BILL OF SALE
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     THIS BILL OF SALE (this "BILL OF SALE"), dated as of July 12, 2002, is made
by  Appiant  Technologies,  Inc.,  a Delaware corporation ("SELLER") in favor of
InPhonic,  Inc.,  a  Delaware  corporation  ("BUYER").

     WHEREAS,  Seller  and  Buyer  are  parties  to  that certain Asset Purchase
Agreement  dated  as  of  July  12,  2002  (the  "PURCHASE  AGREEMENT");

     WHEREAS,  pursuant  to  the Purchase Agreement, Seller is this day selling,
transferring,  assigning,  conveying and delivering to Buyer the Acquired Assets
(as defined in the Purchase Agreement) free and clear of all security interests,
liens,  claims,  encumbrances  or  restrictions;  and

     WHEREAS,  by  this  Bill of Sale, Seller desires to sell, transfer, assign,
convey  and deliver to Buyer the Acquired Assets, free and clear of all security
interests,  liens,  claims,  encumbrances  or  restrictions.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain,
sell,  transfer,  assign,  convey  and deliver unto Buyer all of Seller's right,
title and interest in and to all of the Acquired Assets, to have and to hold all
of  such  Acquired Assets unto Buyer, its successors and assigns, to and for its
or  their  use  forever.

     It  is  expressly  understood  that  this  instrument is intended solely to
restate, and not in any manner to amend, modify, enlarge or limit any warranties
or  agreements  contained  in the Purchase Agreement, and each of the covenants,
agreements,  representations  and  warranties  and  indemnities contained in the
Purchase Agreement with respect to the Acquired Assets is hereby incorporated by
reference  as  if  set  forth  herein  in  full.

     This  Bill  of  Sale  is  subject to all of the terms and conditions of the
Purchase  Agreement.  In  the  event  of  any  conflict  between  the  terms and
conditions  of  this  Bill  of Sale and the terms and conditions of the Purchase
Agreement,  the  terms  and  conditions of the Purchase Agreement shall control.

     This Bill of Sale shall be governed by and construed in accordance with the
laws  of the State of Delaware, without regard to the principles of conflicts of
law  thereof.

     All capitalized terms used without definition herein shall have the meaning
specified  in  the  Purchase  Agreement.

     IN  WITNESS  WHEREOF, Seller has duly executed this Bill of Sale on the day
and  year  first  above  written.


                                  APPIANT TECHNOLOGIES, INC.


                                  By:    /s/  Douglas  S.  Zorn
                                      ------------------------------------
                                  Name:  Doug  Zorn
                                  Title: President