Unassociated Document


    Exhibit
      10.1

     

    AMENDMENT
      TO PROMISSORY NOTE


    


    This
      Amendment to Promissory Note, effective as of March 1, 2007, is made by and
      between Innofone.com, Incorporated, a Nevada corporation (the “Company” or
“Innofone”) and 55 South Investments (the “Holder”). 

    


    WHEREAS,
      the parties hereto entered that certain Promissory Note, dated July 10, 2006
      (the “Note”); and

    


    WHEREAS,
      the parties have agreed to make certain modifications to the Note upon the
      terms
      and conditions set forth herein.

    


    NOW,
      THEREFORE,
      for and in consideration of the foregoing premises and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties agree as follows:

    


    1. Subsection
      (a) of the “Repayment” section of the Note is deleted and replaced with the
      following: 

    


    “Repayment
      of the Principal by Innofone to the Holder on the Note shall occur according
      to
      the following repayment schedule (“Repayment Schedule”):

    


    
      	 	 	
              07/01/2007

            	
               

            	
              08/01/2007

            	
               

            	
              09/01/2007

            	
               

            	
              10/01/2007

            	 	
              11/01/2007

            	 	
              12/01/2007

            	 	
              Total

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Interest
                and fees

            	 	 	
              20,500

            	 	 	
              20,500

            	 	 	
              20,500

            	 	 	
              20,500

            	 	 	
              20,500

            	 	 	
              20,500

            	 	 	
              123,000

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Principal

            	 	 	
              0

            	 	 	
              0

            	 	 	
              33,333

            	 	 	
              33,333

            	 	 	
              33,334

            	 	 	
              400,000

            	 	 	
              500,000

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total

            	 	 	
              20,500

            	 	 	
              20,500

            	 	 	
              53,833

            	 	 	
              53,833

            	 	 	
              53,834

            	 	 	
              420,500

            	 	 	
              623,000

            	 


    

    


    2.
       The
      “Interest” section of the Note is deleted and replaced with the
      following:

    


    “Innofone
      shall pay 12% per annum simple interest on the unpaid portion of the Principal
      calculated starting upon the Closing Date and payable in accordance with the
      Repayment Schedule above.”

    


    3. The
      “Fees” section of the Note is deleted and replaced with the
      following:

    


    “Innofone
      shall pay to the Holder a loan origination and due diligence fee of 8% on the
      full original Principal in accordance with the Repayment Schedule
      above.”

    


    4. Subsection
      (b) of the “Event of Default” section of the Note is deleted and replaced with
      the following:

    


    “Any
      failure of Innofone to pay the Principal in full by December 1,
      2007;”

    


    5. Subsection
      (c) of the “Event of Default” section of the Note is deleted and replaced with
      the following:

    


    “Any
      failure of Innofone to make any payments in full in accordance with the
      Repayment Schedule within ten (10) days of any such payment due date;
      or”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. The
      following provision shall be added as subsection (d) of the “Event of Default”
section of the Note:

    


    “The
      termination by the Company of the Employment Agreements of either Alex Lightman
      or Gerard Casale, at any time prior to the Company’s full satisfaction of the
      Note payable to Holder, unless
      such termination is made at the election of either such employee.”

    


    7. The
      “Rights of Holder upon Default” section of the Note is deleted and replaced with
      the following:

    


    “(a)
      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.

    


    (b)
      Upon the occurrence of any Event of Default, immediately and without notice,
      the
      Company shall register one million (1,000,000) of the Innofone Stock for
      resale.”

    


    Except
      as modified herein, all other terms and conditions of the Note shall remain
      in
      effect and the parties hereby ratify and confirm same. All capitalized terms
      used herein shall have the same meaning as set forth in the Note.

    


    


    [SIGNATURE
      PAGE FOLLOWS]

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the parties hereto have executed this Amendment as of the date first above
      written.

    


    


    Innofone.com,
      Incorporated:


    


    By: __/s/
      Alex Lightman___________________

    Alex
      Lightman, CEO

    


    


    55
      South Investments:


    


    By: __/s/
      Tony Reed______________________

    Tony
      Reed, General Partner

    


    
      
        
        

      

      
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