INNOFONE.COM,
      INC.

    3470
      Onley-Laytonsville Road, Suite 118

    Olney,
      MD 20832

    


    
      
        	 	 	
                September
                  24, 2007

              	 


      

    

    


    AJW
      Partners, LLC

    New
      Millennium Capital Partners II, LLC

    AJW
      Offshore, Ltd. 

    AJW
      Qualified Partners, LLC

    1044
      Northern Boulevard

    Suite
      302

    Roslyn,
      New York 11576

    


    
      	
            	Re:	
              Innofone.com,
                Inc. (the “Company”) –

            


    

    
      	 	
              Amendment
                of Notes

            


    

     

    Ladies
      and Gentlemen:

     

    This
      letter sets forth the agreement of the parties hereto to amend the conversion
      price of all the notes originally issued by the Company to the investors listed
      in the signature pages hereto (collectively, the “Investors”)(the
      “Notes”).

     

    By
      execution hereof, for good and valuable consideration the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree
      that:

     

    
      	 	
              1.

            	
              The
                Applicable Percentage (as defined in each of the Debt Instruments)
                shall
                be 50.0%.

            


    

     

    
      	 	
              2.

            	
              The
                Notes are hereby amended in accordance with the foregoing
                provision. All
                other provisions of the Notes, as amended from time to time, shall
                remain
                in full force and effect.

            


    

     

    In
      addition, as consideration for entering into this letter agreement, the
      Investors agree to waive any and all penalties that are now due and owing to
      the
      Investors. In addition, the Investors agree that the Company is not in Default
      under the terms of the Notes. 

     

    The
      parties shall do and perform, or cause to be done and performed, all such
      further acts and things, and shall execute and deliver all such other
      agreements, certificates, instruments and documents, as the other parties hereto
      may reasonably request in order to carry out the intent an accomplish the
      purposes of this letter agreement, including without limitation the issuance
      of
      amended Notes.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Please
      signify your agreement with the foregoing by signing a copy of this letter
      where
      indicated and returning it to the undersigned.

     

    
      	
              Sincerely,

            
	 
	
              INNOFONE.COM,
                INC.

            
	 
	
              Alex
                Lightman

            
	
              Chief
                Executive Officer 

            


    

     

    
      	
              ACCEPTED
                AND AGREED:

            
	 
	
              AJW
                PARTNERS, LLC.

            
	
              By:
                SMS GROUP, LLC

            
	 
	
              Corey
                S. Ribotsky, Manager

            
	 
	
              NEW MILLENNIUM CAPITAL PARTNERS II, LLC

            
	
              By:
                FIRST STREET MANAGER II, LLC,

            
	 
	
              Corey
                S. Ribotsky, Manager

            
	 
	
              AJW
                OFFSHORE, LTD.

            
	
              By:
                FIRST STREET MANAGER II, LLC

            
	 
	
              Corey
                S. Ribotsky, Manager

            
	 
	
              AJW
                QUALIFIED PARTNERS, LLC

            
	
              By:
                AJW MANAGER, LLC

            
	 
	
              Corey
                S. Ribotsky, Manager