PROMISSORY
      NOTE

    


    Los
      Angeles, CA

    July
      14,
      2006

    


    FOR
      VALUE
      RECEIVED, INNOFONE.COM, INCORPORATED, a Nevada corporation (the “Company” or
“Innofone”), hereby promises to pay to the order of 55 South Investments (the
“Holder”), the principal sum of five hundred thousand dollars ($500,000) (the
“Principal”) and interest accrued on that Principal per the terms set out below
      (collectively, the “Repayment Amount”). All amounts owing under this Note shall
      be paid in lawful money of the United States of America in immediately available
      funds. 

     

    Maturity
      Date. The
      Maturity Date shall be the earlier of: (a) one (1) year from the commencement
      of
      that certain equity swap transaction (“Swap”) whereby 30 days have expired
      thereafter the date in which the Company is granted effectiveness by the
      Securities and Exchange Commission on a registration statement filed pursuant
      to
      certain agreements made in connection with an equity swap made by and between
      the Company and Cogent Capital Group, LLC and its affiliates as of June 2,
      2006
      (defined herein as the “Swap Start Date”); or (b) December 5, 2007, whichever is
      earlier. 

     

    Closing
      Date.
      The
      Closing Date shall be the date on which the Principal funds are provided by
      wire
      transfer to Innofone hereunder and no later than midnight Pacific time July
      14,
      2006. 

    


    Repayment.
      

    


    (a)
      Repayment of the Principal by Innofone to the Holder shall commence within
      ten
      (10) days of the Swap Start Date and shall continue thereafter in equal pro
      rata
      monthly installments on the same date of each subsequent month thereafter for
      the successive eleven (11) months thereafter the Swap Start Date and continue
      until all principal payments are paid in full. The Principal shall be repaid
      in
      full no later than the Maturity Date. Should the Swap Start Date not occur
      prior
      to the Maturity Date, then the entirety of Principal shall be due and payable
      to
      Holder on the Maturity Date.

     

    (b)
      Innofone may, at its option, prepay all amounts owing under this Note prior
      to
      the Maturity Date, in whole or in part, without payment of any premium or
      penalty, after giving written notice thereof to the Holder at least one (1)
      day
      prior to the date selected for prepayment. 

     

    Interest.
      Innofone
      shall pay 12% per annum simple interest on the full Principal calculated
      starting upon the Closing Date and payable in equal monthly installments by
      Innofone over the first three (3) months starting upon commencement of the
      Swap
      Start Date. Should the Swap Start Date not occur prior to the Maturity Date,
      then the entirety of the Interest shall be due and payable to Holder no later
      than March 5, 2007. 

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Fees.
      

     

    (a)
      Innofone shall pay to the Holder a loan origination fee of $20,000, payable
      concurrently with the Interest payments as stated herein (the “Origination
      Fee”)

     

    (b)
      Innofone shall pay to the Holder a due diligence fee of $20,000, payable
      concurrently with the Interest payments as stated herein (the “Due Diligence
      Fee”)

     

    Attorneys
      Fees and Court Costs.
      If this
      Note shall be collected by legal proceedings or through any court or shall
      be
      referred to an attorney because of any default, Innofone agrees to pay all
      attorney’s fees, disbursements and court costs incurred by the
      Holder.

    


    Security
      Interests.
      Junior
      in rank to that of Cogent Capital Financial, LLC’s and Cogent Capital Group,
      LLC’s and its affiliates security interest and securitization under the Swap and
      subject to any financing statement or security pledged in the Swap, the Note
      shall be secured by the assets of Innofone and its subsidiaries. As further
      security, Innofone shall also reserve a total of $2,000,000 worth of restricted
      common stock of Innofone as collateral in the Event of Default (as defined
      hereunder) of repayment of the Note by Innofone (the “Innofone Stock”). In
      addition and as further security for the Note, Alex Lightman shall pledge
      $2,000,000 worth of his personally held Common Stock (the “Lightman Stock”) as
      collateral in the event of default by Innofone under the Note. For purposes
      of
      calculating Innofone Stock and Lightman Stock, a conversion/purchase price
      of
      $1.00 per INFN common stock share shall be used. The Innofone Stock and the
      Lightman Stock, if issued due to default by Innofone, shall carry demand
      registration rights in favor of Holder and any registration fees and costs
      incurred therein shall be paid by Innofone. 

     

    Event
      of Default.
      If any
      of the following events, acts or circumstances shall occur for any reason
      whatsoever (and whether such occurrence shall be voluntary or involuntary or
      come about or be affected by operation of law or otherwise) it shall be
      considered an Event of Default:

    


    (a) Any
      failure of Innofone to make payment required under this Note; or

    


    (b) Any
      failure of Innofone to pay the Principal in full by December 5, 2007;
      or

    


    (c) Any
      failure of Innofone, once payments have commenced subsequent to the Swap Start
      Date, to make any monthly installment payment in full within ten (10) days
      of
      any such monthly payment due date.

    


    


    Rights
      of Holder upon Default.
      Upon the
      occurrence and during the continuation of any Event of Default, immediately
      and
      without notice, all outstanding principal, interest, and fees payable by
      Innofone hereunder shall automatically become immediately due and payable,
      without presentment, demand, protest or any other notice of any kind, all of
      which are hereby expressly waived, anything contained herein to the contrary
      notwithstanding. 


    
      
         

      

      
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    Governing
      Law.
      This
      Note is being delivered in, is intended to be performed in, shall be construed
      and interpreted in accordance with, and be governed by the internal laws of
      the
      State of Nevada without regard to principles of conflict of laws. 

     

    No
      Presentment, Demand or Notice Required.
      Innofone waives presentment for payment, demand, notice of demand and of
      dishonor and nonpayment of this Note, protest and notice of protest, diligence
      in collecting, and the bringing of suit against any other party, and agrees
      to
      all renewals, extensions, modifications, partial payments, releases or
      substitutions of security, in whole or in part, with or without notice, before
      or after the date payment is demanded hereunder. Additionally, the undersigned's
      obligations hereunder shall be absolute and unconditional, and shall not be
      subject to any counterclaim, setoff, deduction or defense the undersigned may
      have.

     

    Headings
      Descriptive.
      The
      headings of the several paragraphs and subparagraphs of this Note are inserted
      for convenience only and shall not in any way affect the meaning or construction
      of any provision of this Note.

     

    IN
      WITNESS WHEREOF, Innofone has executed this Note as of the date first set forth
      above.

     

    
      	 	
              Innofone.com,
                Incorporated

            
	 	
               

               

              By:________________________________________

              Alex
                Lightman, Chief Executive Officer and
                President

            


    

     

    


    
      
         

      

      
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