GUARANTY
      AND PLEDGE AGREEMENT

     

    GUARANTY
      AND PLEDGE AGREEMENT
      (this
“Agreement”),
      dated
      as of July 14, 2006, is by and among Innofone.com, Inc., a Nevada corporation
      (the “Company”),
      Alex
      Lightman (the “Pledgor”),
      and
      the pledgees signatory hereto and their respective endorsees, transferees and
      assigns (collectively, the “Pledgees”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      pursuant to a Promissory Note, dated the same date hereof, between the Company
      and the Pledgees (the “Promissory
      Note”,
“Note”
      or “Notes”), the Company has agreed to repay with interest the sum of $500,000,
      pursuant to the terms and conditions of the Note. In connection therewith,
      the
      Company has agreed to issue to the Pledgees certain Common Stock purchase
      warrants to purchase up to two million shares of common stock of the Company
      at
      an exercise price of $1.00 per share with a term of five (5) years from the
      date
      of issuance and to be exercisable on a cash basis only and along with certain
      limited rights of redemption of the Company (the “Warrant”)
      and
      the Company has agreed to provide certain piggyback registration rights to
      a
      certain portion of the shares under the Warrant (“Registration Rights
      Agreement”) (collectively, the “Transaction Documents”); and

     

    WHEREAS,
      as a material inducement to the Pledgees to enter into the Promissory Note,
      the
      Pledgees have required and the Pledgor and the Company have agreed (i) to
      guarantee, subject only to any senior rights held by Cogent Capital Group,
      LLC
      and/or Cogent Financial Management, LLC (“Cogent”) under any UCC-1 statement or
      other contractual obligation held by Cogent in connection with the Company,
      the
      timely and full satisfaction of all obligations of the Company, whether matured
      or unmatured, now or hereafter existing or created and becoming due and payable
      (the “Obligations”)
      to the
      Pledgees, their successors, endorsees, transferees or assigns under the
      Transaction Documents (as defined in the Promissory Note) to the extent of
      the
      Collateral (as defined in Section 5 hereof), and (ii) to grant to the Pledgees,
      their successors, endorsees, transferees or assigns a security interest in
      the
      number of shares of Common Stock currently owned by the Pledgor as set forth
      in
      Section 5 and below the Pledgor’s signature on the signature page hereto
      (collectively, the “Shares”),
      as
      collateral security for Obligations. Terms used and not defined herein shall
      have the meaning ascribed to them in the Promissory Note.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals, and the mutual covenants
      contained herein, the parties hereby agree as follows:

     

    1. Guaranty.
      To the
      extent of the Collateral, the Pledgor and the Company hereby absolutely and
      irrevocably, subject to and junior in class to any senior rights held by Cogent
      Capital Group, LLC and/or Cogent Financial Management, LLC (“Cogent”) under any
      UCC-1 statement or other contractual obligation held by Cogent in connection
      with the Company, guarantee to the Pledgees, their successors, endorsees,
      transferees and assigns the due and punctual performance and payment of the
      Obligations owing to the Pledgees, their successors, endorsees, transferees
      or
      assigns when due, all at the time and place and in the amount and manner
      prescribed in, and otherwise in accordance with, the Transaction Documents,
      regardless of any defense or set-off counterclaim which the Company or any
      other
      person may have or assert, and regardless of whether or not the Pledgees or
      anyone on behalf of the Pledgees shall have instituted any suit, action or
      proceeding or exhausted its remedies or taken any steps to enforce any rights
      against the Company or any other person to compel any such performance or
      observance or to collect all or part of any such amount, either pursuant to
      the
      provisions of the Transaction Documents or at law or in equity, and regardless
      of any other condition or contingency. The Pledgor shall have no obligation
      whatsoever to the Pledgees beyond the Collateral pledged for the Obligations
      set
      forth herein.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2. Waiver
      of Demand.
      The
      Pledgor and the Company hereby unconditionally: (i) waive any requirement that
      the Pledgees, in the event of a breach in any material respect by the Company
      of
      any of its representations or warranties in the Transaction Documents, first
      make demand upon, or seek to enforce remedies against, the Company or any other
      person before demanding payment of enforcement hereunder; (ii) covenant that
      this Agreement will not be discharged except by complete performance of all
      the
      Obligations to the extent of the Collateral; (iii) agree that this Agreement
      shall remain in full force and effect without regard to, and shall not be
      affected or impaired, without limitation, by, any invalidity, irregularity
      or
      unenforceability in whole or in part of the Transaction Documents or any
      limitation on the liability of the Company thereunder, or any limitation on
      the
      method or terms of payment thereunder which may now or hereafter be caused
      or
      imposed in any manner whatsoever; and (iv) waive diligence, presentment and
      protest with respect to, and notice of default in the performance or payment
      of
      any Obligation by the Company under or in connection with the Transaction
      Documents.

     

    3. No
      Release.
      The
      obligations, covenants, agreements and duties of the Pledgor or the Company
      hereunder shall not be released, affected or impaired by any assignment or
      transfer, in whole or in part, of the Transaction Documents or any Obligation
      by
      the Pledgees, although made without notice to or the consent of the Pledgor,
      or
      any waiver by the Pledgees, or by any other person, of the performance or
      observance by the Company or the Pledgor of any of the agreements, covenants,
      terms or conditions contained in the Transaction Documents, or any indulgence
      in
      or the extension of the time or renewal thereof, or the modification or
      amendment (whether material or otherwise), or the voluntary or involuntary
      liquidation, sale or other disposition of all or any portion of the stock or
      assets of the Company or the Pledgor, or any receivership, insolvency,
      bankruptcy, reorganization, or other similar proceedings, affecting the Company
      or the Pledgor or any assets of the Company or the Pledgor, or the release
      of
      any proper from any security for any Obligation, or the impairment of any such
      property or security, or the release or discharge of the Company or the Pledgor
      from the performance or observance of any agreement, covenant, term or condition
      contained in or arising out of the Transaction Documents by operation of law,
      or
      the merger or consolidation of the Company, or any other cause, whether similar
      or dissimilar to the foregoing.

     

    4. Subrogation.

     

    (a) Unless
      and until complete performance of all the Obligations to the extent of the
      Collateral, the Pledgor and the Company shall not be entitled to exercise any
      right of subrogation to any of the rights of the Pledgees against the Company
      or
      any collateral security or guaranty held by the Pledgees for the payment or
      performance of the Obligations, nor shall the Pledgor seek any reimbursement
      from the Company in respect of payments made by the Pledgor
      hereunder.

     


    
      
         

      

      
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    (b) To
      the
      extent that the Pledgor shall become obligated to perform or pay any sums
      hereunder, or in the event that for any reason the Company is now or shall
      hereafter become indebted to the Pledgor, the amount of such sum shall at all
      times be subordinate as to lien, time of payment and in all other respects,
      to
      the amounts owing to the Pledgees under the Transaction Documents and the
      Pledgor shall not enforce or receive payment thereof until all Obligations
      due
      to the Pledgees under the Transaction have been performed or paid. Nothing
      herein contained is intended or shall be construed to give to the Pledgor any
      right of subrogation in or under the Transaction Documents, or any right to
      participate in any way therein, or in any right, title or interest in the assets
      of the Pledgees.

     

    5. Security
      Interest and Registration Rights.
      

     

    (a) Security
      Interest. As collateral security for the punctual payment and performance,
      when
      due, by the Company of all the Obligations, the Pledgor and the Company hereby
      pledges with, hypothecates, transfers and assigns to the Pledgees: (i) FROM
      THE
      COMPANY: a total of $2,000,000 worth of restricted common stock of the Company
      (“Innofone Stock”); and (ii) FROM PLEDGOR: $2,000,000 worth of restricted common
      stock of the Company personally held by Pledgor (“Lightman Stock” together with
      the Innofone Stock, the “Collateral”).
      For
      purposes of calculating the Collateral shares, a conversion or purchase price
      of
      $1.00 per share shall be used. 

     

    (b) Registration
      Rights. The Innofone Stock and the Lightman Stock, if issued due to default
      by
      Innofone, shall carry demand registration rights in favor of the Pledgees and
      any registration fees and costs incurred therein shall be paid by
      Innofone.

    


     

    6. Voting
      Power, Dividends, Etc. and other Agreements.

     

    (a) Unless
      and until an Event of Default (as set forth in Section 7 hereof) has occurred,
      the Pledgor shall, related to the common stock shares he owns specifically,
      be
      entitled to:

     

    (i) Exercise
      all voting and/or consensual powers pertaining to the Collateral, or any part
      thereof, for all purposes;

     

    (ii) Receive
      and retain dividends paid with respect to the Collateral; and

     

    (iii) Receive
      the benefits of any income tax deductions available to the Pledgor as a
      shareholder of the Company.

     

    (b) The
      Pledgor and the Company agree that they will not sell, assign, transfer, pledge,
      hypothecate, encumber or otherwise dispose of the Collateral.

     


    
      
         

      

      
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    (c) The
      Pledgor and the Company jointly and severally agree to pay all costs including
      all reasonable attorneys’ fees and disbursements incurred by the Pledgees in
      enforcing this Agreement in accordance with its terms.

     

    7. Default
      and Remedies.

     

    (a) For
      the
      purposes of this Agreement, “Event
      of Default”
shall
      mean:

     

    (i) default
      in or under any of the obligations under the Promissory Note after the
      expiration, without cure, of any applicable cure period;

     

    (ii) a
      material breach in any material respect by the Company of any of its
      representations or warranties in the Transaction Documents; or

     

    (iii) a
      material breach in any material respect by the Pledgor of any of its
      representations or warranties in this Agreement.

     

    (b) the
      Pledgees shall have the following rights upon any Event of Default:

     

    (i) the
      rights and remedies provided by the Uniform Commercial Code (the “UCC”)
      (as
      said law may at any time be amended);

     

    (ii) the
      right
      to receive and retain all dividends, payments and other distributions of any
      kind upon any or all of the Collateral;

     

    (iii) the
      right
      to cause any or all of the Collateral to be transferred to their own names
      or to
      the names of their designee and have such transfer recorded in any place or
      places deemed appropriate by the Pledgees; and

     

    (iv) the
      right
      to sell, at a public or private sale, the Collateral or any part thereof for
      cash, upon credit or for future delivery, and at such price or prices in
      accordance with the UCC (as such law may be amended from time to time). Upon
      any
      such sale the Pledgees shall have the absolute and unqualified right to deliver,
      assign and transfer to the purchaser thereof the Collateral so sold. The
      Pledgees shall give the Pledgor not less than ten (10) days’ written notice of
      its intention to make any such sale. Any such sale, shall be held at such time
      or times during ordinary business hours and at such place or places as the
      Pledgees may fix in the notice of such sale. The Pledgees may adjourn or cancel
      any sale or cause the same to be adjourned from time to time by announcement
      at
      the time and place fixed for the sale, and such sale may be made at any time
      or
      place to which the same may be so adjourned. In case of any sale of all or
      any
      part of the Collateral upon terms calling for payments in the future, any
      Collateral so sold may be retained by the Pledgees until the selling price
      is
      paid by the purchaser thereof, but the Pledgees shall incur no liability in
      the
      case of the failure of such purchaser to take up and pay for the Collateral
      so
      sold and, in the case of such failure, such Collateral may again be sold upon
      like notice. The Pledgees, however, instead of exercising the power of sale
      herein conferred upon them, may proceed by a suit or suits at law or in equity
      to foreclose the security interest and sell the Collateral, or any portion
      thereof, under a judgment or decree of a court or courts of competent
      jurisdiction, the Pledgor having been given due notice of all such action.
      The
      Pledgees shall incur no liability as a result of a sale of the Collateral or
      any
      part thereof. All proceeds of any such sale, after deducting the reasonable
      expenses and reasonable attorneys’ fees incurred in connection with such sale,
      shall be applied in reduction of the Obligations, and the remainder, if any,
      shall be paid to the Pledgor.

     


    
      
         

      

      
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    8. Application
      of Proceeds; Release.
      The
      proceeds of any sale or enforcement of or against all or any part of the
      Collateral, and any other cash or collateral at the time held by the Pledgees
      hereunder, shall be applied by the Pledgees first to the payment of the
      reasonable costs of any such sale or enforcement, then to reimburse the Pledgees
      for any damages, costs or expenses incurred by the Pledgees as a result of
      an
      Event of Default, then to the payment of the principal amount or stated valued
      (as applicable) of, and interest or dividends (as applicable) and any other
      payments due in respect of, the Obligations. The remainder, if any, shall be
      paid to the Pledgor. As used in this Agreement, “proceeds”
shall
      mean cash, securities and other property realized in respect of, and
      distributions in kind of, the Collateral, including any thereof received under
      any reorganization, liquidation or adjustment of debt of any issuer of
      securities included in the Collateral.

     

    9. Representations
      and Warranties.

     

    (a) The
      Pledgor hereby represents and warrants to the Pledgees that:

     

    (i) the
      Pledgor has full power and authority and legal right to pledge the Pledgor
      Shares to the Pledgees pursuant to this Agreement and the ancillary agreements
      hereto and such Agreements constitute legal, valid and binding obligations
      of
      the Pledgor, enforceable in accordance with their terms.

     

    (ii) the
      execution, delivery and performance of this Agreement, the ancillary agreements
      hereto, and other instruments contemplated herein will not violate any provision
      of any order or decree of any court or governmental instrumentality or of any
      mortgage, indenture, contract or other agreement to which the Pledgor is a
      party
      or by which the Pledgor and the Pledgor Shares may be bound, and will not result
      in the creation or imposition of any lien, charge or encumbrance on, or security
      interest in, any of the Pledgor’s properties pursuant to the provisions of such
      mortgage, indenture, contract or other agreement.

     

    (iii) the
      Pledgor is the sole record and beneficial owner of all of the Pledgor Shares;
      and

     

    (iv) the
      Pledgor owns the Pledgor Shares free and clear of all Liens.

     


    
      
         

      

      
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    (v) the
      Pledgor has no knowledge that any of the representations or warranties of the
      Company herein are incorrect or false in any material respect;

     

    (b) The
      Company represents and warrants to the Pledgees that:

     

    (i) the
      Company has full power and authority and legal right to pledge the Company
      Shares to the Pledgees pursuant to this Agreement and the ancillary Agreements
      hereto, and such Agreements constitute legal, valid and binding obligations
      of
      the Company, enforceable in accordance with their terms.

     

    (ii) the
      execution, delivery and performance of this Agreement, the ancillary Agreements
      hereto, and other instruments contemplated herein will not violate any provision
      of any order or decree of any court or governmental instrumentality or of any
      mortgage, indenture, contract or other agreement to which the Company is a
      party
      or by which the Company and the Company Shares may be bound. 

     

    (iii) the
      Company has no knowledge that any of the representations or warranties of the
      Pledgor herein are incorrect or false in any material respect;

     

    (iv) all
      of
      the Company Shares will be validly issued, fully paid and non-assessable;
      and

     

    (v) the
      Company is the record holder of the Company Shares.

     

    10. No
      Waiver; No Election of Remedies.
      No
      failure on the part of the Pledgees to exercise, and no delay in exercising,
      any
      right, power or remedy hereunder shall operate as a waiver thereof; nor shall
      any single or partial exercise by the Pledgees of any right, power or remedy
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. The remedies herein provided are cumulative and are
      not
      exclusive of any remedies provided by law. In addition, the exercise of any
      right or remedy of the Pledgees at law or equity or under this Agreement or
      any
      of the documents shall not be deemed to be an election of the Pledgees’ rights
      or remedies under such documents or at law or equity.

     

    11. Termination.
      This
      Agreement shall terminate on the date on which all Obligations have been
      performed, satisfied, paid or discharged in full.

     

    12. Further
      Assurances.
      The
      parties hereto agree that, from time to time upon the written request of any
      party hereto, they will execute and deliver such further documents and
      performance such other acts and things as such party may reasonably request
      in
      order fully to effect the purposes of this Agreement. The Pledgees acknowledge
      that they are aware that Pledgor shall have no obligations whatsoever to the
      Pledgees beyond the Collateral pledged for the Obligations set forth herein,
      and
      no request for further assurance may or shall increase such
      Obligations.

     


    
      
         

      

      
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    13. Miscellaneous.

     

    (a) Modification.
      This
      Agreement contains the entire understanding between the parties with respect
      to
      the subject matter hereof and specifically incorporates all prior oral and
      written agreements relating to the subject matter hereof. No portion or
      provision of this Agreement may be changed, modified, amended, waived,
      supplemented, discharged, canceled or terminated orally or by any course of
      dealing, or in any manner other than by an agreement in writing, signed by
      the
      party to be charged.

     

    (b) Notice.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile telephone number specified in this
      Section prior to 5:30 p.m. (Pacific time) on a Business Day (as defined in
      the
      Promissory Note), (ii) the Business Day after the date of transmission, if
      such
      notice or communication is delivered via facsimile at the facsimile telephone
      number specified in this Agreement later than 5:30 p.m. (Pacific time) on any
      date and earlier than 11:59 p.m. (Pacific time) on such date, (iii) the Business
      Day following the date of mailing, if sent by nationally recognized overnight
      courier services, or (iv) upon actual receipt by the party to whom such notice
      is required to be given. The address for such notices and communications shall
      be as follows:

     

    
      	
              If
                to the Company:

            	
              Innofone.com,
                Incorporated

            
	 	
              1431
                Ocean Avenue

            
	 	
              Suite
                1100

            
	 	
              Santa
                Monica, CA 90401

            
	 	
              Attention:
                Chief Executive Officer

            
	 	 
	
              With
                copies to:

            	
              Casale
                Alliance, LLP

            
	 	
              1158
                26th
                Street, Ste 325

            
	 	
              Santa
                Monica, CA 90401

            
	 	
              Attention:   
                Gerard N. Casale, Jr.

            
	 	
              Telephone:  (213)
                341-1664

            
	 	
              Facsimile:    
                (310) 919-2810

            
	 	 
	
              If
                to the Pledgor:

            	
              Mr.
                Alex Lightman c/o Innofone.com, Incorporated

            
	 	
              1431
                Ocean Avenue

            
	 	
              Suite
                1100

            
	 	
              Santa
                Monica, CA 90401

            
	 	
              Attention:
                Chief Executive Officer

            
	 	 
	 	 
	
              If
                to the Pledgees:

            	
              55
                South Investments

            
	 	 
	 	
              Attention:
                Mr. Tony Reed

            
	 	
              16217
                Kittridge Street

            
	 	
              Van
                Nuys, CA 91406

            
	 	
              Telephone: 
                (818) 902-5544

            
	 	
              Facsimile:    
                (818) 786-4271

            


    


    
      
         

      

      
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    (c) Benefit
      of Agreement.
      This
      Agreement shall be binding upon and inure to the parties hereto and their
      respective successors and assigns.

     

    (d) Mutual
      Agreement.
      This
      Agreement embodies the arm’s length negotiation and mutual agreement between the
      parties hereto and shall not be construed against either party as having been
      drafted by it.

     

    (e) Nevada
      to Govern.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      internal laws of the State of Nevada
      without
      regard to the principals of conflicts of law thereof. Each party hereby
      irrevocably submits to the exclusive jurisdiction of the state and Federal
      courts sitting in the State of Nevada,
      for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court or
      that
      such suit, action or proceeding is improper. Each party hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      such suit, action or proceeding by mailing a copy thereof to such party at
      the
      address in effect for notices to it under this agreement and agrees that such
      service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. 

     

    


    


    


    


    


    


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    IN
      WITNESS WHEREOF, the parties hereto have caused this Guaranty and Pledge
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    


    
      	 	
              INNOFONE.COM,
                INCORPORATED

            
	 	 
	 	 
	 	
              By:
                _______________________________________

              Alex
                Lightman

            
	 	
              Chief
                Executive Officer

            
	 	 
	 	 
	 	
              Pledgees:

            
	 	 
	 	
              __________________________________________

            
	 	
              By: 
                Tony Reed - General Partner

            
	 	
              FOR:
                55 South Investments

            
	 	 
	 	 
	 	
              Pledgor:

            
	 	 
	 	
              __________________________________________

            
	 	
              Alex
                Lightman

            


    

    


    


    


    
      	 	
              Amount
                of Shares subject to this pledge: 2,000,000 from Company; 2,000,000
                from
                Alex Lightman

            


    

    


    


    
      
         

      

      
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