M
      E M O R A N D U M

     

    
      	
              To:

            	
              AJW
                Partners, LLC

              AJW
                Master Fund, Ltd.

              New
                Millennium Capital Partners II, LLC 

            
	
               

              From:

            	
               

              Innofone.com,
                Inc.

            
	
               

              Date:

            	
               

              September
                21, 2007

            
	
               

              Re:

            	
               

              Disbursement
                of Funds

            


    

    


    In
      connection with the funding of an aggregate of $200,000 pursuant to that certain
      Securities Purchase Agreement dated as of September 21, 2007 (the “Agreement”),
      you are hereby directed to disburse such funds as follows:

     

    1.  $        to
      Innofone.com, Inc. in accordance with the wire transfer instructions attached
      as
Schedule
      A
      hereto;


     

    2.  $        to
      The
      National Investment Resources, LLC in accordance with the wire transfer
      instructions attached as Schedule
      B
      hereto;


     

    3.  $           to
      Ballard Spahr Andrews & Ingersoll, LLP in accordance with the wire transfer
      instructions attached as Schedule
      C
      hereto.

     

    4.  $        to
      AJW
      Partners, LLC in accordance with the wire instructions attached hereto as
Schedule
      D;

     

    5.  $           to
      New
      Millennium Capital Partners II, LLC in accordance with the wire instructions
      attached hereto as Schedule
      E; 

     

    6.  $           to
      AJW
      Offshore, Ltd. in accordance with the wire instructions attached hereto as
      Schedule
      F; 

     

    7.  $           to
      AJW Qualified
      Partners, LLC in accordance with the wire instructions attached hereto as
Schedule
      G;
      and

     

    8.  $        to
      be held in
      escrow for the payment of key man life insurance premiums.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Upon
      receipt of such funds, we will release from escrow the Notes and the Warrants
      (each as defined in the Agreement).

     

    
      	
              Innofone.com,
                Inc.

            
	 
	 
	
              Alex
                Lightman

            
	
              Chief
                Executive Officer

            


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    Schedule
      A

     

    Company:      

    


    Account
      Name:    

    


    Account
      Number:     

    


    Bank:      

    


    ABA:     

        


    Branch
      Address:     

    


    Bank
      Contact:  

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Schedule
      B

     

    
      	
              Bank:

            	
              North
                Fork Bank

            
	 	 
	
              Branch
                Address:

            	
              60
                Cuttermill Road, Great Neck, NY 11021 
Branch #62

            
	 	 
	
              Telephone
                No.:

            	
              516-773-1880

            
	 	 
	
              Fax
                No.:

            	
              516-773-1888

            
	 	 
	
              Account
                Name:

            	
              National
                Investment Resources, LLC

            
	 	 
	
              Account
                No.:

            	
              6224023322

            
	 	 
	
              ABA
                No.:

            	
              021407912

            
	 	 
	
              Officer:

            	
              Mr.
                Steven Tuchler

            


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    Schedule
      C

     

    
      	
              Bank:

            	
              PNC
                Bank, Philadelphia

            
	 	 
	
              Account
                Name:

            	
              Ballard
                Spahr Andrews & Ingersoll, LLP

            
	 	 
	
              Account
                No.:

            	
              85-5744-7842

            
	 	 
	
              ABA
                No.:

            	
              031
                0000 53

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    Schedule
      D

    


    
      	
              Bank:

            	
              North
                Fork Bank

            
	 	 
	
              Branch
                Address:

            	
              60
                Cuttermill Road 

              Great
                Neck, NY 11021

            
	 	 
	
              Telephone
                No.:

            	
              516-773-1880

            
	 	 
	
              Fax
                No.:

            	
              516-773-1888

            
	 	 
	
              Account
                Name:

            	
              AJW
                Partners, LLC

            
	 	 
	
              Account
                Number:

            	
              6224023355

            
	 	 
	
              Swift:

            	
              0214-0791-2

            
	 	 
	
              Officer:

            	
              Mr.
                Steven Tuchler, Branch Manager

            


    

    



    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    Schedule
      E

    


    
      	
              Bank:

            	
              North
                Fork Bank

            
	 	 
	
              Branch:

            	
              60
                Cuttermill Road

            
	 	
              Great
                Neck, NY 11021

            
	 	
              Branch
                #62

            
	 	 
	
              Telephone
                No.:

            	
              516-773-1880

            
	 	 
	
              Fax
                No.:

            	
              516-773-1888

            
	 	 
	
              Account
                Name:

            	
              New
                Millennium Capital Partners, LLC

            
	 	 
	
              Account
                No.:

            	
              6224023389

            
	 	 
	
              ABA
                No.:

            	
              021407912

            
	 	 
	
              Officer:

            	
              Mr.
                Steven Tuchler

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    Schedule
      F

     

    
      	
              Bank:

            	
              North
                Fork Bank

            
	 	 
	
              Branch
                Address:

            	
              60
                Cuttermill Road

            
	 	
              Great
                Neck, NY 11021

            
	 	 
	
              Telephone
                No.:

            	
              516-773-1880

            
	 	 
	
              Fax
                No.:

            	
              516-773-1888

            
	 	 
	
              Account
                Name:

            	
              AJW
                New Millennium Offshore, Ltd.

            
	 	 
	
              Account
                Number:

            	
              6224023413

            
	 	 
	
              Swift:

            	
              0214-0791-2

            
	 	 
	
              Officer:

            	
              Mr.
                Steven Tuchler, Branch Manager

            


    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    Schedule
      G

    


    
      	
              BANK:

            	
              North
                Fork Bank

            
	 	 
	
              Branch
                Address:

            	
              60
                Cuttermill Road, Great Neck, NY 11021

            
	 	 
	
              Telephone
                No.

            	
              516-773-1880

            
	 	 
	
              Fax
                No.

            	
              516-773-1888

            
	 	 
	
              Account
                Name:

            	
              AJW
                Qualified Partners, LLC

            
	 	 
	
              Account
                Number:

            	
              6224022415

            
	 	 
	
              Swift:

            	
              0214-0791-2

            
	 	 
	
              Officer:

            	
              Mr.
                Steven Tuchler, Branch Manager

            


    

     

    
      
         

      

      
        9