FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT


     THIS  FIRST  AMENDMENT  TO  EQUIPMENT LEASE AGREEMENT (this "AMENDMENT") is
made as of August 9, 2002 (the "EFFECTIVE DATE"), by and between InPhonic, Inc.,
a  Delaware  corporation  ("LESSOR"), and Appiant Technologies, Inc., a Delaware
corporation  ("LESSEE").

     WHEREAS,  Lessor  and  Lessee  entered  into  that  certain Equipment Lease
Agreement  dated  July  12,  2002  (the  "ORIGINAL  AGREEMENT"  and the Original
Agreement,  as  amended  by  this  Amendment,  the  "AGREEMENT");  and

     WHEREAS,  Lessor  and  Lessee  desire  to  amend  the Original Agreement in
accordance  with  the  terms  hereof.

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
contained  in  the  Original  Agreement and this Amendment, the parties agree as
follows:

     1.  Definitions.  All  capitalized  terms  used  herein  without definition
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shall  have  the  meanings  ascribed  to  such  terms in the Original Agreement.

     2.  Amendment.  A  new Section 15 is hereby added to the Original Agreement
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as  follows:

     15.  Special Termination.  Lessor and Lessee have entered into that certain
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     Master  Services Agreement dated March 22, 2001, as amended pursuant to the
     that  certain  First Amendment to Master Services Agreement dated August 9,
     2002  (the  "MSA").  Notwithstanding  anything  herein  to  the  contrary,
     immediately  upon  the occurrence of any of the events set forth in Section
     4(a)(iv)(A)(1-6) of the MSA and at any time thereafter, Lessor, at its sole
     discretion,  may terminate this Lease and take possession of the Equipment.
     In  such  event,  Lessee  shall  have  no  obligation  to make further Rent
     Payments  (other  than  amounts  due  and owing for the period prior to the
     termination  of  the  Lease)  and  Lessee shall no longer have the purchase
     option  described  in  Section  2  above.

     3.  No  Modification.  Except  as  set  specifically  amended  hereby,  the
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Original Agreement shall remain in full force and effect.

     4.  Choice  of  Law.  THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS
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OF  DELAWARE.

     5.  Counterparts.  This  Amendment may be executed in one or more duplicate
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originals,  all  of  which together shall be deemed one and the same instrument.
Each  party  shall have the right to rely on facsimile signatures from the other
party.


LESSEE:  APPIANT TECHNOLOGIES INC.           LESSOR:  INPHONIC, INC.
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SIGNATURE  /s/ Douglas S. Zorn               SIGNATURE  /s/ Harold S. Wills
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TITLE  President & CEO     DATE              TITLE          DATE
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