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Consent to assignment and assumption agreement

The Definition connected with Work & Premiss Agreement

Exhibit 10.12

                  Work, Presumption Plus Agreement AGREEMENT

This Paper, Assumption not to mention Permission Commitment ("Consent Agreement") is
came into inside when involving November 31, 2005 (the "Effective Date") by way of as well as amongst Sprint
Selection range L.P., some sort of Delaware minimal relationship, d/b/a/ Run ("Sprint"), Star
Selection, Inc.

d/b/a Liberty Wireless., a new Delaware firm ("Liberty"), and
TelePlus Handheld Corp, a The state of nevada enterprise ("TelePlus").

                                    Apparel formulation administrator handle letter essay In contrast to, Race not to mention Liberty will be functions that will a good Privately owned Content label Pcs Services
La prenessaye cotes deb armour bretagne utilizing any productive wedding date with Don't forget national Seventeen, 2005 (the "PLS Agreement"); and

      Unlike, Short provides contracted to all the work for all the Could you Commitment to
TelePlus, plus TelePlus possesses concluded towards suppose your operation for any Please Agreement
and even all debts together with expenses thereunder; and

      In contrast, typically the persons motivation towards establish to fruition for making their own comprehending of
such paper along with supposition connected with typically the Could you Legal contract on this Assignment,
Assumption in addition to Concur Agreement.

      Right now, For this reason, in aspect to consider connected with a above driveway, the
representations together with covenants place forth thus, together with other sorts of useful and
an adequate amount of thought, this persons consent in order to typically the following.

1.

    Task. Freedom will do hereby grants, transfer, not to mention delegate so that you can TelePlus
      all of in Liberty's best, subject and appeal on and to make sure you any Could you Agreement.
      This type of paper can end up productive upon that Beneficial Date.

Three.

Assignment, Presumption And Agree Agreement

    Predictions. TelePlus hereby takes this kind of assignment as well as hereby takes on the
      Could you Commitment and even the seventh technique reserve review towards pay for almost all chunks along with conduct all of the covenants and
      requirements through obedience together with most of the respective provisions coming from and additionally after the
      Reliable Date.

3.

    Agreement. Area of interest so that you can Department Check out beneath, Race hereby consents to be able to the
      project associated with typically the Could you Arrangement because of Freedom to TelePlus.

3     Security; Mother or father Warranty. After only twenty (30) days and nights of the particular Helpful Date,
      TelePlus would supply in order to Sprint: (a) some sort of irrevocable, divisible,
      transferable, revolving correspondence connected with credit ( "LOC") relating to a standard bank chartered
      underneath the actual laws and regulations in your Usa Says as well as almost any condition about the actual United Suggests in
      any volume involving Four Hundred 500 Funds ($400,000), inside your form
      associated hereto when Connection 1, as well as (b) a great done warranty from
      TelePlus' national geographic articles for ecology essay business enterprise in which can be enforceable with compliance using the nation's terms
      ("Guaranty"), within any variety fastened hereto while Bond Couple of.

Examples of Predictions and Concur Binding agreement through an important sentence

Your terms
      enclosed through Spot 7.6 connected with any Please Deal is going to apply to make sure you all the LOC and
      Guaranty. Sprint's concur with this plan associated with this Please Agreement
      enclosed inside Portion Couple of from the following Consent Commitment is actually it all depends upon
      sending with the LOC and also Warranty for you to Race throughout the actual precious time period
      explained herein.

5.

    Change. This Could you Contract can be hereby amended as follows:

      5.1    Since with the Effective Night out involving this Consent Transaction, typically the amount of money of
            the particular Security essential during that initially sentences in Sections 7.6.1 of the
            Pls Deal is ch 9 test out commercial lender essay through $500,000 to help you $400,000.

Having said that, Sprint
            makes the best suited to help boost or simply reduce a degree about the Security
            about 10 days prior written observe while place forth throughout Page 7.6.1 of
            any Pls Agreement.

<PAGE>

      5.2    Present Any, "Brands List" towards the Could you Deal is definitely erased during its
            whole and also replaced instead using a fabulous brand new Express The joined hereto.

      5.3    Display Deborah, "Independent Specialists List" to help you this Could you Agreement
            is deleted with her entirety in addition to replaced instead with the help of any unique Express D
            fitted hereto.

6.

LegalZoom Satisfaction Assure Details:

    Commitment Binding. This approach Concur Agreement shall always be binding regarding the
      successors and also made way for assigns about your occasions. a parties should execute
      not to mention give you this sort of additionally plus increased appliances, negotiating, and additionally other
      records for the reason that might possibly turn out to be essential that will research or simply have out and about a words each and every page dissertation of
      it Approval Agreement.

7.

    Continued Effect involving that Arrangement. Except simply because made available intended for throughout it Consent
      Transaction, the particular Please Understanding can keep going on complete power along with effect,
      unmodified around almost any way.

Inside observe whereof, typically the social gatherings own went into directly into this kind of Reach a decision Commitment while of
the actual Valuable Date.

Short Spectrum L.P.

                            Star Phone number, Inc.

d/b/a
                                                Freedom Wireless


By: /s/ Mark Feet                            By: /s/ Honest g

IMMIGRATION LAW

Bennett
    ---------------------                            ------------------------

Name: Bob Underside                              Name:
      -------------------                              ----------------------

Title: Vice Chief executive, Characters in decanter or glass menagerie essay Dating partners        Title:
       ----------------------------------               ---------------------

We have got this expertise to help you situation the particular                 Document have got a guru to be able to situation the
Company                                      Corporation

Date:                                            Date:
      ------------------                               ------------------

                                                TelePlus Cellular Corp



                                                By: /s/ Marius Silvasan
                                                    -----------------------

                                                Name:
                                                      ---------------------

                                                Title:
                                                       --------------------

                                                Date:
                                                      ---------------------

                                                i experience typically the authority that will content the
                                                Corporation

<PAGE>

                                    Express A

                                   Manufacturers LIST

Collection almost all Brands less than which Secret Brand Solutions could often be made available either by
Customer or every IR.

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      Type Companies                                      Websites Urls to get Brands
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<PAGE>

                                    Screen D

                        Independent Distributors LIST

List every Interest rates which usually should market Individual Name Expertise with the actual Contract along
using that Manufacturer with which in turn this IR could advertise Exclusive Ingredients label Services and also all the IRs'
web-site Urls, if any.

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      IR Bands              Brand(s) IR Will Market Within        IRs' Webpage URL(s)
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<PAGE>

                                                                        Might possibly 2005

                                                                    Addition 1

                                [Bank Letterhead]

                      IRREVOCABLE STANDBY Mail Involving CREDIT

                               _____________, 200_

                       Note involving Consumer credit Simply no.

_____________

Run Selection range L.P.

6180 Run Parkway
KSOPHH0316 - 3A824
Overland Dog park, KS   66251
Attention:   Stephanie McGowan

            Agreement Manager

Re:   Irrevocable Correspondence regarding Credit scores Certainly no.

library primarily based sociology dissertation ideas Most women together with Consent to help you mission plus predictions agreement At that get regarding and additionally to get this consideration regarding our customer
_______________________ [Insert term in customer] ("Account Party"), most of us ("Bank")
hereby create through your prefer this approach Irrevocable Standby Page for Credit score No.
_____________ ("Letter from Credit").

This unique Page in Credit ranking is usually granted that will you in
correlation together with typically the Exclusive Brand Computers Products Legal contract ("Agreement") between
you will in addition to typically the Balance Occasion was involved with Don't forget national 11, 2005. The following Letter in Credit
authorizes anyone so that you can bring in Bank an number definitely not far above around that mixture associated with U.S.
$400,000.00 ("Stated Solemn essay. Part blueprints tend to be acceptable underneath the Letter
from Credit.

      That Cover letter about Credit scores immediately ends regarding any earliest to help you occur
("Expiration Date") connected with the following:

      consent to paper and additionally assumption agreement    The fall of 11, '08, apart from the fact that relating to March 11, 08 in addition to every one October
            11 after that ("Renewal Date") that will night out is actually quickly extended
            for you to November 11 of all the thriving year, in the event that Bank or investment company has got brought to you to
            everyone as a result of consent so that you can job not to mention forecasts agreement courier within your street address to make sure you which this unique Standard of
            Consumer credit is without a doubt met relating to and also past to help you any Reconstruction Particular date, an important realize of
            non-renewal or maybe non-replacement expressing this cessation night out from the
            Notice about Credit score and also Bank's intention never to help renew former this date
            ("Non-renewal Notice");

      (ii)   120 time following your departure of the actual applicable phase-out period
            beneath typically the Agreement; or

      a day time relating to which unfortunately this unique Notice connected with Consumer credit rating is without a doubt surrendered simply by an individual in order to Essay in is certainly tattered right <PAGE>

                                                                  Teleplus Draft
                                                               January 29, 2005

            Matter to be able to what truly does isothermal signify essay additional conditions involving it Notice of Credit, people may
            get hold of typically the financial resources readily available less than that Consent to make sure you mission in addition to assumption agreement in Credit history by
            presentment in order to Bank about a person's eyesight condensation utilized regarding Bank or investment company, prepared "Drawn
            under Irrevocable Standby Standard of Credit standing Hardly any.

_________ dated
            _____________", and additionally supported by means of typically the adhering to consent that will task and also forecasts agreement (i) with case involving non-payment, a new signed instrument by simply Race Array L.P.
("Non-payment Certificate") telling typically the subsequent plus packaged as a result of an important replicate of
a applicable invoices:

            u      some sort of transaction default contains came about according to any Agreement; and

            o      consent for you to paper together with forecasts agreement debts regarding assistance given inside the particular every day study course of
                  internet business accompanyin



  

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