sub-Agents shall be listed in Exhibit J (Sub-Agents), as amended in writing from time to time by the parties. Agent shall have provisions in its agreement with all Sub-Agents allowing Agent to terminate its relationship with any Sub-Agent Cingular has notified Agent is disapproved. Upon request of Cingular, Agent shall provide a list of all Sub-Agents.

b)

Cingular shall have the right to require the immediate removal of any Sub-Agent whose acts or omissions would, if committed or omitted by Agent, constitute a breach of, or default under, this Agreement by Agent. In the event of any such Sub-Agent act or omission, Cingular shall have the additional right, notwithstanding anything to the contrary herein, to rescind Agent’s right to operate through such Sub-Agent.

c)

Agent understands and agrees that Sub-Agents of Agent shall not be permitted to use Cingular Marks in any manner whatsoever. Any unauthorized use of Cingular Marks by a Sub-Agent shall be grounds for immediate termination of this Agreement, in addition to Cingular’s right to any other remedies under law or equity.

d)

Agent may not delegate its responsibilities under this Agreement to any Sub-Agent, and shall remain liable to Cingular pursuant to the terms of this Agreement for any act or omission of a Sub-Agent notwithstanding any agreement with a Sub-Agent. Agent shall indemnify, defend and hold Cingular harmless for the acts or omissions of any Sub-Agents or any breach of this Agreement by any Sub-Agents.

e)

Notwithstanding anything herein to the contrary, if Agent breaches any provision in this Section 4, Cingular’s remedies shall include, but not be limited to:

i)

rescinding Agent’s right to operate through Sub-Agents,

ii)

suspension of compensation due Agent for Subscribers activated through Sub-Agent;

iii)

immediate termination of this Agreement.

a)

Agent agrees to provide sufficient personnel, materials and advertising to actively promote Authorized Cingular Services in a quality manner, and to maintain appropriate Web Site to enhance the sale of Authorized Cingular Services.

b)

Agent will offer Authorized Cingular Services to Subscribers subject to all of the applicable terms and conditions of Cingular’s then most current form of contract for customers.

c)

Agent agrees to maintain sufficient workers compensation insurance and Commercial General Liability (“CGL”) insurance to protect Cingular and its Affiliates from all claims of liabilities arising out of or in connection with this Agreement or Agent’s performance under this Agreement, including but not limited to the acts, omissions, and/or representations of Agent and its officers, employees and representatives. Cingular and its Affiliates shall be named as “additional insureds” on each CGL policy, and each workers compensation insurance policy and/or CGL policy shall contain a waiver of subrogation clause. Such insurance coverage shall be maintained under one or more policies of insurance from a recognized insurance company qualified to do business within the Area providing minimum liability protection of one million dollars ($1,000,000) per occurrence for bodily and personal injury and death and one million dollars ($1,000,000) per occurrence of property damage. Each such insurance policy shall provide for not less than thirty (30) days prior notice to all insureds of any modifications, cancellation or non-renewal. Cingular may, at any time and with ninety (90) days prior notice to Agent, require Agent to increase its coverage of any type of insurance in reasonable amounts and to require different or additional kinds of insurance, to reasonably reflect inflation, identification of special risks, changes in law or standards of liability, higher damage awards or other reasonable changes in circumstances. Upon request by Cingular, Agent shall furnish proof satisfactory to Cingular that insurance coverage required hereunder is in force.

d)

Agent agrees to maintain operations and follow procedures that are in full compliance with Cingular’s requirements as specified in Cingular’s manuals and training guides as may be amended and distributed from time to time, and to allow Cingular reasonable access to Agent’s facilities for inspection. Agent shall collect from Subscribers as directed by Cingular, deposits securing the Subscriber’s payment for service. Agent shall have no claim to any such deposits collected. In the event that Agent fails to collect deposits from Subscribers as directed by Cingular, Cingular may offset such un-remitted deposits against any amount owed by Cingular to Agent. Cingular shall collect deposit amounts from Agent through deductions from commissions and other payments owed by Cingular to Agent. Notwithstanding that any deposit amount was collected from Agent through an offset, Agent shall have no claim against such deposit and it shall be refundable only to the Subscriber on whose behalf the deposit was, or should have been, collected. Agent agrees that it may be required to supply certain computer equipment necessary to interact with Cingular’s systems for the purpose of Activating Subscribers and for accessing Subscriber accounts for purposes of providing customer service. The Cingular Agent Operations Manual, as amended from time to time, is binding upon Agent as if fully set forth herein. The current version of the Cingular Agent Operations Manual is attached as Exhibit H.

e)

Agent agrees that if Cingular in its sole discretion should provide access to any of Cingular’s systems for purposes of Activating Subscribers, or accessing Subscribers accounts, that Agent shall only use such access for the purpose authorized explicitly in writing by Cingular. Should Cingular provide any equipment to be used for such purpose, Agent agrees that such equipment shall remain the property of Cingular. Should Cingular provide any software for use in connection with such equipment, Agent agrees that such software shall be subject to a separate license agreement.

f)

For its own account, Agent agrees to sell or lease Equipment to be used by Subscribers of Cingular’s WCS. Agent may only offer FCC approved equipment. Agent agrees to maintain an inventory of Equipment sufficient to meet reasonable anticipated demand by Subscribers, which Agent enrolls. In particular, but without limitation, Agent agrees not to use any Equipment bearing trademarks similar to or resembling the Marks of Cingular without the express written approval of Cingular. Except for any Cingular-owned Equipment which Agent handles on behalf of Cingular, all Equipment sales and leases shall be made by or on behalf of Agent for its own account and not as Agent for, or for the account of, Cingular. Agent may establish sale and lease prices, fees and charges for the Equipment and Cingular shall have no control over such prices or over Agent’s Equipment. Notwithstanding the foregoing, Agent shall comply with Cingular’s Equipment Return Policy, attached hereto as Exhibit I and as amended from time to time in Cingular’s discretion. With respect to the sale or lease of Agent’s Equipment, Subscribers shall be customers of Agent and Cingular shall have no responsibility to Agent or to Subscribers with respect to the sale or lease of Agent’s Equipment.

g)

Agent agrees that all Equipment sold by Agent for use with Cingular’s service shall conform to such standards of hardware and software as Cingular may prescribe from time to time. Agent acknowledges that such requirements may preclude Agent from selling Equipment that is approved by the FCC for use on Cingular’s service, may require certain types or Equipment for use with certain plans, or may require preloading software or data in the Equipment. By way of illustration, and not limitation, Cingular may require Agent to sell Equipment that is capable of operating on both Cingular’s TDMA and GSM systems (“GAIT Equipment”), and has been preloaded with the Intelligent Roamer Data Base specifying the systems on with the Equipment will operate when outside the geographic area in which it was activated; Cingular may prohibit the sale of TDMA Equipment in geographic areas in which Cingular operates both a GSM and TDMA wireless system; or Cingular may require the sale of Equipment that is capable of accessing Cingular’s GPRS system.

h)

Agent agrees to take all necessary steps to ensure compliance with Agent obligations under the Agreement by Agent and its personnel and any other parties involved in the sale of the Authorized Cingular Services by Agent.

i)

Agent agree that it will at all times, faithfully, honestly and diligently, perform its obligations hereunder, and that Agent will continuously exert its best efforts to promote and enhance the use of Cingular’s Authorized Cingular Services.

j)

Agent agrees that during and after the term of this Agreement, Agent will not reveal, divulge, make known, sell, exchange, give away, or transfer in any way any CPNI, or any other information regarding Cingular Subscribers obtained by it in connection with its relationship with Cingular to any Person other than Cingular except with the express written permission of Cingular or as required under Section 222 of the Telecommunications Act or other applicable law. Agent shall use CPNI and/or any other information regarding Cingular Subscribers obtained in connection with its relationship as Agent solely for the purposes of:

i)

marketing additional Authorized Cingular Services to Cingular Subscribers consistent with the terms of this Agreement,

ii)

Agent (but no Successor) maintaining periodic contact with Subscribers as required for warranty service, installation or maintenance of Equipment, and

iii)

the resolution of disputes between Agent (but no other corporate entity) and Subscribers relating to Equipment charges.

k)

Any use by Agent of CPNI is subject to the orders, rules and regulations promulgated by the FCC and if any use as outlined in this paragraph is determined to be in conflict with an FCC order, rule or regulation, Cingular may require such use to cease immediately.

l)

Agent agrees to advertise association with Cingular’s Authorized Cingular Services as an authorized Agent of Cingular, pursuant to any written procedures Cingular may publish from time to time.

m)

Agent agrees that it will not allow any other Person to use its agent code(s).

a)

Subject to Cingular’s ability to provide WCS in connection with necessary licenses and regulatory approvals and the continuing validity of such necessary licenses and regulatory approvals, and subject to compliance with Cingular’s procedures and guidelines established from time to time, Cingular agrees to provide the Authorized Cingular Services to Subscribers solicited by Agent in accordance with this Agreement.

b)

Cingular shall establish the rates, terms and conditions of the sale of its Authorized Cingular Services to Subscribers, which rates, terms and conditions shall be subject to change upon notice by Cingular.

c)

Cingular shall establish the administrative procedures and guidelines for sale of Authorized Cingular Services, enrollment of Subscribers and customer service provided to Subscribers. Such procedures and guidelines may include a requirement that Agent provide certain equipment necessary to Activate Subscribers or to access Cingular’s systems so as to provide customer service to Subscribers.

d)

Cingular agrees to promote and advertise Authorized Cingular Services and provide promotional literature from time to time as Cingular deems necessary and appropriate.

e)

Cingular agrees to bill Subscribers for Authorized Cingular Service(s) charges and provide customer service and assistance with respect to collection of Authorized Cingular Service charges, and provide such other customer service and assistance deemed necessary or appropriate by Cingular.

a)

Agent shall be compensated as provided on Exhibit C. Notwithstanding anything herein, or on Exhibit C to the contrary, Cingular may from time to time revise existing rate plans, or introduce special rate plans for which compensation shall be different than as set out on Exhibit C. Examples of special rate plans include, but are not limited to plans designed for business customers, data only plans, and FamilyTalk Plans. In order to be compensated for activating Subscribers on such revised or special rate plans, Agent must agree in writing to accept such different compensation. In the event Agent fails to agree to accept such different compensation, but nonetheless activates Subscribers on such revised or special plans, Agent shall be deemed to have accepted the different compensation and all terms and conditions applicable thereto. In the event Agent fails to agree to accept such different compensation but Subscribers switch to such revised or

special plans within the Vesting Period (as defined below) no compensation shall be payable. Commissions and other compensation payments shall only be earned as long as this Agreement is in effect, and the expiration or termination of this Agreement shall terminate Agent’s right to earn any further commission, compensation, fee, bonuses, or other such future payment that might otherwise be earned if this Agreement had not terminated or expired. Notwithstanding the foregoing in this Section 8.a), where the Subscriber satisfies the Vesting Period (as defined in Exhibit C) prior to the expiration or termination of this Agreement, the Activation Commission shall be paid to Agent by CINGULAR even though this Agreement has expired or been terminated. Activation Commissions in which the Subscriber fails to satisfy the Vesting Period either before or following this Agreement’s expiration or termination, shall be charged-back to Agent (or paid by Agent to CINGULAR in cash within 30 days of CINGULAR’s request for payment) even though this Agreement has expired or been terminated.

b)

An Activation Commission shall be earned and paid for each qualified Subscriber enrolled by Agent for Authorized Cingular Services during the term of this Agreement, subject to the conditions set forth herein. A Subscriber will be deemed enrolled only when i) the Subscriber has been accepted by Cingular, ii) the Subscriber’s WCS telephone number has been Activated in the Equipment, and iii) the Subscriber remains on the Service for the Vesting Period. An Activation Commission shall not be considered earned by Agent in the event a Subscriber does not remain continuously active on Cingular’s system during the Vesting Period regardless of whether the Activation Commission was previously paid by Cingular for that Subscriber.

c)

If any Subscriber’s Service is discontinued prior to satisfying the Vesting Period and Cingular has already paid Agent the Activation Commission, an equipment rebate, a cooperative advertising payment, a SPIFF, or any other payment made in connection with the activation of a Subscriber (“Activation Payments”), prior to such Service discontinuance, Cingular will be entitled to deduct (in the form of a charge-back) the Activation Payments previously paid, from any future payments due and owing to Agent. Agent understands that such discontinuance may arise from the Subscriber’s election to deactivate Service or, from Cingular’s deactivation of Service for that Subscriber. Any Cingular deactivation of Subscriber Service shall arise only for cause. Cingular’s deactivation of a Subscriber’s Service “for cause” may arise from, but not necessarily be limited to the following events: Subscriber credit problems, failure or delay in Subscriber payment for Service, Subscriber fraud or misuse of Equipment or Cingular’s WCS, or Subscriber’s breach of any of Cingular’s terms and conditions of Service. Agent acknowledges and agrees that Cingular may grant Subscribers fifteen (15) days, or such other period as Cingular may determine in its sole discretion, during which Subscribers may cancel agreements without incurring termination fees, including agreements obligating the Subscriber to purchase the Authorized Cingular Services for a period of months or years. Agent agrees that Agent shall not require Subscribers to enter into contractual relationships directly with Agent that create obligations for the Subscriber who terminates Authorized Cingular Services pursuant to Cingular policies or that are otherwise inconsistent with Cingular’s policies.

d)

Agent must provide Cingular with all Subscriber sales information, including all back-up documentation, the date of sale, description of the Equipment and a copy of the Subscriber’s service order completed by Agent which shall specify, among other pertinent information, the Subscriber’s WCS phone number. Agent shall maintain and, upon request, provide to Cingular full, accurate and complete back-up documentation covering each Subscriber. In the event that Cingular pays compensation prior to the receipt of such documentation, and such documentation is not subsequently provided within five (5) days of Cingular’s request, Cingular may deduct such previously paid compensation as a charge-back from future compensation due Agent.

e)

In the event that charge-backs made by Cingular exceed the amount to be paid Agent during the same month, Cingular may, at its option, deduct those charge-backs from moneys due Agent in subsequent months. In the event Cingular determines in its reasonably exercised discretion that Agent is likely to cease doing business, Cingular may withhold sufficient compensation to cover anticipated charge-backs after Agent ceases to do business. If this Agreement expires or is terminated, and there is not sufficient money due Agent to cover the amount of Cingular charge-backs, Agent shall be required to refund to Cingular the remaining balance of the charge-backs in cash within 30 days of written request.

f)

Upon reasonable advance notice, Agent and Cingular or their designated representatives shall each have access during normal business hours to all pertinent books and records of the other relating to the obligations of the parties under this Agreement, including but not limited to, records of Activations, deactivations, and Activation Commission accounts, for the purpose of verifying that all Activation Commissions have been properly earned, credited and paid.

g)

Agent agrees that if Cingular identifies a situation in which Agent’s activities violate this Agreement, Cingular may (i) withhold payment of compensation amounts applicable to the numbers under investigation during the investigation of activities and/or (ii) require Agent to cease all activities hereunder.

h)

In addition to any other limitations set forth herein, no Activation Commission, Co-op payment, rebate, or other compensation otherwise due shall be paid to Agent for any WCS or Equipment sold:

i)

directly by Cingular,

ii)

by another Cingular agent,

iii)

by any other Person including another authorized sales representative,

iv)

in a fraudulent, deceitful or misleading manner as determined by Cingular in its sole discretion exercised in good faith;

v)

to Cingular or its Affiliates or their respective employees; or,

vi)

to Resellers.

i)

Reserved. Cingular shall have the right to set off against any payment due Agent by Cingular hereunder, or under any other Agreement between Agent and Cingular or any Subsidiary of Cingular, for any amounts owed to it by Agent, equipment purchased from Cingular, customer account adjustments, amounts due for advertising, or amounts due for failure to attend scheduled training, seminars, or workshops if any. Not withstanding the forgoing, Cingular will not set off any payment due Agent by Cingular with any amounts owed by Agent to Cingular, unless Agent is past due in accordance with the terms for such amounts owed, and Cingular will provide Agent 5 business days notice in order that Agent may otherwise pay amounts owed and avoid the set off.

j)

Should Cingular, in its sole discretion, determine that Agent has inflated or otherwise manipulated its count of Subscribers by falsifying applications adding nonexistent Subscribers, adding Subscribers who do not use minimal amounts of airtime, or by any other means or methods, then Cingular shall, in addition to any other rights it may have under this Agreement, have the right to immediately terminate this Agreement and/or to collect from Agent, and Agent agrees to pay to Cingular, all payments made to Agent by Cingular for each such Subscriber and all amounts due for unpaid bills for service for each such Subscriber. Agent agrees that Cingular may deduct such amounts from compensation due Agent as a Charge Back. Provided, however, Cingular shall not require Agent to repay any compensation which was paid for such Subscriber after twelve (12) months from such Subscriber’s Activation date.

k)

Exhibit C may be revised as provided therein.

a)

Agent may purchase Equipment from Cingular in accordance with the General Purchase Agreement entered into by InPhonic, Inc. (“PURCHASER”) and Cingular Wireless LLC (“SELLER”) effective July 1, 2001. Agent may sell Equipment to its customers at such prices as it determines in its sole discretion. Agent understands that in order to purchase Equipment from Cingular other than on a cash on delivery basis, Agent may be required to sign security agreements, financing statements and related documents.

a)

Periodically, Cingular will publish a list of Marks that Agent is licensed to use under this Agreement. The right granted hereunder shall be the non-exclusive right of Agent to use the Marks solely in the Area. Such list will also be supplemented with rules and procedures prescribed by Cingular pertaining to the Marks. Agent agrees to comply with all such rules and procedures prescribed by Cingular from time to time during the term of this Agreement. Agent acknowledges that its right to use the Marks is derived solely from this Agreement and is limited to the identification of Agent as an agent of Cingular. Agent recognizes the great value of the goodwill associated with the Marks, and acknowledges that the Marks and all rights therein and goodwill pertaining thereto, belong exclusively to Cingular, and that the Marks also have a secondary meaning in the mind of the public. Agent acknowledges and agrees that all usage of the Marks by Agent and any goodwill established thereby shall inure to the exclusive benefit of Cingular and

its Affiliates and that this Agreement does not confer any goodwill or other interests in the Marks upon Agent. Any unauthorized use of the Marks by Agent, or any use not in compliance herewith, shall constitute an infringement of the rights of Cingular and its Affiliates in and to the Marks and shall further constitute a material breach of this Agreement.

b)

Agent shall use the Marks with such words qualifying or identifying the agency relationship of Cingular and Agent as Cingular from time to time shall prescribe. Agent shall not use the Marks as part of any corporate or trade name or with any prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form, nor may Agent use the Marks in connection with the sale or lease of any unauthorized product or service or in any other manner not expressly authorized by this Agreement or separately in writing by Cingular. If Agent uses Cingular’s Marks on any of Agent’s stationery, other forms or business cards, Agent agrees to display the Marks on such stationery, other forms, and business cards used in its WCS business in the manner prescribed by Cingular. Agent agrees to obtain such fictitious or assumed name certificates or registrations as may be required by applicable law, provided the fictitious or assumed name is approved in writing by Cingular and Cingular is provided a copy of the certificate and/or registration. If any fictitious or assumed name used by Agent includes anything that identifies Cingular or its Marks, Cingular may at any time require Agent to cease using such fictitious or assumed name, and to cancel any corresponding certificate and/or registration.

c)

If it becomes advisable at any time in Cingular’s sole discretion for Agent to modify or discontinue use of any Mark or substitute one or more additional trade or service marks to identify its relationship with Cingular or, if applicable, any Equipment, Agent agrees to comply therewith within a reasonable time after written notice thereof by Cingular and the sole obligation of Cingular in any such event shall be to reimburse Agent for the out-of-pocket costs, if any, of complying with this obligation. In addition, Agent shall replace obsolete identification signs or identification material with new signs or identification material should Agent adopt new Marks replacing one or more Marks identified by Cingular in such list as hereinbefore specified.

d)

Upon reasonable notice from Cingular, Agent shall provide Cingular with samples of all advertising and other literature, packages, labels, and labeling prepared by Agent which use the Marks or the logos. When using the Marks or the logos under this Agreement, Agent undertakes to comply with all laws pertaining to trademarks or service marks in force at any time in the Area.

a)

Agent agrees that it will not challenge the title or any rights of Cingular in and to the Marks either dining the term of this Agreement or thereafter.

b)

Agent agrees to assist Cingular, and Cingular agrees to reimburse Agent for all associated reasonable and necessary actual costs incurred by Agent in connection therewith, to protect any of Cingular rights to the Marks. Cingular, if it so desires, may commence or

prosecute any claims or suits in its own name or in the name of Agent or join Agent as a party thereto for such purposes. When known, Agent shall notify Cingular in writing of any infringements or imitations by others of the Marks which are the same as or similar to those covered by this Agreement. Cingular shall have the sole right to determine whether any action shall be taken on account of any such infringements or imitations. Agent shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of Cingular.

a)

Agent shall secure and maintain in force all licenses and permits required by Agent and its employees in the enrollment of Subscribers and the sale or lease of Equipment, installation and maintenance of Equipment, including without limitation, all required FCC or other permits and certifications, if required, and business and sales tax licenses, and shall conduct its business in full compliance with all state and federal laws, ordinances and regulations applicable to Agent’s business. Agent shall sell Authorized Cingular Services in accordance with applicable rules, regulations, statutes and decisions governing such Services.

b)

Agent shall promptly pay when due, all taxes and assessments against any real or personal property used in connection with Agent’s business, and all liens or encumbrances of every kind or character created or placed upon or against any such property, and all accounts and other indebtedness of every kind incurred by Agent in the conduct of its business.

c)

Agent shall comply, at its own expense, with the provisions of all applicable municipal requirements and those state and federal laws and executive orders applicable to Agent as an employer.

d)

Agent expressly agrees not to discriminate against any Subscriber, employee or applicant for service because of race, color, religion, age, sex, national origin or physical handicap during the performance of this Agreement and shall comply with the applicable provisions of Exhibit F (Nondiscrimination Compliance Agreement) incorporated herein and made a part of this Agreement. As used in Exhibit F, “Contractor” shall refer to Agent. Agent agrees to submit to Cingular, on Cingular request, a statement that it is in compliance with this Section.

a)

All advertising and promotion by Agent shall (i) be completely factual, (ii) conform to the highest standards of advertising and conform completely with applicable laws. All advertising and marketing materials which Agent desires to use in connection with the Authorized Cingular Services must be submitted to Cingular for written approval prior to their use, whether or not prepared or previously approved by Cingular.

b)

Agent agrees that it will not commence any advertising or promotion pursuant to this Agreement without Cingular’s prior written consent.

c)

Agent shall notify Cingular in writing within five (5) days of the commencement of any material action, suit or proceeding, and of the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality, relating to this Agreement or Agent’s performance on behalf of Cingular, involving Agent, or any business conducted by Agent on behalf of Cingular hereunder.

15.

Assignment

a)

This Agreement is fully assignable by Cingular to any Affiliate and shall inure to the benefit of any assignee or other Successor to the interest of Cingular herein.

b)

Agent acknowledges that Cingular has entered into this Agreement in reliance upon the character, business experience and ability of Agent and its owner(s), officers and managers and that consequently Agent’s rights and obligations under this Agreement shall not be voluntarily, involuntarily, directly or indirectly assigned, or otherwise transferred, whether or not by operation of law, to any other Person without the prior, written approval of Cingular, which will not be unreasonably withheld, but may be subject to such conditions as Cingular deems necessary or appropriate, in the reasonable exercise of Cingular’s discretion. If Agent is an entity, any change in the controlling ownership of Agent, or of any entity directly or indirectly owning an interest in Agent (other than to a Person already part of the ownership of Agent or a family trust for an owner of Agent) shall constitute a transfer subject to the requirements of this Section 15.b). Further, any change in the management, personnel or identity of Agent which, in the judgment of Cingular reasonably exercised, materially impairs Agent’s ability to market the Authorized Cingular Services shall constitute a breach of this Agreement. Any assignment or transfer of this Agreement without the prior, written approval of Cingular, as provided herein, shall constitute a breach hereof, subject to termination of this Agreement, and such purported assignment or transfer shall be null, void and of no force or effect whatsoever, and shall convey no rights to or interest herein.

c)

In the event of voluntary, involuntary, direct or indirect assignment, conveyance, or other transfer of a controlling interest in the ownership of Agent or any entity directly or indirectly owning an interest in Agent, by operation of law or otherwise (including, without limitation, by transfer of capital stock or partnership or membership interests in, by merger or consolidation, by issuance of additional securities representing an ownership interest in Agent or convertible thereto, by voluntary or involuntary transfer of control to a bankruptcy trustee, court-appointed receiver or assignee for the benefit of

creditors, or in the event of the death of a shareholder, member or partner of Agent, by will in declaration of or transfer in trust or by the laws of intestate succession), Cingular shall have the right, but not the obligation, to terminate this Agreement and upon such termination by Cingular, no rights to or interest herein shall be conveyed to the Successor of Agent, provided however that any such Successor shall succeed to the liabilities of Agent hereunder and the obligations of Agent hereunder with respect to the protection of CPNI and any other information regarding Cingular Subscribers obtained by Agent in connection with this Agreement.

a)

In the event any amount payable by Agent to Cingular is more than thirty (30) days overdue, Cingular may, at its sole option, elect one or more of the following: (i) require Agent to pay its account in full; (ii) apply compensation, commissions, and any other credits or other amounts payable by Cingular to Agent under this Agreement or any other contract or agreement to reduce Agent’s account payable balance. Notwithstanding the forgoing, Cingular will provide Agent 5 business days notice in order that Agent may otherwise pay amounts owed and avoid the set off (iii) require Agent to deposit with Cingular an irrevocable commercial letter of credit, cash or other form of security, in form and content acceptable to Cingular, in its sole discretion, to secure future delays or defaults in payment, such deposit to secure payment of any amounts due under this Agreement or any other agreement between Cingular and Agent; (iv) terminate this Agreement; or (v) require Agent to pay interest charges in the amount of 1.5% per month, or the maximum rate allowed by law, whichever is lower, on the outstanding balance due.

a)

If Agent is in substantial compliance with this Agreement and Cingular materially breaches this Agreement, and if within thirty (30) days after Cingular’s receipt of written notice of such breach, Cingular fails to remedy such material breach, or fails to commence to remedy such breach if such remedy will reasonably take additional time after written notice thereof is delivered to Cingular, Agent may terminate this Agreement effective thirty (30) days after Cingular’s receipt of written notice thereof.

b)

Cingular shall have the right to terminate this Agreement effective upon thirty (30) days written notice if any of the following events occurs:

i)

the FCC Issues an Order or Decision and such Order or Decision materially adversely impacts Cingular’s (or an Affiliate’s or underlying carrier’s) ability to provide WCS or otherwise conduct its business in the Area;

ii)

state and/or federal regulatory approval or contractual rights empowering Cingular or its Affiliate to construct and provide Authorized Cingular Services and/or Equipment in the Area are not granted to either Cingular or an Affiliate, are granted subject to terms and conditions unacceptable to Cingular or an Affiliate, or are granted under such terms and conditions which, in Cingular’s opinion, materially affect the intended purpose of this Agreement;

iii)

the compensation schedule set forth in Exhibit C of this Agreement is determined to be subject to regulatory authorization and such authorization is made subject to terms and conditions unacceptable to Cingular or its Affiliates;

iv)

prior to selling or providing any Authorized Cingular Services to Agent, Cingular decides not to provide such Services in a particular Area set forth in Exhibit A;

v)

if Agent violates the standards published from time to time by Cingular for accessing customer records.

c)

Further, either party shall have the right to terminate this Agreement effective immediately upon delivery of written notice to the other party if such party:

i)

makes an assignment for the benefit of creditors;

ii)

an Order for Relief under Title 11 of the United States Code is entered by any United States Court against such party;

iii)

a trustee or receiver of any substantial part of such party’s assets is appointed by any Court, including but not limited to, by a United State Bankruptcy Court;

iv)

sells all or substantially all of such party’s inventory or assets other than any sale in the ordinary course of business;

v)

Such party (or one or more of its owners and affiliates) has made any misrepresentation or omission in its application to establish an agency relationship hereunder or is arrested for, convicted of or pleads no contest to a felony or other crime or offense that is likely, in the sole discretion of the other party, to adversely affect the reputation of the other party or its affiliated companies or the goodwill of the Marks;

d)

Further, Cingular shall have the right to terminate this Agreement effective immediately upon delivery of written notice to Agent if:

i)

Agent attempts to make an unauthorized assignment or other transfer of this Agreement or any rights, benefits, duties or obligations conferred hereunder;

ii)

Agent receives a notice of violation of the terms or conditions of any license or permit required by Agent or its employee(s) in the conduct of Agent’s business and fails to correct such violation, or to terminate the employment of such employee(s) within the time period specified in such notice, if any or within thirty (30) days after receipt of such notice, whichever first expires;

iii)

Agent fails to comply with any provision of this Agreement, including any applicable tariff relating to Authorized Cingular Services and/or Equipment, and Agent does not correct such failure within five (5) days as to monetary defaults, or within twenty (20) days as to non-monetary defaults, after written notice of such failure to comply is delivered to Agent; or

iv)

Agent’s breach of Section 4.

v)

Agent’s breach of Section 5.k.

a)

return to Cingular all Cingular customer lists, Information (as hereafter defined), advertising and marketing materials, forms, and other materials containing any Mark or otherwise identifying or relating to Authorized Cingular Services business in the Area;

b)

take such action as may be required to cancel all fictitious or assumed name or equivalent registrations relating to any Mark or authorize Cingular, and any officer of Cingular, as Agent’s attorney in fact, to take such actions as may be required to cancel such fictitious or assumed name or equivalent registration, if Agent fails or refuses to do so, and all governmental agencies administering fictitious or assumed name or equivalent registrations may accept and rely upon appropriate documents executed by Cingular or its officer canceling any such registration;

c)

provide Cingular with any CPNI related to Cingular and an updated list of names, addresses and all other relevant information Agent then possesses concerning Subscribers or customers of Authorized Cingular Services; and

a)

In consideration and recognition of (i) Cingular’s grant to Agent of the right to use the Marks and the great value of the goodwill associated with Agent’s ability to use the Marks, which rights and value are not available to distributors generally, (ii) the right of Agent to advertise affiliation with Cingular as an authorized Agent of Cingular, (iii) the value of specialized, technical knowledge of the wireless industry imparted by Cingular to Agent from time to time, and (iv) Agent’s access to Cingular’s confidential

information and trade secret information, including but not limited to Cingular’s customer lists, Agent agrees to be bound by the covenants in this Section 20. Such rights and value shall constitute independent consideration for the covenants in this Section 20.

b)

Agent further agrees that it shall cause any Sub-Agent to comply with the restrictions of this Section 20.

c)

The provision of this Section 20 shall survive the expiration or termination of this Agreement for a period of one year. Notwithstanding the foregoing, the restrictions of this Section 20 shall not apply upon termination of this Agreement by Agent pursuant to Section 18.a).

d)

To the extent that this Section 20 contains or imposes a restriction upon Agent that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but could be enforceable by reducing any or all thereof, Agent and Cingular agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. Cingular and Agent shall mutually agree to a modification of any invalid or unenforceable term or condition hereof to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the Area directly affected by any such ruling.

a)

Cingular and Agent may by written instrument mutually waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice thereof to the other or such other effective date stated in the notice of waiver.

b)

Whenever this Agreement requires the consent of a party, such request shall be in writing. All consents or, withholding of consent with reasons therefor, shall be in writing.

c)

Cingular and Agent shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including, without limitation, the right to demand exact compliance with every term, condition and covenant herein, or to declare any breach hereof to be a default and to terminate this Agreement prior to expiration of its teen), by virtue of any acts, omissions, custom or practice at variance with the terms hereof or any failure, refusal or neglect of Cingular or Agent to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder, including without limitation any rule or procedure, or any waiver, forbearance, delay, failure or omission by Cingular to exercise any right, power or option, whether of the same, similar or different nature, with respect to one or more other WCS authorized agents or other forms of distribution.

a)

The Preamble, Recitals, any Attachments and Exhibits to this Agreement are a part of this Agreement, which constitute the entire agreement of the parties, and there are no other oral or written understandings or agreements between Cingular and Agent relating to the subject matter hereof.

b)

Nothing in this Agreement is intended, nor shall be deemed, to confer any rights or remedies upon any Person or legal entity not a party hereto.

c)

The headings of Sections contained herein are for convenience only and do not define, limit or construe the contents of such Sections.

d)

This Agreement shall be interpreted and governed without regard as to which party hereto drafted the Agreement.

e)

If two or more Persons are at any time an Agent hereunder, whether or not as partners or joint ventures, their obligations and liabilities to Cingular shall be joint and several.

f)

This Agreement may be executed in multiple copies, each of which shall be deemed an original.

a)

Agent shall indemnify and hold harmless Cingular and its Affiliates, and the directors, shareholders, agents and employees of any of them (“Indemnitees”), from and against any fine, penalty, loss, cost, damage, injury, claim, expense, demand, settlement or liability (individually and collectively “Liabilities”), including, but not limited to, Liabilities as a result of:

i)

injury to or death of any Person;

ii)

damage to, loss or destruction of any property;

iii)

contamination of or any adverse impact upon the environment;

iv)

attachments, liens or claims of materialmen or laborers;

v)

failure to comply with federal, state, or local laws or regulations;

vi)

false or misleading advertising;

vii)

infringement of a patent, copyright, trademark, service mark, trade secret, or other legally protected proprietary right;

viii)

unfair business practices;

ix)

any Sub-agent’s performance or failure to perform this Agreement;

x)

Matters arising out of any employment consulting or independent contractor relationship between the Agent and any Sub-Agent; or,

xi)

any Liabilities arising out of Agent’s breach of Section 4.

b)

Upon request of Cingular, Agent shall, at no cost or expense to any Indemnitee, defend and/or settle any claim, proceeding, appellate proceeding, or suit against Indemnitees for Liabilities, whether or not litigation is actually commenced, or the allegations are groundless or contain language that creates the potential for Liabilities, and pay any costs, attorney fees, and any judgment and/or settlement that may be incurred by any Indemnitee, under this section or the enforcement of its rights under this section. Agent shall also (i) keep Cingular and any other Indemnitees subject to such Liabilities fully informed as to the progress of such defense and/or settlement, and (ii) afford Cingular or any Indemnitee, each at its own expense, an opportunity to participate on an equal basis with Agent in the defense or settlement of any such Liabilities.

c)

Cingular agrees to indemnify, defend and hold Agent harmless from any and all Liabilities resulting from the infringement by Cingular of any copyright, trademark, service mark, trade secret or other legally protected proprietary right.

a)

The terms, provisions, representations, and warranties contained in this Agreement that by their sense and context are intended to survive the performance thereof by either or both parties hereunder shall so survive the completion of performance and expiration or termination of this Agreement.

b)

With respect to compensation under Section 8:

i)

CINGULAR’s obligation to pay Agent an Activation Commission for Subscribers that have satisfied the Vesting Period prior to the expiration or termination of this Agreement shall survive;

ii)

CINGULAR’s right to charge-back to Agent and Agent’s obligation to pay CINGULAR in cash the Activation Commission for Subscribers that fail to satisfy the Vesting Period either before or following this Agreement’s expiration or termination, shall survive; and,

c)

Except as otherwise provided above in paragraph b of this Section 30, no other compensation, commission, fee, or other payment as described in Section 8, shall survive.

a)

All payments due Agent by Cingular shall be made to the address designated below, or to such address or bank as Agent from time to time designates in writing.

b)

All notices or other communications hereunder shall be deemed to have been duly given when made in writing and either 1) delivered in person, 2) delivered to an agent, such as an overnight or similar delivery service, or 3) three (3) business days after being deposited in the United States Mail certified or registered mail, postage prepaid, and addressed as follows:

To:

        InPhonic, Inc.

To:

        Cingular Wireless

c)

The address to which notices or communications may be given by either party may be changed by written notice given by such party to the other pursuant to this paragraph entitled “Notices.”

[***]

INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

a)

Any specifications, drawings, sketches, models, samples, data, computer programs or documentation, or technical, customer, financial or business information (“Information”) furnished or disclosed by Cingular to Agent hereunder shall be deemed the exclusive property of Cingular, including title to copyright in all copyrightable material, and, when in tangible form, shall be returned to Cingular upon completion or termination of authorized work. Unless such Information was previously known to Agent free of any obligation to keep it confidential, or has been, or is subsequently made public by Cingular or a third party, it shall be held in confidence by Agent, shall be used only for the purposes hereunder, and may be used for other purposes only upon such terms and conditions as may be mutually agreed upon in writing. In addition, the parties hereby agree that Subscriber lists related to WCS and related Information or data are the exclusive property of Cingular and are to be used by Agent solely in the performance of its obligations and duties as described herein and are to be returned to Cingular upon the expiration or termination of this Agreement.

b)

If Agent is served with pro