GUARANTY
      AND PLEDGE AGREEMENT

     

    GUARANTY
      AND PLEDGE AGREEMENT
      (this
“Agreement”),
      dated
      as of August [     ], 2005, 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”).

     

    WITNESSETH:

     

    WHEREAS,
      pursuant to a Securities Purchase Agreement, dated the date hereof, between
      Company and the Pledgees (the “Purchase
      Agreement”),
      Company has agreed to issue to the Pledgees and the Pledgees have agreed to
      purchase from Company certain of Company's 8% Callable Secured Convertible
      Notes, due three years from the date of issuance (the “Notes”),
      which
      are convertible into shares of Company's Common Stock, par value $.001 per
      share
      (the “Common
      Stock”).
      In
      connection therewith, Company shall issue the Pledgees certain Common Stock
      purchase warrants (the “Warrants”);
      and

     

    WHEREAS,
      as a material inducement to the Pledgees to enter into the Purchase Agreement,
      the Pledgees have required and the Pledgor has agreed (i) to unconditionally
      guarantee 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 Purchase Agreement) 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 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 Purchase Agreement.

     

    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 hereby absolutely, unconditionally and
      irrevocably guarantees 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 hereby unconditionally: (i) waives 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) covenants that this
      Agreement will not be discharged except by complete performance of all the
      Obligations to the extent of the Collateral; (iii) agrees 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) waives 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. Release.
      The
      obligations, covenants, agreements and duties of the Pledgor 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, 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 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.

     

    (b) In
      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.

     

    
      
        
        

      

      
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    5. Security.
      As
      collateral security for the punctual payment and performance, when due, by
      the
      Company of all the Obligations, the Pledgor hereby pledges with, hypothecates,
      transfers and assigns to the Pledgees all of the Shares and all proceeds, shares
      and other securities received, receivable or otherwise distributed in respect
      of
      or in exchange for the Shares, including, without limitation, any shares and
      other securities into which such Shares may be convertible or exchangeable
      (collectively, the “Additional
      Collateral”
and
      together with the Shares, the “Collateral”).
      Simultaneously herewith, the Pledgor shall deliver to the Pledgees the
      certificate(s) representing the Shares, stamped with a bank medallion guarantee,
      along with a stock transfer power duly executed in blank by the Pledgor, to
      be
      held by the Pledgees as security. Any Collateral received by the Pledgor on
      or
      after the date hereof shall be immediately delivered to the Pledgees together
      with any executed stock powers or other transfer documents requested by the
      Pledgees, which request may be made at any time prior to the date when the
      Obligations shall have been paid and otherwise satisfied in full.

     

    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 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 agrees that it will not sell, assign, transfer, pledge, hypothecate,
      encumber or otherwise dispose of the Collateral.

     

    (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 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

     

    
      
        
        

      

      
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    (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 as adopted by the
      State of New York (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 its own name
      or
      to the name of its 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 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.

     

    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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    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 Collateral
      to
      the Pledgees pursuant to this Agreement and this Agreement constitutes a legal,
      valid and binding obligation of the Pledgor, enforceable in accordance with
      its
      terms.

     

    (ii) the
      execution, delivery and performance of this Agreement 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
      Collateral 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 Shares;
      and

     

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

     

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

     

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

     

    (ii) all
      of the Shares were validly issued, fully paid and non-assessable;
      and

     

    (iii) the
      Pledgor is the record holder of the 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 Pledgee's rights
      or
      remedies under such documents or at law or equity.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    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 do 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.

     

    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 6:30 p.m. (New York City time) on a Business Day (as defined
      in
      the Purchase Agreement), (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 6:30 p.m. (New York
      City
      time) on any date and earlier than 11:59 p.m. (New York City 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,
                  Inc.
3470 Olney-Laytonsville Road, Suite 118

              Olney,
                MD 20832

              Attention:
                Chief Executive Officer

              Telephone: 

              Facsimile:

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    


    
      	
              With
                copies to:

            
	 
	
              
                Gersten,
                  Savage, Kaplowitz, Wolf & Marcus, LLP
600 Lexington
                Avenue

              New
                York, New York 10022

              Attention:
                Arthur S. Marcus, Esq.

              Telephone:
                (212) 752-9700

              Facsimile:
                (212) 980-5192

            


    

    


    
    

    
      	
              If
                to the Pledgor:

            
	 
	
              
                Frederic
                  Richardson
c/o Innofone.com, Inc.

              3470
                Olney-Laytonsville Road, Suite 118

              Olney,
                MD 20832

              Attention:
                Chief Executive Officer

              Telephone: 

              Facsimile:

            


    

     

    
      	
              If
                to the Pledgees:

            
	 
	
              
                AJW
                  Partners, LLC
AJW Offshore, Ltd.

              AJW
                Qualified Partners, LLC

              New
                Millennium Capital Partners II, LLC

              1044
                Northern Boulevard

              Suite
                302

              Roslyn,
                New York 11576

              Facsimile
                No.: (516) 739-7115

              Attention:
                Corey S. Ribotsky

            


    

    


    
    

    
      	
              With
                copies to: 

            
	 
	
              
                Ballard
                  Spahr Andrews & Ingersoll, LLP

                1735
                  Market Street, 51st
                  Fl.

              

              Philadelphia,
                PA 19103

              Facsimile
                No.: (215) 864-8999

              Attention:
                Gerald J. Guarcini, Esquire

            


    

    


    
    

    (a) Invalidity.
      If any
      part of this Agreement is contrary to, prohibited by, or deemed invalid under
      applicable laws or regulations, such provision shall be inapplicable and deemed
      omitted to the extent so contrary, prohibited or invalid, but the remainder
      hereof shall not be invalidated thereby and shall be given effect so far as
      possible.

     

    (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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (e) New
      York Law to Govern.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      internal laws of the State of New York 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 city of New York,
      borough of Manhattan, 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,
                INC.

            	 	 	 
	 	 	 	 
	/s/ Alex
              Lightman	 	 	 
	
              
Alex
              Lightman	 	 	
            
	Chief
              Executive
              Officer	 	 	 


    

     

    
      	
              Pledgees:

            	 	 	 
	 	 	 	 
	
              AJW
                PARTNERS, LLC

              By: SMS
                Group, LLC

            	 	 	 
	 	 	 	 
	/s/ Corey
              S.
              Ribotsky	 	 	 
	
              
Corey
              S. Ribotsky	 	 	
            
	
              Manager

            	 	 	 


    

     

    
      	
              AJW
                OFFSHORE, LTD.

              By:
                First Street Manager II, LLC

            	 	 	 
	 	 	 	 
	/s/ Corey
              S.
              Ribotsky	 	 	 
	
              
Corey
              S. Ribotsky	 	 	
            
	
              Manager

            	 	 	 


    

     

    
      	
              AJW
                QUALIFIED PARTNERS, LLC

              By:
                AJW Manager, LLC

            	 	 	 
	 	 	 	 
	/s/ Corey
              S.
              Ribotsky	 	 	 
	
              
Corey
              S. Ribotsky	 	 	
            
	
              Manager

            	 	 	 


    

    

      
        	
                NEW
                  MILLENNIUM CAPITAL PARTNERS II, LLC

                By:
                  First Street Manager II, LLC

              	 	 	 
	 	 	 	 
	/s/ Corey
                S.
                Ribotsky	 	 	 
	
                
Corey
                S. Ribotsky	 	 	
              
	
                Manager

              	 	 	 


      

    

     

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                Pledgor:

              	 	 	 
	 	 	 	 
	/s/ Alex
                Lightman	 	 	 
	
                
Alex
                Lightman	 	 	
              
	
                 

              	 	 	 


      



    Number
      of
      Shares subject to this pledge: 3,000,000

    


    Date
      such
      Shares were acquired:_____________________

     

    
      
        
        

      

      
        10