Exhibit 10.6

                                 INPHONIC, INC.
             SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

         This Series D Convertible Preferred Stock Purchase Agreement (the
"Agreement") is entered into as of August 7, 2001, by and among InPhonic, Inc.,
a Delaware corporation (the "Company"), Sterling Communications, Inc., a
Maryland corporation ("Sterling") and a wholly-owned subsidiary of the Company,
and each of those persons and entities, severally and not jointly, whose names
are set forth on the Schedule of Purchasers attached hereto as Exhibit A-I,
Exhibit A-II and Exhibit A-III (together, "Exhibit A") (which persons and
entities are hereinafter collectively referred to as "Purchasers" and each
individually as a "Purchaser").

                                    Recitals

         Whereas, the Company has authorized the sale and issuance of an
aggregate of 9,089,329 shares (the "Shares") of its Series D Convertible
Preferred Stock, par value $0.01 per share (the "Series D Stock"); and

         Whereas, the Company desires to sell and issue the Shares to the
Purchasers, on the terms and conditions set forth herein, and the Purchasers
desire to purchase the Shares, on the terms and conditions set forth herein.

         Now, Therefore, in consideration of the foregoing recitals and the
mutual promises, representations, warranties, and covenants hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1. Agreement To Sell And Purchase.

            1.1 Authorization of Shares. On or prior to the First Closing (as
defined in Section 2 below), the Company shall have authorized (a) the sale and
issuance to the Purchasers of the Shares, and (b) the issuance of such shares of
Common Stock to be issued upon conversion of the Shares and the Warrant Shares
(as defined in Section 2.6(b) below) (together, the "Conversion Shares"). The
Shares and the Conversion Shares shall have the rights, preferences, privileges
and restrictions set forth in the Fourth Amended and Restated Certificate of
Incorporation, in the form attached hereto as Exhibit B (the "Certificate of
Incorporation").

            1.2 Sale and Purchase. Subject to the terms and conditions hereof,
the Company hereby agrees to issue and sell to each Purchaser, severally and not
jointly, and each Purchaser agrees to purchase from the Company, severally and
not jointly, the number of Shares set forth opposite such Purchaser's name on
Exhibit A-I, Exhibit A-II or Exhibit A-III, as applicable, at a purchase price
of $1.650286766 per share (the "Series D Price").

            1.3 Covenant to Issue Additional Warrant if No Qualifying Closing.

            (a) For purposes hereof:

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                (i)   A "Qualifying Closing" shall mean the Closing (as defined
below) at which the gross proceeds to the Company from the sale of Shares plus
the gross proceeds to the Company from the sale of Shares at any prior
Closing(s) equal or exceed $8,000,000.

                (ii)  "Bridge Loan Agreement" shall mean that certain Bridge
Loan Agreement, dated as of July 17, 2001, by and among the Company and certain
of the Purchasers (the "Bridge Loan Purchasers").

            (b) In the event that a Qualifying Closing does not occur on or
prior to the expiration of one hundred eighty (180) days after the First Closing
Date (as defined in Section 2.2 below), the Company shall issue to the Bridge
Loan Purchasers warrants to purchase shares of Series D Stock at an exercise
price of $0.01 per share (collectively, the "Additional Warrants"). In such
case, each Bridge Loan Purchaser will be issued an Additional Warrant
(substantially in the form of the Warrant attached hereto as Exhibit C) to
purchase such number of shares (the "Additional Warrant Shares") of Series D
Stock that is equivalent to: (x) the quotient obtained by dividing (1) the
number of Shares issued to such Bridge Loan Purchaser pursuant to Section 1.2 of
this Agreement multiplied by the Series D Price by (2) $1.015561087 minus (y)
the number of Shares issued to such Bridge Loan Purchaser pursuant to Sections
1.2 of this Agreement. The Additional Warrant Shares shall have the same rights
and preferences as the Shares and shall be delivered to the Bridge Loan
Purchasers within five (5) business days following the expiration of the
foregoing one hundred eighty (180) day period.

            1.4 Covenant to Issue Additional Warrants Based on Revenue
Shortfall.

            (a) For purposes hereof:

                (i)   "First Anniversary Revenue Period" shall mean the
twelve-month period ended on the first anniversary of the Closing Date (the
"First Anniversary Date")

                (ii)  "Net Realized Revenues" for a Revenue Period shall equal
(i) with respect to any payments from carriers and any payments for the shipment
of telephone handsets, the gross amount of payments received by the Company
during such Revenue Period and the ninety (90)-day period following such Revenue
Period (such fifteen (15) month period, the "Collection Period") for products
and services invoiced and shipped or otherwise provided during such Revenue
Period less any valid returns and credits provided by the Company during such
Collection Period relating to payments from carriers and payments for the
shipment of telephone handsets and (ii) for all other revenue sources, the gross
fees received by the Company during the Collection Period for all products and
services invoiced and shipped or otherwise provided during such Revenue Period
less credits provided to customers with respect to any products or services that
were invoiced and shipped or otherwise provided during such Revenue Period and
returned to the Company by customers during the related Collection Period.

                (iii) "Revenue Periods" shall mean the First Anniversary Revenue
Period and the Year End Revenue Period.

                (iv)  "Year End Revenue Period" shall mean the twelve months
ended December 31, 2001.

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            (b) Within one hundred twenty (120) days following the end of each
Revenue Period, the Company shall deliver to each Purchaser a statement of the
Net Realized Revenues for such Revenue Period (each, a "Revenue Statement").
Each Revenue Statement shall set forth the Net Realized Revenues for the Revenue
Period in such detail as shall be mutually agreed upon by the Company and the
Purchasers. The Purchasers may cause an independent accounting firm to review
the Revenue Statements, and the Purchasers and the Purchasers' accounting firm
shall have access to the books and records of the Company and any work papers
prepared by the Company in the preparation of the Revenue Statements. The
Purchasers shall have the right to object, by written notice to the Company, to
any item on, or any other matter relating to, a Revenue Statement. If the
Purchasers do not give the Company such notice within thirty (30) days after
receipt of a Revenue Statement, the Purchasers shall be deemed to have accepted
the Revenue Statement. If the Purchasers do so object, and if the Company and
the Purchasers are unable, within thirty (30) days after receipt by the Company
of the Purchasers' notice of objection, to resolve any disputes regarding the
Revenue Statement, such disputes shall be referred to a nationally recognized
independent accounting firm mutually agreed upon by the Company and the
Purchasers, or, if no such agreement can be reached, then each of the Company
and the Purchasers shall appoint one independent accounting firm, which
accounting firms shall pick a third independent accounting firm to which such
disputes shall be referred. The accounting firm to which such dispute is
referred shall, within thirty (30) days after such disputes have been referred
to it, deliver to the Company and the Purchasers a written report resolving such
disputed matters, and its determination shall be conclusive and binding upon the
Company and the Purchasers. In the event that any dispute regarding a Revenue
Statement is referred to an independent accounting firm or firms, the cost
thereof shall be divided equally between the Company and the Purchasers.

            (c) In the event that the Company's Net Realized Revenues (as
finally determined pursuant to paragraph (b) above) fail to equal or exceed
$35,000,000 in each of the Year End Revenue Period and the First Anniversary
Revenue Period (a "Revenue Shortfall"), the Company shall issue to the
Purchasers warrants to purchase shares of Series D Stock at an exercise price of
$0.01 per share (collectively, the "Shortfall Warrants"). In such case, each
Purchaser will be issued a Shortfall Warrant (substantially in the form of the
Warrant attached hereto as Exhibit C) to purchase such number of shares (the
"Shortfall Warrant Shares") of Series D Stock that is equivalent to: (x) the
quotient obtained by dividing (1) the number of Shares issued to such Purchaser
pursuant to Section 1.2 of this Agreement multiplied by the Series D Price by
(2) $1.015561087 minus (y) the number of Shares issued to such Purchaser
pursuant to Sections 1.2 of this Agreement. The Shortfall Warrant Shares shall
have the same rights and preferences as the Shares and shall be delivered to the
Purchasers together with the Revenue Statement for the First Anniversary Revenue
Period if the Company and the Purchasers agree that there has been a Revenue
Shortfall or, if there is a dispute regarding the Net Realized Revenues, upon a
final determination (in accordance with paragraph (b) above) that a Revenue
Shortfall occurred. Notwithstanding the foregoing, the Company's obligation to
issue such Shortfall Warrants shall terminate if, prior to the First Anniversary
Date, the Company (i) enters into a definitive agreement for a revenue producing
strategic business-to-business or business-to-enterprise transaction with AOL
Time Warner, Inc. or one of its affiliated organizations, (ii) sells, in a
single transaction or in a series of related transactions, to a person, business
entity, or group of persons or business entities shares of the Company's Common
Stock or other equity securities of the Company convertible into or exercisable
for Common Stock for an aggregate

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consideration valued at $7,500,000 or more at a per share purchase price of at
least $2.151 or (iii) closes a firm commitment underwritten public offering
pursuant to a registration statement filed under the Securities Act of 1933, as
amended (the "Securities Act"), covering the offer and sale of Common Stock for
the account of the Company in which (A) the public offering price is at least
$4.13985537 per share (subject to adjustment in the event of a stock dividend,
stock split, combination, or other similar recapitalization affecting the
capital stock of the Company, together an "Adjustment") and (B) the aggregate
net proceeds (after deduction of underwriter's discounts and commissions) to the
Company are at least $20,000,000. For the avoidance of doubt, if the Company's
Net Realized Revenues (as finally determined pursuant to paragraph (b) above)
equal or exceed $35,000,000 for either the Year End Revenue Period or the First
Anniversary Revenue Period, then the Company shall not be obligated to issue any
Shortfall Warrants to the Purchasers and the Purchasers shall not be entitled to
any such Shortfall Warrants.

         2. Closings.

            2.1 Closings. The sale and purchase of the Shares under this
Agreement shall take place at two or more closings (each of which is referred to
in the Agreement as a "Closing").

            2.2 First Closing. The first Closing (the "First Closing") shall be
held at the offices of Shaw Pittman LLP, 1650 Tysons Boulevard, 14/th/ Floor,
McLean, Virginia 22102 at 10:00 a.m. Eastern Time on August 7, 2001 (the "First
Closing Date"). At the First Closing, the Company shall deliver to each
Purchaser listed on Exhibit A-I (a "First Closing Purchaser") such number of
Shares to be purchased by such First Closing Purchaser at the First Closing as
set forth on Exhibit A-I opposite each First Closing Purchaser's name by
delivery to each First Closing Purchaser of a certificate representing the
number of Shares to be purchased at the First Closing by such First Closing
Purchaser, against payment of the purchase price therefor by check, wire
transfer made payable to the order of the Company, cancellation of indebtedness
or any combination of the foregoing. If at the First Closing any of the
applicable conditions specified in Section 5.1 shall not have been fulfilled,
each First Closing Purchaser shall, at its election, be relieved of all of its
obligations under this Agreement without thereby waiving any other rights it may
have by reason of such failure or such non-fulfillment.

            2.3 Second Closing.

            (a) The second Closing (the "Second Closing") shall be held at the
offices of Shaw Pittman LLP, 1650 Tysons Boulevard, 14/th/ Floor, McLean,
Virginia 22102 at 10:00 a.m. Eastern Time on August 31, 2001 or as soon
thereafter as practicable following the satisfaction or waiver of all of the
conditions to the Second Closing set forth in Section 5.2 and Section 5.3, as
applicable, of this Agreement and in any event no later than sixty (60) days
after the First Closing Date (which time, date and place are referred to herein
as the "Second Closing Date"). At the Second Closing, the Company shall deliver
to each Purchaser listed on Exhibit A-II (a "Second Closing Purchaser") such
number of Shares to be purchased by such Second Closing Purchaser at the Second
Closing as set forth on Exhibit A-II opposite each Second Closing Purchaser's
name by delivery to each Second Closing Purchaser of a certificate representing
the number of Shares to be purchased at the Second Closing by such Second
Closing Purchaser,

                                       -4-



against payment of the purchase price therefor by check, wire transfer made
payable to the order of the Company, cancellation of indebtedness or any
combination of the foregoing. If at the Second Closing any of the applicable
conditions specified in Section 5.2 or Section 5.3, as applicable, shall not
have been fulfilled, each Second Closing Purchaser shall, at its election, be
relieved of all of its obligations under this Agreement in respect of the Second
Closing without thereby waiving any other rights it may have by reason of such
failure or such non-fulfillment; provided, however, that a Second Closing
Purchaser shall not be relieved of its obligations under this Agreement in
respect of the Second Closing if the condition specified in Section 5.2(a) would
not be fulfilled (but all of the other conditions specified in Sections 5.2 and
5.3 have been fulfilled) by the fact of such Second Closing Purchaser's failure
to participate in the Second Closing.

            (b) At the Second Closing, the Company may sell to such purchasers
(the "Additional Second Closing Purchasers") as may be approved by the holders
of at least sixty percent (60%) of the Shares purchased at the First Closing,
such number of additional shares of Series D Stock as is equal to the difference
between (x) 9,089,329 and (y) the number of shares of Series D Stock sold at the
First Closing and the number of Shares to be purchased at the Second Closing by
the Second Closing Purchasers; provided, however, that the Company shall not be
required to obtain approval of any holder or holders of Shares purchased at the
First Closing with respect to any Additional Second Closing Purchaser to the
extent that the fact of such Additional Second Closing Purchaser's participation
in the Second Closing would have the result of the Second Closing being the
Qualifying Closing. At the Second Closing, (i) each Additional Second Closing
Purchaser (if any) shall execute and deliver a counterpart signature page
hereto, whereupon such Additional Second Closing Purchaser shall become a
"Purchaser" hereunder and the shares of Series D Stock purchased by such
Additional Second Closing Purchaser shall be deemed to be "Shares" for purposes
of this Agreement, and (ii) the Company shall cause Exhibit A-II to be amended
to reflect the purchases made by the Additional Second Closing Purchasers.

            2.4 Subsequent Closing(s). Subject to the provisions hereof, the
Company may sell additional shares of Series D Stock, at any time prior to
thirty (30) days after the Second Closing, in one or more closings (each, a
"Subsequent Closing"), to such purchasers ("Subsequent Purchasers") as may be
approved by the holders of at least sixty percent (60%) of the Shares purchased
at the First Closing. The maximum number of additional shares of Series D Stock
that may be sold by the Company at each Subsequent Closing shall equal the
difference between (x) 9,089,329 and (y) the number of Shares sold at the First
Closing, the Second Closing and any prior Subsequent Closing(s). Each Subsequent
Closing shall take place on such date or dates as shall be approved by the
Company's Board of Directors (the "Board of Directors"). All such sales made at
each Subsequent Closing shall be made on the terms and conditions set forth in
this Agreement. At each Subsequent Closing, each Subsequent Purchaser shall
execute and deliver a counterpart signature page hereto, whereupon such
Subsequent Purchaser shall become a "Purchaser" hereunder and the shares of
Series D Stock purchased by such Subsequent Purchaser shall be deemed to be
"Shares" for purposes of this Agreement. Promptly following each Subsequent
Closing, the Company shall deliver to each Purchaser written notice of such
Subsequent Closing (which notice shall specify the names of the Subsequent
Purchasers and the number of Shares purchased) and shall cause this Agreement to

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be amended to complete Exhibit A-III to reflect the purchases made by the
Subsequent Purchasers.

          2.5  Terms of Sale of Shares. Without the prior written consent of the
holders of at least sixty percent (60%) of the Shares purchased at the First
Closing, the Company shall not sell any Shares to any Second Closing Purchaser,
Additional Second Closing Purchaser or any Subsequent Closing Purchaser on terms
different, in any respect whatsoever, from the terms on which the First Closing
Purchasers purchase their Shares, nor shall any fee or other remuneration be
paid or any equity or other interest (other than the Shares so purchased by such
purchasers) be provided to any Second Closing Purchaser, Additional Second
Closing Purchaser or any Subsequent Closing Purchaser in connection with its
investment in Shares. In the event that the requisite holders of Shares
purchased at the First Closing approve the sale of Shares to a Second Closing
Purchaser, Additional Second Closing Purchaser or a Subsequent Closing Purchaser
that provides for one or more terms different from the terms on which the First
Closing Purchasers purchase their Shares, the First Closing Purchasers and any
other then holders of Shares shall have the right to elect to have the same
terms apply to their investment.

          2.6  Bridge Loan Warrants; Bridge Loan Agreement.

          (a)  For purposes hereof, "Bridge Loan Warrants" shall mean those
certain Preferred Stock Purchase Warrants issued to the Bridge Loan Purchasers
pursuant to the Bridge Loan Agreement.

          (b)  In the event that the Qualifying Closing occurs on or prior to
the expiration of one hundred twenty (120) days after the First Closing Date,
then in accordance with the terms of the Bridge Loan Warrants, each Bridge Loan
Warrant shall be exercisable for such number of shares of Series D Stock (the
"Bridge Loan Shares" and collectively with the Additional Warrant Shares and the
Shortfall Warrant Shares, the "Warrant Shares")) as is equal to the quotient
obtained by dividing: (i)(A) the entire individual Commitment Amount (as defined
in the Bridge Loan Agreement) committed by the holder of the Bridge Loan Warrant
multiplied by (B) forty percent (40%) by (ii) the Series D Price.

          (c)  In the event that a Qualifying Closing occurs on or prior to the
expiration of one hundred eighty (180) days after the First Closing Date, but
does not occur on or prior to the expiration of one hundred twenty (120) days
after the First Closing Date, then in accordance with the terms of the Bridge
Loan Warrants, each Bridge Loan Warrant shall be exercisable for such number of
Bridge Loan Shares as is equal to the quotient obtained by dividing: (i)(A) the
entire individual Commitment Amount (as defined in the Bridge Loan Agreement)
committed by the holder of the Bridge Loan Warrant multiplied by (B) fifty
percent (50%) by (ii) the Series D Price.

          (d)  In the event that a Qualifying Closing does not occur on or prior
to the expiration of one hundred eighty (180) days after the First Closing Date,
then in accordance with the terms of the Bridge Loan Warrants, each Bridge Loan
Warrant shall be exercisable for such number of Bridge Loan Shares as is equal
to the quotient obtained by dividing: (i)(A) the entire individual Commitment
Amount (as defined in the Bridge Loan Agreement) committed by the holder of the
Bridge Loan Warrant multiplied by (B) fifty percent (50%) by (ii) the quotient
of

                                       -6-



(A) $40,000,000 divided by (B) the number of shares of Common Stock of the
Company issued and outstanding, on a fully-diluted, as-if-converted basis
(treating all outstanding warrants, options or other rights convertible or
exchangeable for shares of Common Stock of the Company as converted or
exercised) immediately prior to the exercise of the Bridge Loan Warrant.

          (e)  Contemporaneously with the consummation of the First Closing, the
Bridge Loan Agreement and the rights and obligations of the parties thereto
shall terminate and be of no further force or effect; provided, however, that
such termination shall have no effect on the Bridge Loan Warrants, which shall
survive such termination and any termination of this Agreement.

     3.   Representations and Warranties of the Company. For purposes of this
Section 3, all references to the Company shall include Sterling (other than
Sections 3.1, 3.3, 3.5, 3.16, 3.17, 3.21, 3.22, and 3.23). Except as set forth
on a Schedule of Exceptions delivered by the Company to the Purchasers at each
Closing specifically identifying the relevant Section hereof, the Company hereby
represents and warrants to each such Purchaser as of the date of each Closing as
follows (such representations and warranties do not lessen or obviate the
representations and warranties of each of the Purchasers set forth in this
Agreement):

          3.1  Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. The Company has all requisite corporate power and
authority to own and operate its properties and assets, to execute and deliver
this Agreement, the Amended and Restated Investor Rights Agreement in the form
attached hereto as Exhibit D (the "Investor Rights Agreement"), the Amended and
Restated Right of First Refusal and Co-Sale Agreement in the form attached
hereto as Exhibit E (the "Co-Sale Agreement"), and the Amended and Restated
Voting Agreement in the form attached hereto as Exhibit F (the "Voting
Agreement") (collectively, the "Related Agreements"), and all other agreements
required to be executed by the Company on or prior to the Closing, to issue and
sell the Shares and the Conversion Shares, and to carry out the provisions of
this Agreement, the Related Agreements and the Certificate of Incorporation and
to carry on its business as presently conducted and as presently proposed to be
conducted. The Company is duly qualified and is authorized to do business and is
in good standing as a foreign corporation in all jurisdictions in which the
nature of its activities and of its properties (both owned and leased) makes
such qualification necessary, except for those jurisdictions in which failure to
do so would not have a material adverse effect on the business, assets,
liabilities, financial condition, prospects or operations of the Company (a
"Material Adverse Effect").

          3.2  Subsidiaries. The Company does not own or control any equity
security or other interest of any other corporation, limited partnership or
other business entity. The Company is not a participant in any joint venture,
partnership or similar arrangement.

          3.3  Capitalization; Voting Rights.

               (a)  Immediately prior to the First Closing, the authorized
capital stock of the Company will consist of: (i) 60,000,000 shares of Common
Stock, par value $0.01 per share, 19,862,289 shares of which are issued and
outstanding and 6,193,596 shares of which are reserved for future issuance to
employees pursuant to the Company's 1999 Stock Incentive Plan

                                       -7-



and (ii) 25,741,868 shares of Preferred Stock, (A) 668,782 of which have been
designated as Series A Preferred Stock, par value $0.01 per share, all of which
is issued and outstanding, (B) 2,282,684 of which have been designated as Series
B Preferred Stock, par value $0.01 per share, all of which are issued and
outstanding, (C) 7,273,762 of which have been designated as Series C Preferred
Stock, par value $0.01 per share, 6,576,246 of which are issued and outstanding
and (D) 16,000,000 of which have been designated as Series D Preferred Stock,
par value $0.01 per share, none of which are issued and outstanding.

               (b)  Immediately prior to the Second Closing, and assuming that
since the First Closing (x) the Company has not issued any additional capital
stock and (y) no outstanding options or warrants to purchase capital stock of
the Company are exercised, the authorized capital stock of the Company will
consist of: (i) 60,000,000 shares of Common Stock, par value $0.01 per share,
19,862,289 shares of which are issued and outstanding and 6,193,596 shares of
which are reserved for future issuance to employees pursuant to the Company's
1999 Stock Incentive Plan and (ii) 25,741,868 shares of Preferred Stock, (A)
668,782 of which have been designated as Series A Preferred Stock, par value
$0.01 per share, all of which is issued and outstanding, (B) 2,282,684 of which
have been designated as Series B Preferred Stock, par value $0.01 per share, all
of which are issued and outstanding, (C) 7,273,762 of which have been designated
as Series C Preferred Stock, par value $0.01 per share, 6,576,246 of which are
issued and outstanding and (D) 16,000,000 of which have been designated as
Series D Preferred Stock, par value $0.01 per share, 9,089,329 of which are
issued and outstanding.

               (c)  All issued and outstanding shares of the Company's Common
Stock and Preferred Stock (a) have been duly authorized and validly issued to
the persons listed on Exhibit G hereto, (b) are fully paid and nonassessable,
and (c) were issued in compliance with all applicable state and federal laws
concerning the issuance of securities.

               (d)  The rights, preferences, privileges and restrictions of the
Shares are as stated in the Certificate of Incorporation. The Series C Stock and
Series D Stock are initially convertible into Common Stock on a one-for-one
basis subject to Adjustment. The Series A and Series B Stock are convertible
into Common Stock on a two-for-one basis subject to Adjustment. The Conversion
Shares have been duly and validly reserved for issuance. Other than as set forth
in Section 3.3, there are no outstanding options, warrants, rights (including
registration, conversion or preemptive rights and rights of first refusal),
proxy or shareholder agreements, or agreements of any kind for the purchase or
acquisition from the Company of any of its securities. Of the shares of Common
Stock reserved for issuance under the Company's 1999 Stock Incentive Plan, (i)
options to purchase 5,193,596 shares have been granted and are currently
outstanding, and (ii) 1,000,000 shares of Common Stock remain available for
issuance to officers, directors, employees and consultants pursuant to such 1999
Stock Incentive Plan. When issued in compliance with the provisions of this
Agreement, the Certificate of Incorporation, and the Notes, as the case may be,
the Shares and the Conversion Shares will be validly issued, fully paid and
nonassessable, and will be free of any liens or encumbrances; provided, however,
that the Shares and the Conversion Shares may be subject to restrictions on
transfer under state and/or federal securities laws as set forth herein or as
otherwise required by such laws at the time a transfer is proposed and pursuant
to any agreements entered into in connection with this Agreement.

                                       -8-



               (e)  No stock plan, stock purchase, stock option or other
agreement or understanding between the Company and any holder of any equity
securities or rights to purchase equity securities provides for acceleration or
other changes in the vesting provisions or other terms of such agreement or
understanding as the result of any merger, consolidated sale of stock or assets,
change in control or any other transaction(s) by the Company.

          3.4  Authorization; Binding Obligations. All corporate action on the
part of the Company, its officers, directors and shareholders necessary for the
authorization of this Agreement and the Related Agreements, the performance of
all obligations of the Company hereunder and thereunder at the Closing and the
authorization, sale, issuance and delivery of the Shares pursuant hereto, the
issuance of the Conversion Shares pursuant to the Certificate of Incorporation
has been taken or will be taken prior to the Closing. The Agreement and the
Related Agreements, when executed and delivered, will be valid and binding
obligations of the Company enforceable in accordance with their terms, except
(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws of general application affecting enforcement of creditors' rights,
(b) general principles of equity that restrict the availability of equitable
remedies, and (c) to the extent that the enforceability of the indemnification
provisions in Section 2.9 of the Investor Rights Agreement may be limited by
applicable laws. The sale and issuance of the Shares, and the subsequent
conversion of the Shares into Conversion Shares are not and will not be subject
to any preemptive rights or rights of first refusal that have not been properly
waived or complied with.

          3.5  Financial Statements. The Company has made available to each
Purchaser (a) its unaudited balance sheet at December 31, 2000 (the "Statement
Date") and its unaudited consolidated statement of income and cash flows for the
twelve month period ending on the Statement Date (the "Year End Financial
Statements") and (b) its unaudited balance sheet, and unaudited consolidated
statement of income and cash flows for each of the three (3) month period ending
on March 31, 2001 and the six (6) month period ending on June 30, 2001 (the
"Interim Financial Statements" and together with the Year End Financial
Statements, the "Financial Statements"). The Year End Financial Statements,
together with the notes thereto, are complete and correct in all material
respects, have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated,
except as disclosed therein, and present fairly the financial condition of the
Company as of the Statement Date and the operating results of the Company during
the period indicated therein. The Interim Financial Statements are complete and
correct in all material respects and present fairly the financial condition of
the Company as of the balance sheet date and the operating results of the
Company during the period indicated therein, subject to normal recurring year
end audit adjustments and do not contain all footnotes required under generally
accepted accounting principles.

          3.6  Liabilities. The Company has no material liabilities and, to the
best of its knowledge, knows of no material contingent liabilities not disclosed
in the Financial Statements, except current liabilities incurred in the ordinary
course of business subsequent to the Statement Date which have not been, either
in any individual case or in the aggregate, materially adverse.

          3.7  Agreements; Action.

                                       -9-



               (a)  There are no material agreements, understandings or proposed
transactions between the Company and any of its officers, directors,
shareholders or employees, or any "affiliate" or "associate" of such (as such
terms are defined in the rules and regulations promulgated under the Securities
Act affiliates or any affiliate thereof.

               (b)  There are no material agreements, understandings or proposed
transactions between the Company, it affiliates, or to the Company's knowledge,
any directors or any affiliate thereof and any company or other entity doing
business with the Company or is in the same or similar business of the Company.

               (c)  There are no agreements (other than partnership contracts),
understandings, instruments, contracts, proposed transactions, judgments,
orders, writs or decrees to which the Company is a party or to its knowledge by
which it is bound which may involve (i) obligations (contingent or otherwise)
of, or payments to, the Company in excess of $50,000 (other than obligations of,
or payments to, the Company arising from agreements entered into in the ordinary
course of business), or (ii) the transfer or license of any patent, copyright,
trade secret or other proprietary right to or from the Company (other than
licenses arising from the purchase of "off the shelf" or other standard products
or in connection with agreements entered into in the ordinary course of
business), or (iii) provisions restricting the development, manufacture or
distribution of the Company's products or services (other than provisions
contained within agreements entered into in the ordinary course of business), or
(iv) indemnification by the Company with respect to infringements of proprietary
rights (other than indemnification obligations arising from agreements entered
into in the ordinary course of business).

               (d)  The Company has not (i) declared or paid any dividends, or
authorized or made any distribution upon or with respect to any class or series
of its capital stock, (ii) incurred any indebtedness for money borrowed or any
other liabilities (other than with respect to dividend obligations,
distributions, indebtedness and other obligations incurred in the ordinary
course of business or as disclosed in the Financial Statements) individually in
excess of $50,000 or, in the case of indebtedness and/or liabilities
individually less than $50,000 or in excess of $125,000 in the aggregate, (iii)
made any loans or advances to any person, other than ordinary advances for
travel expenses, (iv) sold, exchanged or otherwise disposed of any of its assets
or rights, other than the sale of its inventory in the ordinary course of
business, (v) acquired the business or shares of another party, or (vi) entered
into any distributor, sales representative or similar agreements.

               (e)  For the purposes of subsections (c) and (d) above, all
indebtedness, liabilities, agreements, understandings, instruments, contracts
and proposed transactions involving the same person or entity (including persons
or entities the Company has reason to believe are affiliated therewith) shall be
aggregated for the purpose of meeting the individual minimum dollar amounts of
such subsections.

               (f)  The Company has not engaged in the past three (3) months in
any discussion (i) with any representative of any corporation or corporations
regarding the consolidation or merger of the Company with or into any such
corporation or corporations, (ii) with any corporation, partnership, association
or other business entity or any individual

                                      -10-



regarding the sale, conveyance or disposition of all or substantially all of the
assets of the Company, or a transaction or series of related transactions in
which more than fifty percent (50%) of the voting power of the Company is
disposed of, or (iii) regarding any other form of acquisition, liquidation,
dissolution or winding up, of the Company.

       3.8    Obligations to Related Parties.  There are no obligations of the
Company to officers, directors, shareholders, or employees of the Company other
than (a) for payment of salary for services rendered, (b) reimbursement for
reasonable expenses incurred on behalf of the Company and (c) for other standard
employee benefits made generally available to all employees (including stock
option agreements outstanding under any stock option plan approved by the Board
of Directors of the Company). None of the officers, directors or shareholders of
the Company, or any members of their immediate families, are indebted to the
Company or have any direct or indirect ownership interest in any firm or
corporation with which the Company is affiliated or with which the Company has a
business relationship, or any firm or corporation which competes with the
Company, except that officers, directors and/or shareholders of the Company may
own stock in publicly traded companies which may compete with the Company. No
officer, director or shareholder, or any member of their immediate families, is,
directly or indirectly, interested in any material contract with the Company
(other than such contracts as relate to any such person's ownership of capital
stock or other securities of the Company). Except as may be disclosed in the
Financial Statements, the Company is not a guarantor or indemnitor of any
indebtedness of any other person, firm or corporation.

       3.9    Changes.  Since the Statement Date, there has not been:

              (a)  Any change in the assets, liabilities, financial condition or
operations of the Company from that reflected in the Financial Statements, other
than changes in the ordinary course of business, none of which individually or
in the aggregate has had or is expected to have a Material Adverse Effect on
such assets, liabilities, financial condition, operations or prospects of the
Company;

              (b)  Any resignation or termination of any officer or key employee
of the Company; and the Company, to the best of its knowledge, does not know of
the impending resignation or termination of employment of any such officer or
key employee;

              (c)  Any material change, except in the ordinary course of
business, in the contingent obligations of the Company by way of guaranty,
endorsement, indemnity, warranty or otherwise;

              (d)  Any damage, destruction or loss, whether or not covered by
insurance, that has had or would reasonably be expected to have a Material
Adverse Effect;

              (e)  Any waiver by the Company of a valuable right or of a
material debt owed to it;

              (f)  Any direct or indirect loans made by the Company to any
shareholder, employee, officer or director of the Company, other than advances
made in the ordinary course of business;


                                       -11-



              (g)  Any material change in any compensation arrangement or
agreement with any employee, officer, director or shareholder;

              (h)  Any declaration or payment of any dividend or other
distribution of the assets of the Company;

              (i)  Any labor organization activity;

              (j)  Any debt, obligation or liability incurred, assumed or
guaranteed by the Company, except those for immaterial amounts and for current
liabilities incurred in the ordinary course of business;

              (k)  Any sale, assignment or transfer of any patents, trademarks,
copyrights, trade secrets or other intangible assets;

              (l)  Any change in any material agreement to which the Company is
a party or by which it is bound which has had or would reasonably be expected to
have a Material Adverse Effect;

              (m)  Any other event or condition of any character that, either
individually or cumulatively, has had or would reasonably be expected to have a
Material Adverse Effect; or

              (n)  Any arrangement or commitment by the Company to do any of the
acts described in subsection (a) through (m) above.

       3.10   Title to Properties and Assets; Liens, Etc.  The Company has good
and marketable title to its properties and assets, including the properties and
assets reflected in the most recent balance sheet included in the Financial
Statements, and good title to its leasehold estates, in each case subject to no
mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those
resulting from taxes which have not yet become delinquent, (b) minor liens and
encumbrances which do not materially detract from the value of the property
subject thereto or materially impair the operations of the Company, and (c)
those that have otherwise arisen in the ordinary course of business. All
facilities, machinery, equipment, fixtures, vehicles and other properties owned,
leased or used by the Company are in good operating condition and repair and are
reasonably fit and usable for the purposes for which they are being used. The
Company is in compliance with all material terms of each lease to which it is a
party or is otherwise bound.

       3.11   Patents and Trademarks.

              (a)  The Company owns or possesses sufficient legal rights to all
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for
its business as now conducted and as presently proposed to be conducted, without
any known infringement of the rights of others. There are no outstanding
options, licenses or agreements of any kind relating to the foregoing, nor is
the Company bound by or a party to any options, licenses or agreements of any
kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information and other proprietary rights
and processes of any other person or entity other than


                                       -12-



such licenses or agreements arising from the purchase of "off the shelf" or
standard products, and those arising in the ordinary course of business.

              (b)  The Company is not aware of any allegations that the Company
has violated or, by conducting its business as presently proposed, would violate
any of the patents, trademarks, service marks, trade names, copyrights or trade
secrets or other proprietary rights of any other person or entity.

              (c)  The Company is not aware that any of its employees is
obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement, or subject to any judgment, decree or order of
any court or administrative agency, that would interfere with their duties to
the Company or that would conflict with the Company's business as presently
proposed to be conducted. Neither the execution nor delivery of this Agreement
or the Related Agreements, nor the carrying on of the Company's business by the
employees of the Company, nor the conduct of the Company's business as presently
proposed, will, to the Company's knowledge, conflict with or result in a breach
of the terms, conditions or provisions of, or constitute a default under, any
contract, covenant or instrument under which any employee is now obligated. The
Company does not believe it is or will be necessary to utilize any inventions,
trade secrets or proprietary information of any of its employees made prior to
their employment by the Company, except for inventions, trade secrets or
proprietary information that have been assigned to the Company.

              (d)  The Company is not aware of any claims by any other person or
entity contesting the validity, enforceability, use or ownership of any of the
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for
its business as now conducted and as presently proposed to be conducted. The
Company is not aware of any infringement or misappropriation by any other person
or entity with respect to any of the patents, trademarks, service marks, trade
names, copyrights, trade secrets, licenses, information and other proprietary
rights and processes necessary for its business as now conducted and as
presently proposed to be conducted.

       3.12   Compliance with Other Instruments.

              (a)  The Company is not in violation or default of any term of its
Certificate of Incorporation or Bylaws, or of any material term of any mortgage,
indenture, contract, agreement, instrument or contract to which it is party or
by which it is bound or of any judgment, decree, order, or writ. The execution,
delivery, and performance of and compliance with this Agreement, and the Related
Agreements, and the issuance and sale of the Shares pursuant hereto and the
Conversion Shares pursuant to the Certificate of Incorporation, will not, with
or without the passage of time or giving of notice, result in any such material
violation, or be in conflict with or constitute a default under any such
material term, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of the Company or the
suspension, revocation, impairment, forfeiture or nonrenewal of any permit,
license, authorization or approval applicable to the Company, its business or
operations or any of its assets or properties.


                                       -13-



              (b)  The Company has avoided every condition, and has not
performed any act, the occurrence of which would result in the Company's loss of
any right granted under any license, distribution agreement or other agreement
to which the Company is a party if such loss would have a Material Adverse
Effect.

       3.13   Litigation.  There is no action, suit, proceeding or investigation
pending or to the Company's knowledge currently threatened against the Company
or its officers that questions the validity of this Agreement, or the Related
Agreements or the right of the Company to enter into any of such agreements, or
to consummate the transactions contemplated hereby or thereby, or which might
have, either individually or in the aggregate, Material Adverse Effect or result
in a change in the current equity ownership of the Company, nor is the Company
aware that there is any basis for any of the foregoing. The foregoing includes,
without limitation, actions pending or threatened (or any basis therefor known
to the Company) involving the prior employment of any of the Company's
employees, their use in connection with the Company's business of any
information or techniques allegedly proprietary to any of their former
employers, or their obligations under any agreements with prior employers. The
Company is not a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company currently pending or which the Company intends to initiate.

       3.14   Tax Returns and Payments.  The Company has paid all federal,
state, local and foreign taxes (including, without limitation, income, profit,
franchise, sales, use, real property, personal property, ad valorem, excise,
employment, social security and wage withholding taxes) and installments of
estimated taxes, assessments, deficiencies, levies, imports, duties, license
fees, registration fees, withholdings, or other similar charges of every kind,
character or description imposed by any governmental or quasi-governmental
authorities, and any interest, penalties or additions to tax imposed thereon or
in connection therewith (collectively, "Taxes") due as of the Closing Date. The
Company has timely filed or has obtained presently effective extensions with
respect to all Federal, state, county, local and foreign tax returns
(collectively, "Tax Returns") that the Company is required to file. The Tax
Returns are true and correct and all taxes shown thereon to be due have been
timely paid. No penalties or other charges are or will become due with respect
to any such Tax Returns as the result of the late filing thereof. The Company
has either paid or established in the Financial Statements adequate reserves for
the payment of all such Taxes due or claimed to be due by any taxing authority
in connection with any such Tax Returns. None of the Company's federal income
tax returns have been audited by the Internal Revenue Service, and no
controversy with respect to taxes of any type is pending or, to the knowledge of
the Company, threatened. The Company has withheld or collected from each payment
made to its employees the amount of all taxes required to be withheld or
collected therefrom (including, but not limited to, federal income taxes and
Federal Insurance Contribution Act taxes) and has paid all such amounts to the
appropriate taxing authorities when due. The Company's net operating losses for
federal income tax purposes, as set forth in the Financial Statements, are not
subject to any limitations imposed by Section 382 of the Internal Revenue Code
of 1986 as amended (the "Code"), and consummation of the transactions
contemplated by this Agreement of by any other agreement, understanding or
commitment, contingent or otherwise, to which the Company is a party or by which
it is otherwise bound will not have the effect of limiting the Company's ability
to use such net operating losses in full to offset such taxable income.


                                       -14-



       3.15   Employees.  The Company has no collective bargaining agreements
with any of its employees. There is no labor union organizing activity pending
or, to the Company's knowledge, threatened with respect to the Company. The
Company is not delinquent in payments to any of its employees for any wages,
salaries, commissions, bonuses or other direct compensation for any services
performed by them to date or amounts required to be reimbursed to such employees
and upon any termination of the employment of any such employees. Schedule 3.15
sets forth a true, correct and complete list of all employment, severance,
non-competition, deferred compensation and similar arrangements between the
Company and all officers, employees and consultants of the Company and all such
arrangements with former officers, employees and consultants of the Company
pursuant to which the Company is obligated to make any payments or provide any
benefits. To the Company's knowledge, no employee of the Company, nor any
consultant with whom the Company has contracted, is in violation of any term of
any employment contract, proprietary information agreement or any other
agreement relating to the right of any such individual to be employed by, or to
contract with, the Company because of the nature of the business to be conducted
by the Company; and to the Company's knowledge the continued employment by the
Company of its present employees, and the performance of the Company's contracts
with its independent contractors, will not result in any such violation. The
Company has not received any notice alleging that any such violation has
occurred. No employee of the Company has been granted the right to continued
employment by the Company or to any material compensation following termination
of employment with the Company. The Company is not aware that any officer or key
employee, or that any group of key employees, intends to terminate his, her or
their employment with the Company, nor does the Company have a present intention
to terminate the employment of any officer, key employee or group of key
employees.

       3.16   Assignment of Inventions, Non-Disclosure and Non-Competition
Agreements and Market Stand-off Agreements.

       (a)    Each former and current employee, officer and consultant of the
Company has executed an Assignment of Inventions, Non-Disclosure and
Non-Competition Agreement in the form of Exhibit H attached hereto. No current
employee, officer or consultant of the Company has excluded works or inventions
made prior to his or her employment with the Company from his or her assignment
of inventions pursuant to such employee, officer or consultant's Assignment of
Inventions, Non-Disclosure and Non-Competition Agreement.

       (b)    Each key employee of the Company and each holder of options to
purchase equity and debt convertible into equity has executed a market stand-off
agreement.

       3.17   Obligations of Management. Each officer of the Company is
currently devoting one hundred percent (100%) of his or her business time to the
conduct of the business of the Company. The Company is not aware that any
officer or key employee of the Company is planning to work less than full time
at the Company in the future. To the Company's knowledge, no officer or key
employee plans to work for a competing enterprise, whether or not such officer
or key employee is or will be compensated by such enterprise.

       3.18   Registration Rights and Voting Rights.


                                       -15-



             (a)  Except as required pursuant to the Investor Rights Agreement,
the Company is presently not under any obligation, and has not granted any
rights, to register (as defined in Section 1.1 of the Investor Rights Agreement)
any of the Company's presently outstanding securities or any of its securities
that may hereafter be issued.

             (b)  To the Company's knowledge, except as contemplated in the
Voting Agreement, no shareholder of the Company has entered into any agreement
with respect to the voting of equity securities of the Company.

       3.19  Compliance with Laws; Permits.  The Company is not in violation of
any applicable statute, rule, regulation, order or restriction of any domestic
or foreign government or any instrumentality or agency thereof in respect of the
conduct of its business or the ownership of its properties which violation would
have a Material Adverse Effect. No governmental orders, permissions, consents,
approvals or authorizations are required to be obtained and no registrations or
declarations are required to be filed in connection with the execution and
delivery of this Agreement and the issuance of the Shares and the Conversion
Shares, except such as has been duly and validly obtained or filed, or with
respect to any filings that must be made after the Closing as will be filed in a
timely manner. The Company has all franchises, permits, licenses and any similar
authority necessary for the conduct of its business as now being conducted by
it, the lack of which could materially and adversely affect the business,
properties, prospects or financial condition of the Company and believes it can
obtain, without undue burden or expense, any similar authority for the conduct
of its business as planned to be conducted.

       3.20  Environmental and Safety Laws.  To the Company's knowledge, the
Company is not in violation of any applicable statute, law or regulation
relating to the environment or occupational health and safety, and to its
knowledge, no material expenditures are or will be required in order to comply
with any such existing statute, law or regulation. No Hazardous Materials (as
defined below) are used or have been used, stored, or disposed of by the Company
or, to the Company's knowledge, after reasonable investigation, by any other
person or entity on any property owned, leased or used by the Company. For the
purposes of the preceding sentence, "Hazardous Materials" shall mean (a)
materials which are listed or otherwise defined as "hazardous" or "toxic" under
any applicable local, state, federal and/or foreign laws and regulations that
govern the existence and/or remedy of contamination on property, the protection
of the environment from contamination, the control of hazardous wastes, or other
activities involving hazardous substances, including building materials, or (b)
any petroleum products or nuclear materials.

       3.21  Offering Valid.  Assuming the accuracy of the representations and
warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale
and issuance of the Shares and the Conversion Shares will be exempt from the
registration requirements of the Securities Act, and will have been registered
or qualified (or are exempt from registration and qualification) under the
registration, permit or qualification requirements of all applicable state
securities laws. Neither the Company nor any agent on its behalf has solicited
or will solicit any offers to sell or has offered to sell or will offer to sell
all or any part of the Shares to any person or persons so as to bring the sale
of such Shares by the Company within the registration provisions of the
Securities Act or any state securities laws.


                                       -16-



       3.22  Full Disclosure.  The Company has provided the Purchasers with all
information requested by the Purchasers in connection with their decision to
purchase the Shares and to the Company's knowledge, including all information
the Company believes is reasonably necessary to make such investment decision.
Neither this Agreement, the Exhibits hereto, the Related Agreements nor any
other document delivered by the Company to Purchasers or their attorneys or
agents in connection herewith or therewith or with the transactions contemplated
hereby or thereby, contain any untrue statement of a material fact nor, omit to
state a material fact necessary in order to make the statements contained herein
or therein not misleading. To the Company's knowledge, there are no facts which
(individually or in the aggregate) will have a Material Adverse Effect that have
not been set forth in the Agreement, the Exhibits hereto, the Related Agreements
or in other documents delivered to Purchasers or their attorneys or agents in
connection herewith.

       3.23  Minute Books.  The minute books of the Company made available to
the Purchasers contain a complete summary of all formal meetings of the
directors and the shareholders of the Company since the time of incorporation.

       3.24  Real Property Holding Corporation.  The Company is not a real
property holding corporation within the meaning of Section 897(c)(2) of the
Internal Revenue Code of 1986, as amended (the "Code") and any regulations
promulgated thereunder.

       3.25  Insurance.  The Company has general business liability, fire and
casualty insurance policies with coverage customary for companies similarly
situated to the Company.

       3.26  Tax Elections.  The Company has not elected to be treated as an "S"
corporation or a collapsible corporation pursuant to Section 341(f) or Section
1362(a) of the Code, nor has it made any other elections pursuant to the Code
(other than elections which relate solely to matters of accounting, depreciation
or amortization) which would have a material adverse effect on the Company, its
financial condition, its business as presently conducted or its present
properties or material assets.

       3.27  Business Plan.  The Company is engaged primarily in the business of
providing wireless enterprise solutions and Virtual Private Wireless Networks
for major corporations, affinity groups and e-businesses.

       3.28  Criminal History.  To the Company's knowledge, during the past
ten (10) years, no Company director, officer or management member has been
arrested or convicted of any material crime, nor have any of them been bankrupt
or an officer or director of a bankrupt Company.

       3.29  Small Business Concern.  The Company (together with its
"affiliates" as that term is defined in Title 13 of the Code of Federal
Regulations ("C.F.R."), (S) 121.103) is a "small business concern" within the
meaning of the Small Business Investment Act of 1958, and the regulations
thereunder, including (S) 121.802(a) of Title 13 of the C.F.R. The Company
acknowledges that Core Capital Partners, L.P. is a small business investment
company licensed by the Small Business Administration ("SBA") and that it is
relying upon this representation.


                                       -17-



   4. Representations And Warranties Of The Purchasers.  Each Purchaser hereby
represents and warrants to the Company, severally and not jointly, as follows
(such representations and warranties do not lessen or obviate the
representations and warranties of the Company set forth in this Agreement):

       4.1   Requisite Power and Authority.  Purchaser has all necessary power
and authority under all applicable provisions of law to execute and deliver this
Agreement and the Related Agreements and to carry out their provisions. All
action on Purchaser's part required for the lawful execution and delivery of
this Agreement and the Related Agreements have been or will be effectively taken
prior to the Initial Closing or the Subsequent Closing, as applicable. Upon
their execution and delivery, this Agreement and the Related Agreements will be
valid and binding obligations of Purchaser, enforceable in accordance with their
terms, except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors' rights, (b) general principles of equity that restrict
the availability of equitable remedies, and (c) to the extent that the
enforceability of the indemnification provisions of Section 2.9 of the Investor
Rights Agreement may be limited by applicable laws.

       4.2   Investment Representations.  Purchaser understands that neither the
Shares nor the Conversion Shares have been registered under the Securities Act.
Purchaser also understands that the Shares are being offered and sold pursuant
to an exemption from registration contained in the Securities Act based in part
upon Purchaser's representations contained in the Agreement. Purchaser hereby
represents and warrants as follows:

             (a)  Purchaser Bears Economic Risk.  Purchaser has substantial
experience in evaluating and investing in private placement transactions of
securities in companies similar to the Company so that it is capable of
evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. Purchaser must bear the economic risk of
this investment indefinitely unless the Shares or the Conversion Shares are
registered pursuant to the Securities Act, or an exemption from registration is
available. Purchaser understands that the Company has no present intention of
registering the Shares or the Conversion Shares or any shares of its Common
Stock. Purchaser also understands that there is no assurance that any exemption
from registration under the Securities Act will be available and that, even if
available, such exemption may not allow Purchaser to transfer all or any portion
of the Shares or the Conversion Shares under the circumstances, in the amounts
or at the times Purchaser might propose.

             (b)  Acquisition for Own Account.  Purchaser is acquiring the
Shares and the Conversion Shares for Purchaser's own account for investment
only, and not with a view towards their distribution.

             (c)  Purchaser Can Protect Its Interest.  Purchaser represents that
by reason of its, or of its management's, business or financial experience,
Purchaser has the capacity to protect its own interests in connection with the
transactions contemplated in this Agreement, and the Related Agreements.
Further, Purchaser is aware of no publication of any advertisement in connection
with the transactions contemplated in the Agreement.


                                       -18-



             (d)  Accredited Investor.  Purchaser represents that it is an
accredited investor within the meaning of Regulation D under the Securities Act.

             (e)  Company Information.  Purchaser has had an opportunity to
discuss the Company's business, management and financial affairs with directors,
officers and management of the Company and has had the opportunity to review the
Company's operations and facilities. Purchaser has also had the opportunity to
ask questions of and receive answers from, the Company and its management
regarding the terms and conditions of this investment.

             (f)  Rule 144.  Purchaser acknowledges and agrees that the Shares,
and, if issued, the Conversion Shares must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available. Purchaser has been advised or is aware of the
provisions of Rule 144 promulgated under the Securities Act as in effect from
time to time, which permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among
other things: the availability of certain current public information about the
Company, the resale occurring following the required holding period under Rule
144 and the number of shares being sold during any three-month period not
exceeding specified limitations.

             (g)  Residence.  If the Purchaser is an individual, then the
Purchaser resides in the state or province identified in the address of the
Purchaser set forth on Exhibit A; if the Purchaser is a partnership,
corporation, limited liability company or other entity, then the office or
offices of the Purchaser in which its investment decision was made is located at
the address or addresses of the Purchaser set forth on Exhibit A.

       4.3   Transfer Restrictions.  Each Purchaser acknowledges and agrees that
the Shares and, if issued, the Conversion Shares are subject to restrictions on
transfer as set forth in the Investor Rights Agreement.

   5. Conditions To Closing.

       5.1   Conditions to Purchasers' Obligations at the First Closing.  Each
of the First Closing Purchasers' obligations to purchase the Shares at the First
Closing are subject to the satisfaction, at or prior to such date, of the
following conditions:

              (a) Representations and Warranties True; Performance of
Obligations.  The representations and warranties made by the Company in
Section 3 hereof shall be true and correct as of the First Closing Date with the
same force and effect as if they had been made as of such date and the Company
shall have performed all obligations and conditions herein required to be
performed or observed by it on or prior to such date.

             (b)  Consents, Permits, and Waivers.  The Company shall have
obtained any and all consents, permits and waivers necessary or appropriate for
consummation of the transactions contemplated by the Agreement and the Related
Agreements (except for such as may be properly obtained subsequent to the First
Closing).


                                       -19-



             (c)  Filing of Certificate of Incorporation.  The Certificate of
Incorporation shall have been filed with the Secretary of State of the State of
Delaware and shall be in full force and effect as of the First Closing.

             (d)  Corporate Documents.  The Company shall have delivered to
Purchasers or their counsel, copies of all corporate documents of the Company as
Purchasers shall reasonably request.

             (e)  Reservation of Conversion Shares.  The Conversion Shares shall
have been duly authorized and reserved for issuance upon such conversion or
exercise, as the case may be.

             (f)  Compliance Certificate.  The Company shall have delivered to
the Purchasers a Compliance Certificate, executed by the Chief Executive Officer
of the Company, dated the First Closing Date, to the effect that the conditions
specified in subsections (a), (b), (c) and (e) of this Section 5.1 have been
satisfied.

             (g)  Investor Rights Agreement.  The Investor Rights Agreement
shall have been executed and delivered by the parties thereto. The stock
certificates representing the shares subject to the Investor Rights Agreement
shall have been delivered to the Secretary of the Company and shall have had
appropriate legends placed upon them to reflect the restrictions on transfer set
forth in the Investor Rights Agreement.

             (h)  Right of First Refusal and Co-Sale Agreement.  The Co-Sale
Agreement shall have been executed and delivered by the parties thereto. The
stock certificates representing the shares subject to the Co-Sale Agreement
shall have been delivered to the Secretary of the Company and shall have had
appropriate legends placed upon them to reflect the restrictions on transfer set
forth in the Co-Sale Agreement.

             (i)  Voting Agreement.  The Voting Agreement shall have been
executed and delivered by the parties thereto. The stock certificates
representing the shares subject to the Voting Agreement shall have been
delivered to the Secretary of the Company and shall have had appropriate legends
placed upon them to reflect the restrictions on transfer set forth in the Voting
Agreement.

             (j)  Employment Agreements.  The Employment Agreements by and
between the Company and each of David A. Steinberg and Anthony Russo shall be in
full force and effect.

             (k)  Board of Directors.  Upon the First Closing, the authorized
size of the Board of Directors of the Company shall be seven (7) members and the
Board shall consist of: Thomas A. Smith, David A. Steinberg, John Sculley, Ira
Brind, John M. LaPides, Robert S. Adelson and Mark Levine.

             (l)  Legal Opinion.  The First Closing Purchasers shall have
received from legal counsel to the Company an opinion addressed to them, dated
as of the First Closing Date, in substantially the form attached hereto as
Exhibit I.


                                       -20-



           (m)  Proceedings and Documents.  All corporate and other proceedings
in connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be reasonably satisfactory in
substance and form to the Purchasers and their counsel, and the Purchasers and
their counsel shall have received all such counterpart originals or certified or
other copies of such documents as they may reasonably request. Such documents
shall include (but not be limited to) the following:

                     (1)  Certified Charter Documents.  A copy of the Company's
Certificate of Incorporation (certified by the Delaware Secretary of State) and
Bylaws, as amended (and further amended to provide that any two directors or
holders of at least fifty-one percent (51%) of the Common Stock and Preferred
Stock of the Company then outstanding on an as converted basis, voting as a
single class, may call a meeting of the Board of Directors), certified by the
Secretary of the Company as true and correct as of the First Closing.

                     (2)  Secretary's Incumbency Certificate.  A certificate of
the Secretary or an Assistant Secretary or other officer of the Company
certifying the names of the officers of the Company authorized to sign this
Agreement and the other documents, instruments or certificates to be delivered
pursuant to this Agreement by the Company or any of its officers, together with
the true signatures of such officers.

                     (3)  Corporate Actions.  A copy of the resolutions of the
Board of Directors and, if required, the stockholders of the Company evidencing
the approval of this Agreement and the Related Agreements, the election of the
Board of Directors and the other matters contemplated hereby, certified by the
Secretary of the Company to be true, complete and correct.

                     (4)  Good Standing Certificate.  A good standing
certificate issued by the Delaware Secretary of State and any other state where
the Company is qualified to do business dated within fifteen (15) days prior to
the First Closing.

           (n)  Assignment of Inventions, Non-Disclosure and Non-Competition
Agreement.  The Company and each of its former senior management and current
employees, senior management, officers and consultants, shall have entered into
the Assignment of Inventions, Non-Disclosure and Non-Competition Agreement.

           (o)  Due Diligence.  The Purchasers shall have completed, to their
sole satisfaction, their due diligence review of the Company.

           (p)  SBIC Documentation.  The Company shall have completed and
delivered the following forms concerning the status of Core Capital Partners,
L.P. as a Small Business Investment Company; (a) SBA Form 480, Size Status
Declaration; (b) SBA Form 652-D, Assurance of Compliance for Non-Discrimination;
and (c) SBA Form 1031, Portfolio Financing Report.

           (p)  Blue Sky Approvals.  The Company shall have obtained all
necessary Blue Sky Law permits and qualifications, or secured an exemption
therefrom, required by any state for the offer and sale of the Shares to be sold
at the First Closing or at such time thereafter as may be required by applicable
statute.


                                       -21-



       5.2  Conditions to Bridge Loan Purchasers' Obligations at the Second
Closing. The obligation of any Bridge Loan Purchaser to purchase Shares at the
Second Closing is subject to the satisfaction, to the following conditions:

       (a)  Qualifying Closing.  The Second Closing shall be a Qualifying
Closing.

       (b)  Compliance Certificate.  The Company shall have delivered to the
Bridge Loan Purchasers purchasing Shares at the Second Closing a Compliance
Certificate, executed by the Chief Executive Officer of the Company, dated the
Second Closing Date, to the effect that the conditions specified in subsections
(a) and (b) of this Section 5.2 have been satisfied.

       5.3  Additional Conditions to Purchasers' Obligations at the Second
Closing.  In addition to the conditions set forth in Section 5.2 with respect to
the Bridge Loan Purchasers, each of the Second Closing Purchasers' obligations
to purchase Shares at the Second Closing are subject to the satisfaction, at or
prior to the Second Closing Date, of the following conditions:

            (a)  Representations and Warranties True; Performance of
Obligations.  The representations and warranties made by the Company in
Section 3 hereof shall be true and correct as of the Second Closing Date with
the same force and effect as if they had been made as of such date and the
Company shall have performed all obligations and conditions herein required to
be performed or observed by it on or prior to such date; provided, however, the
Company shall be permitted to provide an updated Schedule of Exceptions to the
representations and warranties made by the Company in Section 3 hereof at the
Second Closing.

            (b)  Consents, Permits, and Waivers.  The Company shall have
obtained any and all consents, permits and waivers necessary or appropriate for
consummation of the transactions contemplated by the Agreement and the Related
Agreements (except for such as may be properly obtained subsequent to the Second
Closing).

            (c)  Certificate of Incorporation.  The Certificate of Incorporation
shall continue to be in full force and effect as of the Second Closing.

            (d)  Corporate Documents.  The Company shall have delivered to
Purchasers or their counsel, copies of all corporate documents of the Company as
Purchasers shall reasonably request.

            (e)  Compliance Certificate.  The Company shall have delivered to
the Purchasers a Compliance Certificate, executed by the President of the
Company, dated the Closing, to the effect that the conditions specified in
subsections (a), (b) and (c) of this Section 5.3 have been satisfied.

            (f)  Related Agreements.  The Related Agreements shall be in full
force and effect and each of the Second Closing Purchasers shall have been
executed and delivered to the Company counterpart signature pages thereto.


                                       -22-



            (g)  Employment Agreements.  The Employment Agreements by and
between the Company and each of David A. Steinberg and Anthony Russo shall be in
full force and effect.

            (h)  Legal Opinion.  The Second Closing Purchasers shall have
received from legal counsel to the Company an opinion addressed to them, dated
as of the Second Closing Date, in substantially the form attached hereto as
Exhibit I.

            (i)  Proceedings and Documents.  All corporate and other proceedings
in connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be reasonably satisfactory in
substance and form to the Purchasers and their special counsel, and the
Purchasers and their special counsel shall have received all such counterpart
originals or certified or other copies of such documents as they may reasonably
request. Such documents shall include (but not be limited to) the following:

                      (1)  Certified Charter Documents.  A copy of the Company's
Certificate of Incorporation (certified by the Delaware Secretary of State) and
Bylaws, as amended, certified by the Secretary of the Company as true and
correct as of the Second Closing.

                      (2)  Good Standing Certificate.  A good standing
certificate issued by the Delaware Secretary of State and any other state where
the Company is qualified to do business dated within fifteen (15) days prior to
the Second Closing.

            (j)  Blue Sky Approvals.  The Company shall have obtained all
necessary Blue Sky Law permits and qualifications, or secured an exemption
therefrom, required by any state for the offer and sale of the Shares to be sold
at the Second Closing or at such time thereafter as may be required by
applicable statute.

       5.4  Conditions to Obligations of the Company.  The Company's obligation
to issue and sell the Shares at each Closing to each Purchaser purchasing Shares
at such Closing (a "Participating Purchaser") is subject to the satisfaction, on
or prior to such Closing, of the following conditions:

            (a)  Payment. Each Participating Purchaser shall have delivered to
the Company payment in accordance with Section 2.

            (b)  Representations and Warranties True.  The representations and
warranties in Section 4 made by each Participating Purchaser shall be true and
correct at the date of such Closing with the same force and effect as if they
had been made on and as of said date.

            (c)  Performance of Obligations.  Such Participating Purchaser shall
have performed and complied with all agreements and conditions herein required
to be performed or complied with by such Participating Purchaser on or before
such Closing.

            (d)  Related Agreements.  Each of the Related Agreements shall have
been executed and delivered by such Participating Purchaser.


                                       -23-



            (e)  Consents, Permits, and Waivers.  The Company shall have
obtained any and all consents, permits and waivers necessary or appropriate for
consummation of the transactions contemplated by the Agreement and the Related
Agreements (except for such as may be properly obtained subsequent to such
Closing).

   6.  Miscellaneous.

       6.1  Governing Law.  This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Delaware (without regard to
the choice of law or conflicts of law provisions thereof.

       6.2  Survival.  The representations, warranties, covenants and agreements
made herein shall survive any investigation made by any Purchaser and the
closing of the transactions contemplated hereby. All statements as to factual
matters contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

       6.3  Successors and Assigns.  Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of the Shares from time to time.

       6.4  Entire Agreement.  This Agreement, the Exhibits and Schedules
hereto, the Related Agreements, the Bridge Loan Warrants and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and no
party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.

       6.5  Severability.  In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

       6.6  Amendment and Waiver.

            (a)  This Agreement may be amended or modified only by the written
consent of the Company and holders of more than sixty-six and two-thirds percent
(66 2/3%) of the Shares (treated as if converted and including any Conversion
Shares into which the Shares have been converted that have not been sold to the
public).

            (b)  The obligations of the Company and the rights of the holders of
the Shares and the Conversion Shares under the Agreement may be waived only with
the written consent of the holders of more than sixty-six and two-thirds percent
(66 2/3%) of the Shares (treated as if converted and including any Conversion
Shares into which the Shares have been converted that have not been sold to the
public).


                                       -24-



       6.7  Delays or Omissions.  It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement, the Related
Agreements or the Certificate of Incorporation, shall impair any such right,
power or remedy, nor shall it be construed to be a waiver of any such breach,
default or noncompliance, or any acquiescence therein, or of or in any similar
breach, default or noncompliance thereafter occurring. It is further agreed that
any waiver, permit, consent or approval of any kind or character on any
Purchaser's part of any breach, default or noncompliance under this Agreement,
the Related Agreements or under the Certificate of Incorporation or any waiver
on such party's part of any provisions or conditions of the Agreement, the
Related Agreements, or the Certificate of Incorporation must be in writing and
shall be effective only to the extent specifically set forth in such writing.
All remedies, either under this Agreement, the Related Agreements, the
Certificate of Incorporation, the Bylaws, or otherwise afforded to any party,
shall be cumulative and not alternative.

       6.8  Notices.  All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the Company
at the address as set forth on the signature page hereof and to a Purchaser at
the address set forth on Exhibit A attached hereto or at such other address as
the Company or such Purchaser may designate by ten (10) days advance written
notice to the other parties hereto.

       6.9  Expenses.

       (a)  The Company shall pay all costs and expenses that it incurs with
respect to the negotiation, execution, delivery and performance of the
Agreement.

       (b)  The Company shall reimburse Core Capital Partners, L.P. for
(i) up to $25,000 of fees and expenses, including reasonable attorneys' fees, in
connection with the transactions contemplated by the Bridge Loan Agreement and
(ii) up to $25,000 of fees and expenses, including reasonable attorneys' fees,
in connection with the transactions contemplated by the First Closing. To the
extent that the fees and expenses relating to the transactions contemplated by
the Bridge Loan Agreement are less than $25,000, the difference shall be applied
on a dollar-for-dollar basis to increase the maximum reimbursable amount in
connection with the transactions contemplated by the First Closing. At the First
Closing, such maximum fees and expenses of $50,000 will be withheld by Core
Capital Partners, L.P. and any portion thereof which is not applied to
reimbursable fees and expenses will be returned to the Company promptly
thereafter.

       (c)  The Company shall reimburse Core Capital Partners, L.P. for up to
$15,000 in the aggregate for fees and expenses, including reasonable attorneys'
fees, in connection with the transactions contemplated by the Second Closing. To
the extent that the fees and expenses relating to the transactions comtemplated
by the First Closing are less than $25,000, the difference shall be applied on
a dollar-for-dollar basis to increase the maximum reimbursable


                                       -25-



amount in connection with the transactions contemplated by the Second Closing.
At the Second Closing, such maximum fees and expenses of $15,000 will be
withheld by Core Capital Partners, L.P. and any portion thereof which is not
applied to reimbursable fees and expenses will be returned to the Company
promptly thereafter.

        6.10  Attorneys' Fees.  In the event that any suit or action is
instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.

        6.11  Titles and Subtitles.  The titles of the sections and subsections
of the Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

        6.12  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

        6.13  Broker's Fees.  Except as set forth in the Schedule of Exceptions,
each party hereto represents and warrants that no agent, broker, investment
banker, person or firm acting on behalf of or under the authority of such party
hereto is or will be entitled to any broker's or finder's fee or any other
commission directly or indirectly in connection with the transactions
contemplated herein. The Company shall be responsible for any broker's or
finder's fees or other commissions disclosed on the Schedule of Exceptions. Each
party hereto further agrees to indemnify each other party for any claims, losses
or expenses incurred by such other party as a result of the representation in
this Section 6.13 being untrue.

        6.14  Exculpation Among Purchasers.  Each Purchaser acknowledges that it
is not relying upon any person, firm, or corporation, other than the Company and
its officers and directors, in making its investment or decision to invest in
the Company. Each Purchaser agrees that no Purchaser nor the respective
controlling persons, officers, directors, partners, agents, or employees of any
Purchaser shall be liable to any other Purchaser for any action heretofore or
hereafter taken or omitted to be taken by any of them in connection with the
Shares and Conversion Shares.

        6.15  Confidentiality.  Each party hereto agrees that, except with the
prior written consent of the other party, it shall at all times keep
confidential and not divulge, furnish or make accessible to anyone any
confidential information, knowledge or data concerning or relating to the
business or financial affairs of the other parties to which such party has been
or shall become privy by reason of this Agreement or the Related Agreements,
discussions or negotiations relating to this Agreement or the Related
Agreements, the performance of its obligations hereunder or the ownership of the
Shares purchased hereunder. The provisions of this Section 6.15 shall be in
addition to, and not in substitution for, the provisions of any separate
nondisclosure agreement executed by the parties hereto.


                                       -26-



        6.16  Pronouns.  All pronouns contained herein, and any variations
thereof, shall be deemed to refer to the masculine, feminine or neutral,
singular or plural, as to the identity of the parties hereto may require.

        6.17  Mutual Drafting.  This Agreement is the result of the joint
efforts of the Company and each of the Purchasers, and each provision hereof has
been subject to the mutual consultation, negotiation and agreement of the
parties and there shall be no construction against any party based on any
presumption of that party's involvement in the drafting thereof.

        6.18  Additional Investors.  The addition of counterpart signature pages
to this Agreement, or the revision of Exhibit A to this Agreement in accordance
with Section 2 shall not be deemed an amendment to this Agreement requiring the
consent of the parties pursuant to Section 6.6.



                            [SIGNATURE PAGES FOLLOW]


                                       -27-




IN WITNESS WHEREOF, the parties hereto have executed this SERIES D CONVERTIBLE
PREFERRED STOCK PURCHASE AGREEMENT as of the date set forth in the first
paragraph hereof.

                                      COMPANY:

                                      INPHONIC, INC.

                                      By:  /s/ David A. Steinberg
                                          ----------------------------------
                                      David A. Steinberg
                                      Chairman and Chief Executive Officer

                                      Address:  1010 Wisconsin Avenue, N.W.
                                                Suite 250
                                                Washington, D.C.  20007

                                      STERLING:

                                      STERLING COMMUNICATIONS, INC.

                                      By:  /s/ David A. Steinberg
                                          ----------------------------------
                                      Name:
                                      Title:

                                      Address:  1010 Wisconsin Avenue, N.W.
                                                Suite 250
                                                Washington, D.C.  20007






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      MID-ATLANTIC VENTURE FUND III, L.P.

                                      By: MAVF III Partners, L.P.,
                                          a Pennsylvania limited partnership

                                      Its: General Partner

                                      By: MAVF III G.P., Inc.,
                                          a Pennsylvania corporation

                                      Its: General Partner

                                      By:  /s/ Thomas A. Smith
                                        ------------------------------------
                                               Thomas A. Smith

                                      Its: Director





                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      RAFNET VENTURES

                                      By:      Robert Adelson
                                           ---------------------------------
                                      Name:
                                             -------------------------------
                                      Title:
                                             -------------------------------






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      CMS TECH CO-INVESTMENT SUBPARTNERSHIP

                                      By:  /s/ Ingrid R. Welch
                                           ---------------------------------
                                      Name:    Ingrid R. Welch
                                             -------------------------------
                                      Title:   Authorized Signatory
                                             -------------------------------






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP

                                      By:  /s/ Ingrid R. Welch
                                           ---------------------------------
                                      Name:    Ingrid R. Welch
                                             -------------------------------
                                      Title:   Authorized Signatory
                                             -------------------------------






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                           /s/ Bruce C. Lindsay
                                           ---------------------------------
                                               Bruce C. Lindsay





                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      LBL EVENTURES, LLC

                                      By:  /s/ John LaPides
                                           ---------------------------------
                                      Name:
                                             -------------------------------
                                      Title:   Member
                                             ------------------------------






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      CORE CAPITAL PARTNERS, L.P.

                                      By:  /s/ Mark J. Levine
                                        ------------------------------------
                                               Mark J. Levine,
                                               Managing Director







                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      MINOTAUR LLC

                                      By:  /s/ Mark J. Levine
                                           ---------------------------------
                                               Mark J. Levine,
                                               Managing Member







                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      BRIND INVESTMENT PARTNERS II

                                      By:  /s/ Ira Brind
                                           ---------------------------------
                                      Name:    Ira Brind
                                             -------------------------------
                                      Title:   Partner
                                             -------------------------------






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      SIGNATURE21CAPITAL

                                      By:  /s/ John Sculley
                                           ---------------------------------
                                               John Sculley





                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      WYNNEFIELD PRIVATE EQUITY PARTNERS I, LP

                                      By:  /s/ Samuel P. Katz
                                           ---------------------------------
                                      Samuel P. Katz, Managing Member
                                      WYNNEFIELD CAPITAL, LLC
                                      General Partner for
                                      WYNNEFIELD GP, L.P.
                                      General Partner for
                                      WYNNEFIELD PRIVATE EQUITY PARTNERS I, L.P.
                                      Suite 422, One Presidential Boulevard
                                      Bala Cynwyd, PA 19004






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      THIRTY-FIVE EAST PARTNERS (ELEVEN) LLC

                                      By:  /s/ Todd J. Slotkin
                                           ---------------------------------
                                           Todd J. Slotkin,
                                           Executive Vice President
                                           And Chief Executive Officer






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      VENTURE INVESTMENT PARTNERS I LLC

                                      By:  /s/ Richard L. Tuch
                                           ---------------------------------
                                      Name:    Richard L. Tuch
                                             -------------------------------
                                      Title:   Managing Partner
                                             -------------------------------






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      ARGOSY INVESTMENT PARTNERS II, LP

                                      By:  Argosy Associates, L.P.


                                      By:  /s/ Kirk B. Griswold
                                           ---------------------------------
                                      Name:
                                             -------------------------------
                                      Title:   V.P. of G.P.
                                             -------------------------------






                                 INPHONIC, INC.

                           SERIES D PURCHASE AGREEMENT

                           COUNTERPART SIGNATURE PAGE



         IN WITNERSS WHEREOF, the undersigned has hereunto set his hand as of
the day and year first above written.

                                      SPRING CAPITAL PARTNERS, LP

                                      By:  SPRING CAPITAL INVESTORS, LLC

                                      Its:  General Partner

                                      By:  /s/ Robert M. Stewart
                                           ---------------------------------
                                      Name:    Robert M. Stewart
                                             -------------------------------
                                      Title:   Member
                                             -------------------------------