Exhibit 10.15


                                 FIRST AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                           LOAN AND SECUTITY AGREEMENT

This First Amendment to the Second Amended and Restated Loan and Security
Agreement (the "Amendment") is entered into as of July 2, 2002, by and between
COMERICA BANK - CALIFORNIA ("Bank") and INPHONIC, INC. and SIMIPC ACQUISITION
CORP. ("Borrower").

                                    RECITALS

          Borrower and Bank are parties to that certain Second Amended and
Restated Loan and Security Agreement dated as of March 1, 2002, (as amended from
time to time, together with any related agreements, the "Agreement").
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness." The parties desire to amend the Agreement in accordance with
the terms of this Amendment. This Amendment shall be effective as of March 31,
2002.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

I.        Incorporation by Reference. The Recitals and the documents referred to
          therein are incorporated herein by their reference. Except as
          otherwise noted, the terms not defined herein shall have the meaning
          set forth in the Agreement.

II.       Amendment to the Agreement. Subject to the satisfaction of the
          conditions precedent as set forth in Article III hereof, the Agreement
          is hereby amended as set forth below.

          A.      Section 6.2(b) of the Agreement is hereby extended from "June
                  30, 2002" to "July 31, 2002."

          B.      Section 6.7(a) of the Agreement is hereby deleted in its
                  entirety and replaced with the following financial covenant:

                  Minimum Cash. At all times the Borrower is required to
                  maintain unrestricted cash balances in the Bank equal to at
                  least 2 times its outstandings (including non-cash secured
                  Letters of Credit) under Bank facilities.

          C.      Section 6.7(b) of the Agreement is hereby deleted in its
                  entirety.


III.      Legal Effect.

          A.      The Agreement is hereby amended wherever necessary to reflect
                  the changes described above.

          B.      Borrower agrees that it has no defenses against the
                  obligations to pay any amounts under the Indebtedness.

          C.      Borrower understands and agrees that in modifying the existing
                  Indebtedness, Bank is relying upon Borrower's representations,
                  warranties, and agreements, as set forth in the Agreement.
                  Except as expressly modified pursuant to this Amendment, the
                  terms of the Agreement remain unchanged, and in full force and
                  effect. Bank's agreement to modifications to the existing
                  indebtedness pursuant to this Amendment in no way shall
                  obligate Bank to make any future modifications to the
                  Indebtedness. Nothing in this Amendment shall constitute a
                  satisfaction of the Indebtedness. It is the intention of Bank
                  and Borrower to retain as liable parties, all makers

AMENDMENT
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                  and endorsers of Agreement, unless the party is expressly
                  released by Bank in writing. No maker, endorser, or guarantor
                  will be released by virtue of this Amendment. The terms of
                  this paragraph apply not only to this Amendment, but also to
                  all subsequent loan modification requests.

          D.      This Amendment may be executed in two or more counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one instrument.

          E.      This is an integrated Amendment and supersedes all prior
                  negotiations and agreements regarding the subject matter
                  hereof. All modifications hereto must be in writing and signed
                  by the parties.

IV.       Conditions Precedent. Except as specifically set forth in this
          Amendment, all of the terms and conditions of the Agreement remain in
          full force and effect. The effectiveness of this Agreement is
          conditioned upon receipt by Bank of this Amendment, and any other
          documents which Bank may require to carry out the terms hereof,
          including but not limited to the following:

          A.      This Amendment, duly executed by Borrower;

          B.      A legal fee from the Borrower in the amount of $250; and

          C.      Such other documents, and completion of such other matters, as
                  Bank may reasonably deem necessary or appropriate.


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.

                                         INPHONIC, INC.



                                         By: /s/ David A. Steinberg
                                             _____________________________

                                         Title:___________________________

                                         SIMIPC ACQUISITION CORP.

                                         By: /s/ David A. Steinberg
                                             _____________________________

                                         Title:___________________________

                                         COMMERICA BANK - CALIFORNIA

                                         By: /s/ Bradley Steel
                                             _____________________________

                                         Title:___________________________

AMENDMENT
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