ASSET PURCHASE AGREEMENT

Exhibit 10.1

                            ASSET PURCHASE AGREEMENT


                                     BETWEEN

                                STAR NUMBER, INC.

                                 (the "Vendor")

                                       AND

                            TELEPLUS WIRELESS, CORP.

                                (the "Purchaser")


                                December 29, 2005

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                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of December 29, 2005.

BETWEEN:

      STAR NUMBER, INC., a corporation incorporated under the laws of the State
      of Delaware

      (the "Vendor")

      - and -

      TELEPLUS WIRELESS, CORP., a corporation incorporated under the laws of the
      State of Nevada

      (the "Purchaser")

WHEREAS the Vendor carries sells pre-paid and post-paid wireless
telecommunications services under the name "Liberty Wireless";

AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase
certain of the assets of the Vendor upon and subject to the terms and conditions
hereinafter set forth;

NOW THEREFORE, in consideration of the respective premises, covenants,
agreements, representations, warranties and indemnities of the Parties herein
contained, and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the Parties), the Parties hereby
agree as follows:

                                    ARTICLE 1

                                 INTERPRETATION

1.1 Definitions

In this Agreement, unless something in the subject matter or context is
inconsistent therewith:

"Adjustment Amount" has the meaning set out in Section 3.3.

"Affiliate" means, with respect to any person, any other person that directly or
indirectly controls, is controlled by, or is under common control with that
other person. For the purposes of this definition, a person "controls" another
person if that person directly or indirectly possesses the power to direct or
cause the direction of the management and policies of that other person, whether
through ownership of securities, by contract or otherwise, and "controlled by"
and "under common control with" have similar meanings.

"Agreement" means this agreement, including its recitals and schedules, as
amended from time to time in accordance with the provisions hereof.


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"Applicable Law" means: (i) any applicable domestic or foreign law including any
statute, subordinate legislation or treaty; and (ii) any applicable guideline,
directive, rule, standard, requirement, policy, order, judgment, injunction,
award or decree of a Governmental Authority having the force of law.

"Assumed Contracts" means all of the contracts, agreements, licenses, permits,
consents or approvals which are purchased, assigned, transferred, licensed or
assumed by or to the Purchaser hereunder, as described in Schedule 2.1.

"Assumed Liabilities" has the meaning set out in Section 4.1.

"Audited Financial Statements" has the meaning set out in Section 7.5.

"Business Day" means a day other than a Saturday, Sunday or statutory holiday in
the State of Delaware.

"Capital Assets" means long-term assets, owned for personal or investment
purposes, that are not bought or sold in the normal course of business,
including fixed assets such as land, buildings, equipment, furniture, and
fixtures.

"Claims" means all losses, damages, expenses, liabilities (whether accrued,
actual, contingent, latent or otherwise), claims and demands of whatever nature
or kind including all legal fees and costs on a solicitor and client basis.

"Closing" means the completion of the transaction of purchase and sale
contemplated in this Agreement.

"Closing Balance Sheet" has the meaning set out in Section 7.8.

"Closing Date" means December 29, 2005 or such other date as may be agreed to in
writing between the Parties.

"Code" means the Internal Revenue Code of 1986, as amended, together with the
rules and regulations promulgated thereunder.

"Effective Time" means 11:59 p.m. (EST) on December 31, 2005.

"Encumbrances" means mortgages, liens, pledges, charges, security interests,
restrictions, claims, encumbrances, rights to use or acquire, ownership
interests, actions, or registrations against title of any suits, proceedings,
judgements, awards, assessments and reassessments or demands of any nature
whatsoever.

"Environmental Law" means any Applicable Law relating to the environment
including those pertaining to: (i) reporting, licensing, permitting,
investigating, remediating and cleaning up in connection with any presence or
Release, or the threat of the same, of Hazardous Substances, and (ii) the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, handling and the life of Hazardous Substances, including those
pertaining to occupational health and safety.

"Excluded Assets" has the meaning set out in Section 2.2.

"Financial Statements" has the meaning set out in subsection 6.1(g).

"GAAP" or "generally accepted accounting principles" means, at any time, United
States generally accepted accounting principles.


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"Governmental Authority" means any domestic or foreign legislative, executive,
judicial or administrative body or person having or purporting to have
jurisdiction in the relevant circumstances.

"Hazardous Substance" means any substance or material that is prohibited,
controlled or regulated by any Governmental Authority pursuant to Environmental
Laws including pollutants, contaminants, dangerous goods or substances, toxic or
hazardous substances or materials, wastes (including solid non-hazardous wastes
and subject wastes), petroleum and its derivatives and by products and other
hydrocarbons, all as defined in or pursuant to any Environmental Law.

"Indemnified Party" has the meaning set out in subsection 10.3(a).

"Indemnifying Party" has the meaning set out in subsection 10.3(a).

"Intellectual Property" means intellectual property of whatever nature and kind
including all domestic and foreign trade-marks, business names, trade names,
domain names, trading styles, patents, trade secrets, Software, industrial
designs and copyrights, whether registered or unregistered, and all applications
for registration thereof, and inventions, formulae, recipes, product
formulations, processes and processing methods, technology and techniques,
know-how and manuals.

"Licensed Intellectual Property" means all Intellectual Property not owned by
the Vendor but licensed to Vendor by the owner of such Intellectual Property and
used in connection with the Purchased Assets, including the right to use the
Intellectual Property listed in Schedule 6.1(w).

"Owned Intellectual Property" means all Intellectual Property owned by the
Vendor and belonging to or used in the Purchased Assets, including the
Intellectual Property listed in Schedule 6.1(w).

"Parties" means, collectively, the parties to this Agreement and "Party" means
any one of them;

"Permits" means all permits, consents, waivers, licences, certificates,
approvals, authorizations, registrations, franchises, rights, privileges and
exemptions, or any item with a similar effect, issued or granted by any person.

"Permitted Encumbrances" means (i) Encumbrances for taxes, assessments or
governmental charges or levies on property not yet due and delinquent; (ii)
Encumbrances for taxes, assessments and governmental charges due and being
contested in good faith and diligently by appropriate proceedings (and for the
payment of which adequate provision has been made); (iii) undetermined or
inchoate Encumbrances incidental to current construction and current operations
and statutory Encumbrances of any nature whatsoever claimed or held by any
Governmental Authority that have not at the time been filed or registered
against the title to the assets affected thereby or served upon either Vendor
pursuant to law or that relate to obligations not due or delinquent; (iv)
assignments of insurance provided to landlords (or their mortgagees) pursuant to
the terms of any lease, and rights reserved in any lease for rent or for
compliance with the terms of such lease; and (v) security given in the ordinary
course of the Purchased Assets to any public utility or Governmental Authority
in connection with the Purchased Assets, other than security for borrowed money.

"Pre-Paid Deposits" has the meaning set out in subsection 2.1(d).

"Purchase Price" has the meaning set out in Section 3.1.

"Purchased Assets" has the meaning set out in Section 2.1.


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"Release" means any release or discharge of any Hazardous Substance including
any discharge, spray, injection, inoculation, abandonment, deposit, spillage,
leakage, seepage, pouring, emission, emptying, throwing, dumping, placing,
exhausting, escape, leach, migration, dispersal, dispensing or disposal.

"Software" means all software relating to the Purchased Assets, including all
versions thereof, and all related documentation, manuals, source code and object
code, program files, data files, computer related data, field and data
definitions and relationships, data definition specifications, data models,
program and system logic, interfaces, program modules, routines, sub-routines,
algorithms, program architecture, design concepts, system designs, program
structure, sequence and organization, screen displays and report layouts, and
all other material related to such software.

"Sprint Agreement" means that Private Label PCS Services Agrement dated November
17, 2005 by and between Sprint Spectrum LP and the Vendor.

"Sprint Letter of Credit" means that certain Letter of Credit dated November 10,
2005 by and between Sprint Spectrum LP and Inphonic, Inc.

"Target Number" has the meaning set out in subsection 3.3(c).

"Time of Closing" means 2:00 p.m. (Chicago Time) on the Closing Date or such
other time as the Closing may occur.

"Third Party" has the meaning set out in subsection 10.4(c).

"Third Party Claim" has the meaning set out in Section 10.3(b).

"Vendor's Premises" has the meaning set out in Section 7.5.

1.2 Headings

The division of this Agreement into Articles and Sections and the insertion of a
table of contents and headings are for convenience of reference only and do not
affect the construction or interpretation of this Agreement. The terms "hereof",
"hereunder" and similar expressions refer to this Agreement and not to any
particular Article, Section or other portion hereof. Unless something in the
subject matter or context is inconsistent therewith, references herein to
Articles, Sections and Schedules are to Articles and Sections of and Schedules
to this Agreement.

1.3 Extended Meanings

In this Agreement words importing the singular number only include the plural
and vice versa, words importing any gender include all genders and words
importing persons include individuals, partnerships, associations, trusts,
unincorporated organizations and corporations. The term "including" means
"including without limiting the generality of the foregoing".

1.4 Statutory References

In this Agreement, unless something in the subject matter or context is
inconsistent therewith or unless otherwise herein provided, a reference to any
statute is to that statute as now enacted or as the same may from time to time
be amended, re-enacted or replaced and includes any regulations made thereunder.


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1.5 Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an
action to be taken in accordance with generally accepted accounting principles,
or GAAP, such reference will be deemed to be to the generally accepted
accounting principles from time to time approved by the Financial Accounting
Standards Board, or any successor institute, applicable as at the date on which
such calculation or action is made or taken or required to be made or taken.

1.6 Currency

Unless otherwise indicated, all dollar amounts in this Agreement are expressed
in U.S. funds.

1.7 Schedules

The following are the schedules annexed hereto and incorporated by reference
herein and deemed to be part of this Agreement:

    Schedule 2.1         Purchased Assets

    Schedule 6.1(g)      Financial Statements
    Schedule 6.1(h)      Profit and Loss Statements
    Schedule 6.1(n)      Permitted Encumbrances
    Schedule 6.1(q)      Guarantees, Indemnifications, Sureties or
                         Similar Obligations
    Schedule 6.1(w)      Intellectual Property
    Schedule 6.1(bb)     License and Maintenance Agreements for Third party
                         Software
    Schedule 6.1(dd)     Taxes and Other Matters
    Schedule 6.1(gg)     Notifications, Consents and Approvals
    Schedule 6.2(d)      Waivers to be Obtained by Purchaser

                                    ARTICLE 2

                           PURCHASE AND SALE OF ASSETS

2.1 Assets to be Purchased and Sold

Upon and subject to the terms and conditions hereof, the Vendor agrees to sell,
assign and transfer to the Purchaser and the Purchaser agrees to purchase from
the Vendor, as of and with effect from the Effective Time, all of the right,
title, benefit and interest of the Vendor in and to the assets listed below
(collectively, the "Purchased Assets"):

      (a)   subject to Section 2.3, all right, title and interest of the Vendor
            in, to and under and the full benefit of all the Assumed Contracts,
            as set forth in Schedule 2.1;

      (b)   unfilled orders received by the Vendor in connection with the
            Purchased Assets, as set forth in Schedule 2.1;


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      (c)   forward commitments to the Vendor for supplies or materials entered
            into in the usual and ordinary course of business, including third
            party deposits, whether or not there are any written contracts with
            respect thereto, as set forth in Schedule 2.1;

      (d)   pre-paid deposits paid by customers that the Vendor has collected in
            advance that are still on reserve as of the Effective Time for
            service beyond the Effective Time (the "Pre-Paid Deposits"), as set
            out in Schedule 2.1;

      (e)   accounts receivable for charges invoiced to customers of Vendor, but
            not yet collected that cover service beyond the Effective Time as
            well as all contracts with customers, as set out in Schedule 2.1;

      (f)   the corporate name, domain names, logo and all trade names
            associated with the business related to the Purchased Assets, as
            more particularly set out in Schedule 2.1;

      (g)   the records of sales, customer lists and supplier lists of or used
            in connection with the Purchased Assets, as more particularly set
            out in Schedule 2.1, as well as any related artwork used in
            connection with the business related to the Purchased Assets;

      (h)   the "Executive Dashboard" as well as the market reports, market
            studies, market research and marketing plans in connection with the
            business related to the Purchased Assets, as more particularly set
            out in Schedule 2.1; and

      (i)   the active stock, inactive new stock, recovery stock and salvage
            stock, as set out in Schedule 2.1.

2.2 Excluded Assets

The Purchased Assets shall be limited to the assets set forth in Schedule 2.1
and shall not include any other property or assets of the Vendor (the "Excluded
Assets").

2.3 Assignment of Contracts

Nothing in this Agreement shall be construed as an attempt to assign any Assumed
Contract which, as a matter of law, is not assignable without the consent of the
other party or parties thereto, unless such consent shall have been given, or
any claim or demand thereunder as to which all the remedies for the enforcement
thereof enjoyed by the Vendor would not, as a matter of law, pass to the
Purchaser as an incident of the transfers to be made under this Agreement.
Notwithstanding the foregoing, in order that the full value of any Assumed
Contract may be realized for the benefit of the Purchaser, the Vendor will, at
the request and expense and under the direction of the Purchaser in the name of
the Vendor or otherwise as the Purchaser shall specify, take all such action and
do or cause to be done all such things as shall, in the opinion of the
Purchaser, acting reasonably, be necessary or proper in order that the
obligations of the Vendor thereunder may be performed in such manner that the
value of the rights under the Assumed Contract shall be preserved and shall
enure to the benefit of the Purchaser and that the collection of monies due and
payable to the Purchaser in and under the Assumed Contract shall be received by
the Purchaser and promptly pay over to the Purchaser all monies collected by or
paid to the Vendor in respect of the Assumed Contract. Subject to the foregoing,
the Vendor and the Purchaser shall use all reasonable efforts to obtain all
consents of all requisite parties to the assignment by the Vendor to the
Purchaser of any Assumed Contract which is necessary. The Vendor and the
Purchaser will cooperate with one another in obtaining such consents but, in the
event any party to any Assumed Contract will not agree or consent to the
assignment thereof from the Vendor to the Purchaser, the Vendor, at the request
of the Purchaser, will carry out and comply with the terms and provisions of any
of such Assumed Contract as agent for the Purchaser at the Purchaser's cost and
for the Purchaser's benefit.


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<PAGE>

                                    ARTICLE 3

                                 PURCHASE PRICE

3.1 Purchase Price

The aggregate purchase price payable by the Purchaser to the Vendor for the
Purchased Assets (the "Purchase Price") shall be satisfied by the Purchaser
paying the Vendor the amount of US$1,900,000 as follows:

      (a)   US$1,400,000 in cash on the Closing Date; and

      (b)   US$500,000 to be paid to the Vendor in four (4) equal successive
            quarterly cash instalments of US$125,000 each, subject to adjustment
            in accordance with Section 3.3, the first such instalment payable 90
            days from the Closing Date, which payment obligation shall be
            evidenced by a promissory note secured by liens on the Purchased
            Assets, in form and substance satisfactory to the Parties.

3.2 Allocation of Purchase Price

The Vendor and the Purchaser agree to allocate the Purchase Price among the
Purchased Assets in accordance with their fair market values as may be mutually
agreed, which may include the values set forth on the Closing Balance Sheet, as
well as to provide for a reasonable allocation to the assignment of the Sprint
Agreement, the customer lists and any other items as determined by the Purchaser
and, as to the remaining balance, to allocate it to goodwill.

3.3 Adjustment to Purchase Price

The parties agree that:

      (a)   the aggregate amount of all Pre-Paid Deposits received prior to the
            Effective Time for services with respect to the Purchased Assets
            that have not been provided as of the Effective Time shall be
            deducted from the Purchase Price and be subtracted from the amount
            payable by the Purchaser on the Closing Date.

      (b)   the number of Customers (as defined in this subsection) to be
            acquired by the Purchaser in connection with the acquisition of the
            Purchased Assets shall not be less than 22,000 Customers (the
            "Target Number"). "Customers" is defined for purposes of this
            subsection as active customers in respect of the Purchased Assets at
            the Time of Closing that are (A) with respect to pre-paid customers
            either: (i) less than fifteen (15) days in arrears in payments due
            to the Vendor at the Time of Closing; or (ii) are more than fifteen
            (15) days in arrears but the outstanding balance owing from such
            Customer is less than 50% of the total monthly account of such
            Customer or (B) with respect to post-paid customers either: (i) less
            than thirty (30) days in arrears in payments due to the Vendor at
            the Time of Closing; or (ii) are more than thirty (30) days in
            arrears but the outstanding balance owing from such Customer is less
            than 50% of the total monthly account of such Customer. In the event
            the number of Customers acquired at the Effective Time is less than
            the Target Number, the Purchase Price shall be reduced by US$95 per
            Customer short of the Target Number.


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3.4 Accounts Receivable

The Parties agree that accounts receivable received by the Purchaser within 60
days of the Effective Time for services with respect to the Purchased Assets
provided prior to the Effective Time shall be for and on behalf of the Vendor
and shall be remitted promptly thereto. All such amounts received more than 60
days after the Effective Time shall belong to the Purchaser.

3.5 Sales and Transfer Taxes

The Purchaser shall be liable for and shall pay all federal, state and
provincial sales taxes (including any retail sales taxes) and all other taxes or
other like charges of any jurisdiction properly payable in connection with the
transfer of the Purchased Assets by the Vendor to the Purchaser.

                                    ARTICLE 4

                            ASSUMPTION OF LIABILITIES

4.1 No Liabilities

Except as otherwise set out in this Agreement, the Purchaser shall not assume,
shall have no obligation or responsibility with respect to, and shall be
indemnified and saved harmless, by the Vendor, of, from and against, any
liabilities or obligations, contingent or otherwise, of the Vendor related to
any liabilities or obligations of the Vendor arising prior to the Effective
Time.

4.2 Bulk Sales

The Parties waive compliance with any bulk sales laws of any jurisdiction
applicable in respect of the transaction of purchase and sale contemplated by
this Agreement. The Vendor shall indemnify and hold harmless the Purchaser from
any liabilities, including any costs or expenses of the Purchaser relating
thereto arising due to the failure of the Parties to comply with applicable bulk
sales laws in respect of the purchase and sale of the Purchased Assets.

4.3 Sales Taxes

Subject to Section 3.5 and Article 10, the Vendor shall indemnify and hold
harmless the Purchaser from any liabilities, including any costs or expenses of
the Purchaser relating thereto, arising due to the failure of the Vendor to pay
all requisite taxes payable prior to Closing under the laws of any jurisdictions
in which the business related to the Purchased Assets is carried on or in which
any of the Purchased Assets are located.

                                    ARTICLE 5

                                    EMPLOYEES

5.1 Employee Liability


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Nothing in this Agreement shall be construed so as to transfer any of the
employees of the Vendor to the Purchaser, so as to transfer any of the
obligations and liabilities of the Vendor with respect to said employees to the
Purchaser or so as to obligate the Purchaser to employ after the Time of Closing
any employee of the Vendor. The Vendor shall indemnify and hold harmless the
Purchaser from any liabilities, including any costs or expenses of the Purchaser
relating thereto, regarding said employees.

                                    ARTICLE 6

                         REPRESENTATIONS AND WARRANTIES

6.1 Vendor's Representations and Warranties

The Vendor represents and warrants to the Purchaser that as of the date hereof
and as of the Effective Time, except as set forth in Schedule 6.1:

Corporate

      (a)   The Vendor is a corporation duly incorporated, organized and
            subsisting under the laws of the State of Delaware with the
            corporate power to own its assets and to carry on its business and
            has made all necessary filings under all applicable corporate,
            securities and taxation laws or any other laws to which the Vendor
            is subject.

      (b)   The Vendor has the power, authority and right to enter into and
            deliver this Agreement and to transfer the legal and beneficial
            title and ownership of the Purchased Assets to the Purchaser free
            and clear of all liens, charges, encumbrances and any other rights
            of others.

      (c)   This Agreement has been duly authorized by all necessary corporate
            action and delivered and constitutes a valid and legally binding
            obligation of the Vendor, enforceable against the Vendor in
            accordance with its terms subject to applicable bankruptcy,
            insolvency, reorganization and other laws of general application
            limiting the enforcement of creditors' rights generally and to the
            fact that specific performance is an equitable remedy available only
            in the discretion of the court.

      (d)   There is no contract, option or any other right of another binding
            upon or which at any time in the future may become binding upon the
            Vendor to sell, transfer, assign, pledge, charge, mortgage or in any
            other way dispose of or encumber any of the Purchased Assets other
            than pursuant to the provisions of this Agreement or pursuant to
            purchase orders accepted by the Vendor in the usual and ordinary
            course of the Purchased Assets.

      (e)   Neither the entering into nor the delivery of this Agreement nor the
            completion of the transactions contemplated hereby by the Vendor
            will result in the violation of: (i) any of the provisions of the
            organizational documents or by-laws of the Vendor; (ii) any material
            agreement or other instrument to which the Vendor is a party or by
            which the Vendor is bound; or (iii) any Applicable Law.

Financial

      (f)   The books and records of the Vendor relating to the Purchased Assets
            are true and correct and all material financial transactions of the
            Vendor relating to the Purchased Assets have been accurately
            recorded in such books and records and, to the extent possible, such
            books and records have been prepared in accordance with generally
            accepted accounting principles consistently applied.


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      (g)   The audited financial statements of InPhonic, Inc., the parent
            company of the Vendor (the "Parent"), for the fiscal year ended
            December 31, 2004, and the unaudited financial statements for the
            Parent for the three (3) quarters ended September 30, 2005 of the
            fiscal year 2005 (the "Financial Statements"), a copy of each of
            which is attached hereto as Schedule 6.1(g): (i) are in accordance
            with the books and accounts of the Parent as at the date thereof;
            (ii) are true and correct and present fairly the financial position
            of the Parent as at the date thereof; (iii) have been prepared in
            accordance with generally accepted accounting principles
            consistently applied, and (iv) present fairly all of the assets and
            liabilities of the Parent as at the date thereof including all
            contingent liabilities of the Parent as at the date thereof.

      (h)   The unaudited and unreviewed profit and loss statements for the
            Vendor's business carried out under the name "Liberty" for 2003,
            2004 and for 2005 (up until the end of November), a copy of each of
            which is attached hereto as Schedule 6.1(h): (i) are true and
            correct and present fairly the revenues, cost of goods sold,
            operating expenses and earnings for the business carried out under
            the name "Liberty" and (ii) have been prepared in accordance with
            generally accepted accounting principles consistently applied.

      (i)   Since the date of the Financial Statements, the Vendor has carried
            on its business in its usual and ordinary course and the Vendor has
            not entered into any transaction out of the usual and ordinary
            course with respect to the Purchased Assets. Since the date of the
            Financial Statements there has been no change in the affairs,
            business, prospects, operations or condition of the Purchased
            Assets, financial or otherwise, whether arising as a result of any
            legislative or regulatory change, revocation of any licence or right
            to do business, fire, explosion, accident, casualty, labour dispute,
            flood, drought, riot, storm, condemnation, act of God, public force
            or otherwise, except changes occurring in the usual and ordinary
            course of business that have not materially and adversely affected
            the affairs, business, prospects, operations or condition of the
            Purchased Assets, financial or otherwise.

      (j)   No current or former director, officer, shareholder or employee of
            the Vendor or any person not dealing at arm's length (within the
            meaning of the Code) with any such person or with the Vendor is
            indebted to the Vendor.

Purchased Assets

      (k)   All the records of sales, customer lists and supplier lists of or
            used in connection with the business related to the Purchased Assets
            are true and complete and have been disclosed to the Purchaser by
            the Vendor and Schedule 2.1 makes complete reference thereto.

      (l)   All the market reports, market studies, market research and
            marketing plans used in connection with the business related to the
            Purchased Assets are true and complete and have been disclosed to
            the Purchaser by the Vendor and Schedule 2.1 makes complete
            reference thereto.


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      (m)   The Vendor is the owner of the Purchased Assets with good title to
            all the other Purchased Assets, free and clear of all liens,
            charges, encumbrances and any other rights of others other than
            Permitted Encumbrances.

      (n)   There are no Permitted Encumbrances on the Purchased Assets and no
            facts of which the Vendor is aware which could give rise to
            Permitted Encumbrances, except as disclosed in Schedule 2.1.

Contracts and Commitments

      (o)   The Vendor is not a party to any contract or commitment relating to
            the Purchased Assets outside the usual and ordinary course of its
            business and is not a party to any contract or commitment relating
            to the Purchased Assets extending for a period of time longer than
            12 months or involving expenditures by the Vendor in the aggregate
            in excess of US$25,000.

      (p)   The Vendor is not in material default or breach of any contract or
            commitment relating to the Purchased Assets and there exists no
            condition, event or act that, with the giving of notice or lapse of
            time or both, would constitute such a material default or breach,
            and all such contracts and commitments are in good standing and in
            full force and effect without amendment thereto and the Vendor is
            entitled to all benefits thereunder.

      (q)   Except as set out in Schedule 6.1(q), the Vendor is not a party to
            or bound by any guarantee, indemnification, surety or similar
            obligation pertaining to the Purchased Assets.

      (r)   The Vendor does not have any subsidiaries or any agreements, options
            or commitments to acquire any securities of any corporation or to
            acquire or lease any real property or assets to be used in or in
            connection with the Purchased Assets.

      (s)   There are no material outstanding orders, notices or similar
            requirements relating to the business related to the Purchased
            Assets or to the Purchased Assets issued by any Governmental
            Authority and there are no matters under discussion with any
            Governmental Authority relating to material orders, notices or
            similar requirements.

Intellectual Property

      (t)   The Vendor has the exclusive right to use the Owned Intellectual
            Property and has not granted licenses to others to use the Owned
            Intellectual Property.

      (u)   The Vendor has the right to use and sublicense the Licensed
            Intellectual Property.

      (v)   The Owned Intellectual Property is in good standing and has been
            duly registered or applications to register the same have been filed
            in all appropriate offices to preserve the rights therein and of the
            Vendor thereto.

      (w)   The Intellectual Property listed on Schedule 6.1(w) includes all of
            the Intellectual Property used in or required for the proper
            carrying on of the Purchased Assets, including the Owned
            Intellectual Property and the Licensed Intellectual Property, and
            where such Intellectual Property has been registered or applications
            to register have been made, the particulars are set forth in
            Schedule 6.1(w).


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      (x)   The Vendor is not a party to any contract or commitment to pay any
            royalty, licence or other fee with respect to the use of the Owned
            Intellectual Property or the Licensed Intellectual Property except
            as set out in Schedule 6.1(w).

      (y)   No consents are required in order for the Licensed Intellectual
            Property to be licensed or sub-licensed to any third party or for
            the Owned Intellectual Property to be sold to the Purchaser under
            this Agreement.

      (z)   To the Vendor's knowledge, neither the conduct of the Purchased
            Assets nor the sale of the Purchased Assets under this Agreement
            involves any infringement, misuse or misappropriation of any
            Intellectual Property rights of third parties.

      (aa)  The Owned Intellectual Property and the Licensed Intellectual
            Property are not invalid or unenforceable. To the Vendor's
            knowledge, no infringement, misuse or misappropriation of the Owned
            Intellectual Property has occurred.

      (bb)  Copies of all licence and maintenance agreements for third party
            software programs have been made available by the Vendor to the
            Purchaser (a list of which appears in Schedule 6.1(bb), except in
            respect of programs that are shrinkwrapped software and that are
            purchased off-the-shelf by the Vendor.

Environmental

      (cc)  The Vendor has not been convicted of an offence or been subjected to
            any judgment, injunction or other proceeding or been fined or
            otherwise sentenced for non-compliance with any Environmental Laws,
            and it has not settled any prosecution or other proceeding short of
            conviction in connection therewith, in relation to the Purchased
            Assets.

Taxes and other Matter

      (dd)  Except as set forth on Schedule 6.1(dd):

            (1) Vendor has duly and timely filed all required tax returns and
            has paid all taxes required to be paid by it on or prior to the
            Closing, and such tax returns correctly reflected the facts
            regarding the income, business, operations and any other required
            information. There are no agreements, waivers or other arrangements
            providing for an extension of time with respect to the filing of any
            tax returns or payment of any taxes; there are no investigations,
            examinations, reassessments, claims, actions, suits or proceedings
            threatened or pending against Vendor in respect of any taxes, nor
            are there any matters under discussion with any federal, provincial,
            state or local government or taxing authority, relating to any taxes
            imposed, levied or assessed by any such government or authority.

            (2) Vendor has withheld from payments made to employees, directors,
            officers or shareholders all amounts which it is required to
            withhold or deduct by law and has duly remitted such amounts within
            the time and in the manner required by law.

            (3) Vendor has filed all necessary tax returns in the states in
            which it has conducted business.


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            (4) Vendor is not a party to nor has any obligations under any
            tax-sharing, tax indemnity or tax allocation agreement or
            arrangement. Vendor has no liability for the taxes of any person
            (other than Vendor) under Section 1.1502-6 of the treasury
            regulations under the Code (or any similar provisions of state,
            local or foreign law) as the transferee or successor, by contract or
            otherwise.

            (5) There are no liens for taxes (other than for current taxes not
            yet due and payable) upon any of Vendor's assets.

            (6) As used herein, "tax or taxes" means all taxes (including
            estimated taxes), assessments, reassessments, charges, levies and
            all other imposts, together with all interest, penalties and fines
            thereon or additions thereto, of whatever kind or nature, including
            without limitation, income, sales, employment (including social
            security and unemployment) and franchise, imposed, levied or
            assessed by any federal, state, provincial or local government or
            taxing authority, and including any transferee or secondary
            liability in respect of any tax (whether imposed by law, contractual
            agreement or otherwise); and "tax returns" means all federal, state
            or local tax reports, returns, declarations of estimated tax or
            other information required to be filed with respect to Vendor, its
            income, properties and business.

General

      (ee)  There are no actions, suits or proceedings (whether or not
            purportedly on behalf of the Vendor): (i) pending or threatened
            against or adversely affecting, or which could materially adversely
            affect, the Purchased Assets or the Purchased Assets; or (ii) before
            or by any Governmental Authority.

      (ff)  The Vendor is using the Purchased Assets in material compliance with
            all Applicable Laws in all jurisdictions in which the business
            related to the Purchased Assets is carried on, is not in breach of
            any such Applicable Laws and is duly licensed, registered or
            qualified in all jurisdictions in which the Vendor carries on the
            business related to the Purchased Assets to enable the business
            related to the Purchased Assets to be carried on as now conducted
            and its assets to be owned, leased and operated, and all such
            licences, registrations and qualifications are valid and subsisting
            and in good standing and none of the same contains any term,
            provision, condition or limitation which has or may have a material
            adverse effect on the operation of the Purchased Assets or which may
            be affected by the completion of the transactions contemplated
            hereby.

      (gg)  The Vendor has, and requires, no licences, permits, approvals,
            registrations, consents or other authorizations to own and operate
            the business related to the Purchased Assets as now conducted, and
            Purchaser is not required to obtain any licenses, permits,
            approvals, registrations, consents or other authorizations to enable
            the Purchaser to own and operate the business related to the
            Purchased Assets as now conducted after the Closing, except as set
            forth in Schedule 6.1(gg).

      (hh)  There is no requirement for the Vendor to make any filing with, give
            any notice to or to obtain any licence, permit, certificate,
            registration, authorization, consent or approval of, and
            Governmental Authority as a condition to the lawful consummation of
            the transactions contemplated by this Agreement, except for any
            filings, notifications, licenses, permits, certificates,
            registrations, consents and approval described in Schedule 6.1(hh).
            There is no requirement under any Assumed Contract to give any
            notice to, or to obtain the consent or approval of, any party to
            such Assumed Contract relating to the consummation of the
            transactions contemplated by this Agreement, except for the
            notifications, consents and approvals described in Schedule 6.1(hh).


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<PAGE>

      (ii)  To the Vendor's knowledge, all information that the Vendor has
            provided to the Purchaser relating to the Purchased Assets is true
            and correct in all material respects. No representation or warranty
            or other statement made by the Vendor in this Agreement or any
            schedule or exhibit delivered pursuant to this Agreement contains
            any untrue statement of a material fact or omits to state a material
            fact necessary to make any of them, in light o