REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of March __, 2006, by and among Digital Presence,
      Inc.,
      a Delaware corporation (the “Company”),
      and
      Innofone.com, Incorporation, a Nevada corporation (together with their
      respective affiliates and any assignee or transferee of all of their respective
      rights hereunder, “INFN”
or
      the
“Investor”).

     

    WHEREAS:

     

    A. In
      connection with the Common Stock Purchase Agreement by and among the parties
      hereto of even date herewith (the “Purchase Agreement”), the Company has agreed,
      upon the terms and subject to the conditions contained therein, to issue and
      sell to INFN 666,667 shares of Common Stock in the Company; and 

     

    B. To
      induce
      INFN to execute and deliver the Purchase Agreement, the Company has agreed
      to
      provide certain registration rights under the Securities Act of 1933, as
      amended, and the rules and regulations thereunder, or any similar successor
      statute (collectively, the “1933
      Act”),
      and
      applicable state securities laws; 

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and INFN hereby agree as follows: 

     

    1. DEFINITIONS.
      

    


    a.
      As
      used
      in this Agreement, the following terms shall have the following meanings:

     

    (i) “Investors”
means
      INFN and any transferee or assignee who agrees to become bound by the provisions
      of this Agreement in accordance with Section 9 hereof. 

     

    (ii) “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing a Registration Statement
      or
      Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
      1933 Act or any successor rule providing for offering securities on a continuous
      basis (“Rule
      415”),
      and
      the declaration or ordering of effectiveness of such Registration Statement
      by
      the United States Securities and Exchange Commission (the “SEC”).
      

     

    (iii) “Registrable
      Securities” means all the shares of Common Stock of the Company issued
      or issuable and that are now owned or may
      hereafter be acquired by any Investor or any Investor’s permitted successors and
      assigns; and any shares of Common Stock of the Company issued (or issuable
      upon
      the conversion or exercise of any warrant, right or other security which is
      issued) (i) as a dividend or other distribution with respect to, or in exchange
      for or in replacement of, all such shares of Common Stock described in clause
      (1) of this subsection (b); excluding in all cases, however, any
      Registrable Securities sold by a person in a transaction in
      which rights under this Agreement are not assigned in accordance with this
      Agreement, any Registrable Securities with respect to which the holders are
      no
      longer entitled to rights under this Agreement and securities previously sold
      to
      the public either pursuant to a
      registration statement or exemption from registration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (iv) “Registration
      Statement”
means
      a
      registration statement of the Company under the 1933 Act. 

     

    b. Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Purchase Agreement. 

     

    2. REGISTRATION.
      

    


    a.
      Demand
      Registration.
      If the
      Company shall receive at any time six (6)
      months
      after the effective date of the Company’s initial public offering of its
      securities pursuant to a registration statement filed under the Securities
      Act
      (the “IPO”),
      a
      written request from the Holders of at least 25% of the Registrable Securities
      then outstanding, provided, however, that no IPO may be required pursuant to
      this Section 2a unless holders of 50% or more of the Registrable Securities
      then
      outstanding sign such written request, that the Company file a registration
      statement under the Securities Act covering the registration of Registrable
      Securities pursuant to this Section 2, then the Company shall, within twenty
      (20) days after the receipt of such written request, give written notice of
      such
      request (the “Request
      Notice”)
      to all
      Holders, and effect, as soon as practicable, the registration under the
      Securities Act of all Registrable Securities which Holders request to be
      registered and included in such registration by written notice given by such
      Holders to the Company within twenty (20) days after receipt of the Request
      Notice, subject only to the limitations of this Section 2. The Company is
      obligated to effect an unlimited number of such registrations pursuant to this
      Section 2. 

     

    b. Underwritten
      Offering.
      If any
      offering pursuant to a Registration Statement pursuant to Section 2(a) hereof
      involves an underwritten offering, INFN shall have the right to select one
      legal
      counsel and an investment banker or bankers and manager or managers to
      administer the offering, which investment banker or bankers or manager or
      managers shall be reasonably satisfactory to the Company. 

     

    
      
        
        

      

      
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    c. Payments
      by the Company.
      The
      Company shall use its best efforts to obtain effectiveness of the Registration
      Statement as soon as practicable. If (i) the Registration Statement(s) covering
      the Registrable Securities required to be filed by the Company pursuant to
      Section 2(a) hereof is not filed by the Filing Date or declared effective by
      the
      SEC on or prior to two hundred and forty (240) days from the date of Closing
      (as
      defined in the Purchase Agreement), or (ii) after the Registration Statement
      has
      been declared effective by the SEC, sales of all of the Registrable Securities
      cannot be made pursuant to the Registration Statement, or (iii) the Common
      Stock
      is not listed or included for quotation on the Nasdaq National
      Market (“Nasdaq”),
      the
      Nasdaq SmallCap Market (“Nasdaq
      SmallCap”),
      the
      New York Stock Exchange (the “NYSE”)
      or the
      American Stock Exchange (the “AMEX”)
      after
      being so listed or included for quotation, or (iv) the Common Stock ceases
      to be
      traded on the Over-the-Counter Bulletin Board (the “OTCBB”)
      or any
      equivalent replacement exchange prior to being listed or included for quotation
      on one of the aforementioned markets, then the Company will make payments
      to the Investors in such amounts and at such times as shall be determined
      pursuant to this Section 2(c) as partial relief for the damages to the Investors
      by reason of any such delay in or reduction of their ability to sell the
      Registrable Securities (which remedy shall not be exclusive of any other
      remedies available at law or in equity). The Company shall pay to each holder
      of
      the Notes or Registrable Securities an amount equal to the then outstanding
      principal amount of the Notes (and, in the case of holders of Registrable
      Securities, the principal amount of Notes from which such Registrable Securities
      were converted) (“Outstanding
      Principal Amount”),
      multiplied by the Applicable Percentage (as defined below) times the sum of:
      (i)
      the number of months (prorated for partial months) after the Filing Date or
      the
      end of the aforementioned one hundred and five (105) day period and prior to
      the
      date the Registration Statement is declared effective by the SEC, provided,
      however, that there shall be excluded from such period any delays which are
      solely attributable to changes required by the Investors in the Registration
      Statement with respect to information relating to the Investors, including,
      without limitation, changes to the plan of distribution, or to the failure
      of
      the Investors to conduct their review of the Registration Statement pursuant
      to
      Section 3(h) below in a reasonably prompt manner; (ii) the number of months
      (prorated for partial months) that sales of all of the Registrable Securities
      cannot be made pursuant to the Registration Statement after the Registration
      Statement has been declared effective (including, without limitation, when
      sales
      cannot be made by reason of the Company’s failure to properly supplement or
      amend the prospectus included therein in accordance with the terms of this
      Agreement, but excluding any days during an Allowed Delay (as defined in Section
      3(f)); and (iii) the number of months (prorated for partial months) that the
      Common Stock is not listed or included for quotation on the OTCBB, Nasdaq,
      Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the
      Registration Statement has been declared effective. The term “Applicable
      Percentage”
means
      two hundredths (.02). (For example, if the Registration Statement becomes
      effective one (1) month after the end of such two hundred and forty (240) day
      period, the Company would pay $5,000 for each $250,000 of Outstanding Principal
      Amount. If thereafter, sales could not be made pursuant to the Registration
      Statement for an additional period of one (1) month, the Company would pay
      an
      additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such
      amounts shall be paid in cash or, at the Company’s option, in shares of Common
      Stock priced at the Conversion Price (as defined in the Notes) on such payment
      date.

     

    
      
        
        

      

      
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    d. Piggy-Back
      Registrations.
      The
      Company shall notify all Holders of Registrable Securities in writing at least
      thirty (30) days prior to filing any registration statement under the Securities
      Act for purposes of effecting a public offering of securities of the Company
      (including, but not limited to, registration statements relating to secondary
      offerings of securities of the Company, but excluding
      registration statements relating to any registration under Section 2(a) or
      Section 2(e) of this Agreement) and will afford each such Holder an opportunity
      to include in such registration statement all or any part of the Registrable
      Securities then held by such Holder. Each Holder desiring to include in any
      such
      registration statement all or any part of the Registrable Securities held by
      such Holder shall, within twenty (20) days after receipt of the above-described
      notice from the Company, so notify the Company in writing, and in such notice
      shall inform the Company of the number of Registrable Securities such Holder
      wishes to include in such registration statement. If a Holder decides not to
      include all of its Registrable Securities in any registration statement
      thereafter filed by the Company, such Holder shall nevertheless continue to
      have
      the right to include any Registrable Securities in any subsequent registration
      statement or registration statements as may be filed by the Company with respect
      to offerings of its securities, all upon the terms and conditions set forth
      herein. The Company is obligated to effect an unlimited number of such
      registrations pursuant to this Section 2(d).

     

    e. Eligibility
      for Form S-3, SB-2 or S-1; Conversion to Form S-3.
      The
      Company represents and warrants that it meets the requirements for the use
      of
      Form S-3, SB-2 or S-1 for registration of the sale by INFN and any other
      Investors of the Registrable Securities. The Company agrees to file all reports
      required to be filed by the Company with the SEC in a timely manner so as to
      remain eligible or become eligible, as the case may be, and thereafter to
      maintain its eligibility, for the use of Form S-3. If the Company is not
      currently eligible to use Form S-3, not later than five (5) business days after
      the Company first meets the registration eligibility and transaction
      requirements for the use of Form S-3 (or any successor form) for registration
      of
      the offer and sale by INFN and any other Investors of Registrable Securities,
      the Company shall file a Registration Statement on Form S-3 (or such successor
      form) with respect to the Registrable Securities covered by the Registration
      Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant
      to
      Section 2(a) (and include in such Registration Statement on Form S-3 the
      information required by Rule 429 under the 1933 Act) or convert the Registration
      Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant
      to
      Section 2(a) to a Form S-3 pursuant to Rule 429 under the 1933 Act and cause
      such Registration Statement (or such amendment) to be declared effective no
      later than sixty (60) days after filing. In the event of a breach by the Company
      of the provisions of this Section 2(e), the Company will be required to make
      payments pursuant to Section 2(c) hereof. 

     

    3. OBLIGATIONS
      OF THE COMPANY.

     

    In
      connection with the registration of the Registrable Securities, the Company
      shall have the following obligations: 

     

    a. The
      Company shall prepare promptly, and file with the SEC not later than the Filing
      Date, a Registration Statement with respect to the number of Registrable
      Securities provided in Section 2(a), and thereafter use its best efforts to
      cause such Registration Statement relating to Registrable Securities to become
      effective as soon as possible after such filing but in no event later than
      two
      hundred and forty (240) days from the date of Closing), and keep the
      Registration Statement effective pursuant to Rule 415 at all times until such
      date as is the earlier of (i) the date on which all of the Registrable
      Securities have been sold and (ii) the date on which the Registrable Securities
      (in the opinion of counsel to INFN) may be immediately sold to the public
      without registration or restriction (including, without limitation, as to volume
      by each holder thereof) under the 1933 Act (the “Registration
      Period”),
      which
      Registration Statement (including any amendments or supplements thereto and
      prospectuses contained therein) shall not contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein,
      or
      necessary to make the statements therein not misleading. 

     

    
      
        
        

      

      
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    b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to the Registration Statements and
      the prospectus used in connection with the Registration Statements as may be
      necessary to keep the Registration Statements effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by the Registration Statements until such time as all
      of
      such Registrable Securities have been disposed of in accordance with the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      the Registration Statements. In the event the number of shares available under
      a
      Registration Statement filed pursuant to this Agreement is insufficient to
      cover
      all of the Registrable Securities issued or issuable upon conversion of the
      Notes and exercise of the Warrants, the Company shall amend the Registration
      Statement, or file a new Registration Statement (on the short form available
      therefor, if applicable), or both, so as to cover all of the Registrable
      Securities, in each case, as soon as practicable, but in any event within
      fifteen (15) days after the necessity therefor arises (based on the market
      price
      of the Common Stock and other relevant factors on which the Company reasonably
      elects to rely). The Company shall use its best efforts to cause such amendment
      and/or new Registration Statement to become effective as soon as practicable
      following the filing thereof, but in any event within thirty (30) days after
      the
      date on which the Company reasonably first determines (or reasonably should
      have
      determined) the need therefor. The provisions of Section 2(c) above shall be
      applicable with respect to such obligation, with the two hundred and forty
      (240)
      days running from the day the Company reasonably first determines (or reasonably
      should have determined) the need therefor. 

     

    c. The
      Company shall furnish to INFN whose Registrable Securities are included in
      a
      Registration Statement and its legal counsel (i) promptly (but in no event
      more
      than two (2) business days) after the same is prepared and publicly distributed,
      filed with the SEC, or received by the Company, one copy of each Registration
      Statement and any amendment thereto, each preliminary prospectus and prospectus
      and each amendment or supplement thereto, and, in the case of the Registration
      Statement referred to in Section 2(a), each letter written by or on behalf
      of
      the Company to the SEC or the staff of the SEC, and each item of correspondence
      from the SEC or the staff of the SEC, in each case relating to such Registration
      Statement (other than any portion of any thereof which contains information
      for
      which the Company has sought confidential treatment), and (ii) promptly (but
      in
      no event more than two (2) business days) after the Registration Statement
      is
      declared effective by the SEC, such number of copies of a prospectus, including
      a preliminary prospectus, and all amendments and supplements thereto and such
      other documents as such Investor may reasonably request in order to facilitate
      the disposition of the Registrable Securities owned by such Investor. The
      Company will immediately notify INFN by facsimile of the effectiveness of each
      Registration Statement or any post-effective amendment. The Company will
      promptly (but in no event more than five (5) business days) respond to any
      and
      all comments received from the SEC (which comments shall promptly be made
      available to the Investors upon request), with a view towards causing each
      Registration Statement or any amendment thereto to be declared effective by
      the
      SEC as soon as practicable, shall promptly file an acceleration request as
      soon
      as practicable (but in no event more than two (2) business days) following
      the
      resolution or clearance of all SEC comments or, if applicable, following
      notification by the SEC that any such Registration Statement or any amendment
      thereto will not be subject to review and shall promptly file with the SEC
      a
      final prospectus as soon as practicable (but in no event more than two (2)
      business days) following receipt by the Company from the SEC of an order
      declaring the Registration Statement effective. In the event of a breach by
      the
      Company of the provisions of this Section 3(c), the Company will be required
      to
      make payments pursuant to Section 2(c) hereof. 

     

    
      
        
        

      

      
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    d. The
      Company shall use reasonable efforts to (i) register and qualify the Registrable
      Securities covered by the Registration Statements under such other securities
      or “blue
      sky” laws of such jurisdictions in the United States as the Investors who hold a
      majority in interest of the Registrable Securities being offered reasonably
      request, (ii) prepare and file in those jurisdictions such amendments (including
      post-effective amendments) and supplements to such registrations and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided,
      however,
      that
      the Company shall not be required in connection therewith or as a condition
      thereto to (a) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(d), (b) subject itself
      to general taxation in any such jurisdiction, (c) file a general consent to
      service of process in any such jurisdiction, (d) provide any undertakings that
      cause the Company undue expense or burden, or (e) make any change in its charter
      or bylaws, which in each case the Board of Directors of the Company determines
      to be contrary to the best interests of the Company and its shareholders.


     

    e. In
      the
      event INFN selects underwriters for the offering, the Company shall enter into
      and perform its obligations under an underwriting agreement, in usual and
      customary form, including, without limitation, customary indemnification and
      contribution obligations, with the underwriters of such offering. 

     

    f. As
      promptly as practicable after becoming aware of such event, the Company shall
      notify INFN of the happening of any event, of which the Company has knowledge,
      as a result of which the prospectus included in any Registration Statement,
      as
      then in effect, includes an untrue statement of a material fact or omission
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading, and use its best efforts promptly to prepare
      a supplement or amendment to any Registration Statement to correct such untrue
      statement or omission, and deliver such number of copies of such supplement
      or
      amendment to INFN as such Investor may reasonably request; provided that, for
      not more than ten (10) consecutive trading days (or a total of not more than
      twenty (20) trading days in any twelve (12) month period), the Company may
      delay
      the disclosure of material non-public information concerning the Company (as
      well as prospectus or Registration Statement updating) the disclosure of which
      at the time is not, in the good faith opinion of the Company, in the best
      interests of the Company (an “Allowed
      Delay”);
      provided, further, that the Company shall promptly (i) notify the Investors
      in
      writing of the existence of (but in no event, without the prior written consent
      of an Investor, shall the Company disclose to such Investor any of the facts
      or
      circumstances regarding) material non-public information giving rise to an
      Allowed Delay and (ii) advise the Investors in writing to cease all sales under
      such Registration Statement until the end of the Allowed Delay. Upon expiration
      of the Allowed Delay, the Company shall again be bound by the first sentence
      of
      this Section 3(f) with respect to the information giving rise
      thereto.

     

    g. The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of any Registration Statement, and, if such
      an
      order is issued, to obtain the withdrawal of such order at the earliest possible
      moment and to notify INFN who holds Registrable Securities being sold (or,
      in
      the event of an underwritten offering, the managing underwriters) of the
      issuance of such order and the resolution thereof. 

     

    
      
        
        

      

      
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    h. The
      Company shall permit a single firm of counsel designated by INFN to review
      such
      Registration Statement and all amendments and supplements thereto (as well
      as
      all requests for acceleration or effectiveness thereof) a reasonable period
      of
      time prior to their filing with the SEC, and not file any document in a form
      to
      which such counsel reasonably objects and will not request acceleration of
      such
      Registration Statement without prior notice to such counsel. The sections of
      such Registration Statement covering information with respect to the Investors,
      the Investor’s beneficial ownership of securities of the Company or the
      Investors intended method of disposition of Registrable Securities shall conform
      to the information provided to the Company by each of the Investors.


     

    i. The
      Company shall make generally available to its security holders as soon as
      practicable, but not later than one hundred and twenty (120) days after the
      close of the period covered thereby, an earnings statement (in form complying
      with the provisions of Rule 158 under the 1933 Act) covering a twelve-month
      period beginning not later than the first day of the Company’s fiscal quarter
      next following the effective date of the Registration Statement. 

     

    j. At
      the
      request of any Investor, the Company shall furnish, on the date that Registrable
      Securities are delivered to an underwriter, if any, for sale in connection
      with
      any Registration Statement or, if such securities are not being sold by an
      underwriter, on the date of effectiveness thereof (i) an opinion, dated as
      of
      such date, from counsel representing the Company for purposes of such
      Registration Statement, in form, scope and substance as is customarily given
      in
      an underwritten public offering, addressed to the underwriters, if any, and
      the
      Investors and (ii) a letter, dated such date, from the Company’s independent
      certified public accountants in form and substance as is customarily given
      by
      independent certified public accountants to underwriters in an underwritten
      public offering, addressed to the underwriters, if any, and the Investors.
      

     

    k. The
      Company shall make available for inspection by (i) any Investor, (ii) any
      underwriter participating in any disposition pursuant to a Registration
      Statement, (iii) one firm of attorneys and one firm of accountants or other
      agents retained by INFN, (iv) one firm of attorneys and one firm of accountants
      or other agents retained by all other Investors, and (v) one firm of attorneys
      retained by all such underwriters (collectively, the “Inspectors”)
      all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company, including without limitation, records of conversions
      by other holders of convertible securities issued by the Company and the
      issuance of stock to such holders pursuant to the conversions (collectively,
      the
“Records”),
      as
      shall be reasonably deemed necessary by each Inspector to enable each Inspector
      to exercise its due diligence responsibility, and cause the Company’s officers,
      directors and employees to supply all information which any Inspector may
      reasonably request for purposes of such due diligence; provided,
      however,
      that
      each Inspector shall hold in confidence and shall not make any disclosure
      (except to an Investor) of any Record or other information which the Company
      determines in good faith to be confidential, and of which determination the
      Inspectors are so notified, unless (a) the disclosure of such Records is
      necessary to avoid or correct a misstatement or omission in any Registration
      Statement, (b) the release of such Records is ordered pursuant to a subpoena
      or
      other order from a court or government body of competent jurisdiction, or (c)
      the information in such Records has been made generally available to the public
      other than by disclosure in violation of this or any other agreement. The
      Company shall not be required to disclose any confidential information in
      such Records
      to any Inspector until and unless such Inspector shall have entered into
      confidentiality agreements (in form and substance satisfactory to the Company)
      with the Company with respect thereto, substantially in the form of this Section
      3(k). INFN agrees that it shall, upon learning that disclosure of such Records
      is sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to the Company and allow the Company,
      at
      its expense, to undertake appropriate action to prevent disclosure of, or to
      obtain a protective order for, the Records deemed confidential. Nothing herein
      (or in any other confidentiality agreement between the Company and any Investor)
      shall be deemed to limit the Investor’s ability to sell Registrable Securities
      in a manner which is otherwise consistent with applicable laws and
      regulations.

     

    
      
        
        

      

      
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    l. The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other order from a court
      or governmental body of competent jurisdiction, or (iv) such information has
      been made generally available to the public other than by disclosure in
      violation of this or any other agreement. The Company agrees that it shall,
      upon
      learning that disclosure of such information concerning an Investor is sought
      in
      or by a court or governmental body of competent jurisdiction or through other
      means, give prompt notice to such Investor prior to making such disclosure,
      and
      allow the Investor, at its expense, to undertake appropriate action to prevent
      disclosure of, or to obtain a protective order for, such information.


     

    m. The
      Company shall (i) cause all the Registrable Securities covered by the
      Registration Statement to be listed on each national securities exchange on
      which securities of the same class or series issued by the Company are then
      listed, if any, if the listing of such Registrable Securities is then permitted
      under the rules of such exchange, or (ii) to the extent the securities of the
      same class or series are not then listed on a national securities exchange,
      secure the designation and quotation, of all the Registrable Securities covered
      by the Registration Statement on Nasdaq or, if not eligible for Nasdaq, on
      Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap, on the OTCBB
      and, without limiting the generality of the foregoing, to arrange for at least
      two market makers to register with the National Association of Securities
      Dealers, Inc. (“NASD”)
      as
      such with respect to such Registrable Securities. 

     

    n. The
      Company shall provide a transfer agent and registrar, which may be a single
      entity, for the Registrable Securities not later than the effective date of
      the
      Registration Statement. 

     

    o. The
      Company shall cooperate with the Investors who hold Registrable Securities
      being
      offered and the managing underwriter or underwriters, if any, to facilitate
      the
      timely preparation and delivery of certificates (not bearing any restrictive
      legends) representing Registrable Securities to be offered pursuant to a
      Registration Statement and enable such certificates to be in such denominations
      or amounts, as the case may be, as the managing underwriter or underwriters,
      if
      any, or the Investors may reasonably request and registered in such names as
      the
      managing underwriter or underwriters, if any, or the Investors may request,
      and,
      within three (3) business days after a Registration Statement which includes
      Registrable Securities
      is ordered effective by the SEC, the Company shall deliver, and shall cause
      legal counsel selected by the Company to deliver, to the transfer agent for
      the
      Registrable Securities (with copies to the Investors whose Registrable
      Securities are included in such Registration Statement) an instruction in the
      form attached hereto as Exhibit
      1.
      

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    p. At
      the
      request of INFN, the Company shall prepare and file with the SEC such amendments
      (including post-effective amendments) and supplements to a Registration
      Statement and any prospectus used in connection with the Registration Statement
      as may be necessary in order to change the plan of distribution set forth in
      such Registration Statement. 

     

    q. From
      and
      after the date of this Agreement, the Company shall not, and shall not agree
      to,
      allow the holders of any securities of the Company to include any of their
      securities in any Registration Statement under Section 2(a) hereof or any
      amendment or supplement thereto under Section 3(b) hereof without the consent
      of
      INFN. 

     

    r. The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Investors of Registrable Securities pursuant
      to a
      Registration Statement. 

     

    4. OBLIGATIONS
      OF THE INVESTOR.

     

    In
      connection with the registration of the Registrable Securities, INFN shall
      have
      the following obligations: 

     

    a. It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Investor that such Investor shall furnish to the
      Company such information regarding itself, the Registrable Securities held
      by it
      and the intended method of disposition of the Registrable Securities held by
      it
      as shall be reasonably required to effect the registration of such Registrable
      Securities and shall execute such documents in connection with such registration
      as the Company may reasonably request. At least three (3) business days prior
      to
      the first anticipated filing date of the Registration Statement, the Company
      shall notify INFN of the information the Company requires from each such
      Investor.

     

    b. INFN,
      by
      its acceptance of the Registrable Securities, agrees to cooperate with the
      Company as reasonably requested by the Company in connection with the
      preparation and filing of the Registration Statements hereunder, unless such
      Investor has notified the Company in writing of such Investor’s election to
      exclude all of such Investor’s Registrable Securities from the Registration
      Statements. 

     

    c. In
      the
      event INFN determines to engage the services of an underwriter, INFN agrees
      to
      enter into and perform its obligations under an underwriting agreement, in
      usual
      and customary form, including, without limitation, customary indemnification
      and
      contribution obligations, with the managing underwriter of such offering and
      take such other actions as are reasonably required in order to expedite or
      facilitate the disposition of the Registrable Securities, unless such Investor
      has notified the Company in writing of such Investor’s election to exclude all
      of INFN’s Registrable Securities from such Registration Statement. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    d. INFN
      agrees that, upon receipt of any notice from the Company of the happening of
      any
      event of the kind described in Section 3(f) or 3(g), it will immediately
      discontinue disposition of Registrable Securities pursuant to the Registration
      Statement covering such Registrable Securities until INFN’s receipt of the
      copies of the supplemented or amended prospectus contemplated by Section 3(f)
      or
      3(g) and, if so directed by the Company, such Investor shall deliver to the
      Company (at the expense of the Company) or destroy (and deliver to the Company
      a
      certificate of destruction) all copies in INFN’s possession, of the prospectus
      covering such Registrable Securities current at the time of receipt of such
      notice. 

    e. INFN
      may
      not participate in any underwritten registration hereunder unless it (i) agrees
      to sell its Registrable Securities on the basis provided in any underwriting
      arrangements in usual and customary form entered into by the Company, (ii)
      completes and executes all questionnaires, powers of attorney, indemnities,
      underwriting agreements and other documents reasonably required under the terms
      of such underwriting arrangements, and (iii) agrees to pay its pro rata share
      of
      all underwriting discounts and commissions and any expenses in excess of those
      payable by the Company pursuant to Section 5 below. 

     

    5. EXPENSES
      OF REGISTRATION.

     

    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualification fees, printers and accounting fees, the fees and disbursements
      of
      counsel for the Company, and the reasonable and approved fees and disbursements
      of one counsel selected by INFN pursuant to Sections 2(b) and 3(h) hereof shall
      be borne by the Company. 

     

    6. INDEMNIFICATION.

     

    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement: 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    a. To
      the
      extent permitted by law, the Company will indemnify, hold harmless and defend
      (i) INFN who holds such Registrable Securities, (ii) the directors, officers,
      partners, employees, agents and each person who controls any Investor within
      the
      meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
      (the
“1934
      Act”),
      if
      any, (iii) any underwriter (as defined in the 1933 Act) for the Investors,
      and
      (iv) the directors, officers, partners, employees and each person who controls
      any such underwriter within the meaning of the 1933 Act or the 1934 Act, if
      any
      (each, an “Indemnified
      Person”),
      against any joint or several losses, claims, damages, liabilities or expenses
      (collectively, together with actions, proceedings or inquiries by any regulatory
      or self-regulatory organization, whether commenced or threatened, in respect
      thereof, “Claims”)
      to
      which any of them may become subject insofar as such Claims arise out of or
      are
      based upon: (i) any untrue statement or alleged untrue statement of a material
      fact in a Registration Statement or the omission or alleged omission to state
      therein a material fact required to be stated or necessary to make the
      statements therein not misleading; (ii) any untrue statement or alleged untrue
      statement of a material fact contained in any preliminary prospectus if used
      prior to the effective date of such Registration Statement, or contained in
      the
      final prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading; or (iii) any violation or alleged violation by the Company
      of the 1933 Act, the 1934 Act, any other law, including, without limitation,
      any
      state securities law, or any rule or regulation thereunder relating to the
      offer
      or sale of the Registrable Securities (the matters in the foregoing clauses
      (i)
      through (iii) being, collectively, “Violations”).
      Subject to the restrictions set forth in Section 6(c) with respect to the number
      of legal counsel, the Company shall reimburse the Indemnified Person, promptly
      as such expenses are incurred and are due and payable, for any reasonable legal
      fees or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): (i) shall not apply to a Claim arising out of or based upon a
      Violation which occurs in reliance upon and in conformity with information
      furnished in writing to the Company by any Indemnified Person or underwriter
      for
      such Indemnified Person expressly for use in connection with the preparation
      of
      such Registration Statement or any such amendment thereof or supplement thereto,
      if such prospectus was timely made available by the Company pursuant to Section
      3(c) hereof; (ii) shall not apply to amounts paid in settlement of any Claim
      if
      such settlement is effected without the prior written consent of the Company,
      which consent shall not be unreasonably withheld; and (iii) with respect to
      any
      preliminary prospectus, shall not inure to the benefit of any Indemnified Person
      if the untrue statement or omission of material fact contained in the
      preliminary prospectus was corrected on a timely basis in the prospectus, as
      then amended or supplemented, such corrected prospectus was timely made
      available by the Company pursuant to Section 3(c) hereof, and the Indemnified
      Person was promptly advised in writing not to use the incorrect prospectus
      prior
      to the use giving rise to a Violation and such Indemnified Person,
      notwithstanding such advice, used it. Such indemnity shall remain in full force
      and effect regardless of any investigation made by or on behalf of the
      Indemnified Person and shall survive the transfer of the Registrable Securities
      by the Investors pursuant to Section 9. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    b. In
      connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees severally and not jointly to indemnify,
      hold harmless and defend, to the same extent and in the same manner set forth
      in
      Section 6(a), the Company, each of its directors, each of its officers who
      signs
      the Registration Statement, each person, if any, who controls the Company within
      the meaning of the 1933 Act or the 1934 Act, any underwriter and any other
      shareholder selling securities pursuant to the Registration Statement or any
      of
      its directors or officers or any person who controls such shareholder or
      underwriter within the meaning of the 1933 Act or the 1934 Act (collectively
      and
      together with an Indemnified Person, an “Indemnified
      Party”),
      against any Claim to which any of them may become subject, under the 1933 Act,
      the 1934 Act or otherwise, insofar as such Claim arises out of or is based
      upon
      any Violation by such Investor, in each case to the extent (and only to the
      extent) that such Violation occurs in reliance upon and in conformity with
      written information furnished to the Company by such Investor expressly for
      use
      in connection with such Registration Statement; and subject to Section 6(c)
      such
      Investor will reimburse any legal or other expenses (promptly as such expenses
      are incurred and are due and payable) reasonably incurred by them in connection
      with investigating or defending any such Claim; provided,
      however, that the indemnity agreement contained in this Section 6(b)
      shall not apply to amounts paid in settlement of any Claim if such settlement
      is
      effected without the prior written consent of such Investor, which consent
      shall
      not be
      unreasonably withheld; provided,
      further,
      however,
      that
      the Investor shall be liable under this Agreement (including this Section 6(b)
      and Section 7) for only that amount as does not exceed the net proceeds to
      such
      Investor as a result of the sale of Registrable Securities pursuant to such
      Registration Statement. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of such Indemnified Party
      and shall survive the transfer of the Registrable Securities by the Investors
      pursuant to Section 9. Notwithstanding anything to the contrary contained
      herein, the indemnification agreement contained in this Section 6(b) with
      respect to any preliminary prospectus shall not inure to the benefit of any
      Indemnified Party if the untrue statement or omission of material fact contained
      in the preliminary prospectus was corrected on a timely basis in the prospectus,
      as then amended or supplemented. 

     

    c. Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action (including any governmental action),
      such Indemnified Person or Indemnified Party shall, if a Claim in respect
      thereof is to be made against any indemnifying party under this Section 6,
      deliver to the indemnifying party a written notice of the commencement thereof,
      and the indemnifying party shall have the right to participate in, and, to
      the
      extent the indemnifying party so desires, jointly with any other indemnifying
      party similarly noticed, to assume control of the defense thereof with counsel
      mutually satisfactory to the indemnifying party and the Indemnified Person
      or
      the Indemnified Party, as the case may be; provided,
      however,
      that an
      Indemnified Person or Indemnified Party shall have the right to retain its
      own
      counsel with the fees and expenses to be paid by the indemnifying party, if,
      in
      the reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding. The indemnifying
      party shall pay for only one separate legal counsel for the Indemnified Persons
      or the Indemnified Parties, as applicable, and such legal counsel shall be
      selected by INFN if INFN is entitled to indemnification hereunder, or the
      Company, if the Company is entitled to indemnification hereunder, as applicable.
      The failure to deliver written notice to the indemnifying party within a
      reasonable time of the commencement of any such action shall not relieve such
      indemnifying party of any liability to the Indemnified Person or Indemnified
      Party under this Section 6, except to the extent that the indemnifying party
      is
      actually prejudiced in its ability to defend such action. The indemnification
      required by this Section 6 shall be made by periodic payments of the amount
      thereof during the course of the investigation or defense, as such expense,
      loss, damage or liability is incurred and is due and payable. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    7. CONTRIBUTION.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided,
      however,
      that
      (i) no contribution shall be made under circumstances where the maker would
      not
      have been liable for indemnification under the fault standards set forth in
      Section 6, (ii) no seller of Registrable Securities guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
      be
      entitled to contribution from any seller of Registrable Securities who was
      not
      guilty of such fraudulent misrepresentation, and (iii) contribution (together
      with any indemnification or other obligations under this Agreement) by any
      seller of Registrable Securities shall be limited in amount to the net amount
      of
      proceeds received by such seller from the sale of such Registrable Securities.
      

     

    8. REPORTS
      UNDER THE 1934 ACT.

     

    With
      a
      view to making available to INFN the benefits of Rule 144 promulgated under
      the
      1933 Act or any other similar rule or regulation of the SEC that may at any
      time
      permit INFN to sell securities of the Company to the public without registration
      (“Rule
      144”),
      the
      Company agrees to: 

     

    a. make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144; 

     

    b. file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements (it being understood that nothing herein shall
      limit the Company’s obligations under Section 4(c) of the Purchase Agreement)
      and the filing of such reports and other documents is required for the
      applicable provisions of Rule 144; and 

     

    c. furnish
      to INFN so long as INFN owns Registrable Securities, promptly upon request,
      (i)
      a written statement by the Company that it has complied with the reporting
      requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the
      most
      recent annual or quarterly report of the Company and such other reports and
      documents so filed by the Company, and (iii) such other information as may
      be
      reasonably requested to permit INFN to sell such securities pursuant to Rule
      144
      without registration. 

     

    9. ASSIGNMENT
      OF REGISTRATION RIGHTS.

     

    The
      rights under this Agreement shall be automatically assignable by INFN to a
      transferee of all or any portion of Registrable Securities if: (i) the Investor
      agrees in writing with the transferee or assignee to assign such rights, and
      a
      copy of such agreement is furnished to the Company within a reasonable time
      after such assignment, (ii) the Company is, within a reasonable time after
      such
      transfer or assignment, furnished with written notice of (a) the name and
      address of such transferee or assignee, and (b) the securities with respect
      to
      which such registration rights are being transferred or assigned, (iii)
      following such transfer or assignment, the further disposition of such
      securities by the transferee or assignee is restricted under the 1933 Act and
      applicable state securities laws, (iv) at or before the time the Company
      receives the written
      notice contemplated by clause (ii) of this sentence, the transferee or assignee
      agrees in writing with the Company to be bound by all of the provisions
      contained herein, (v) such transfer shall have been made in accordance with
      the
      applicable requirements of the Purchase Agreement, and (vi) such transferee
      shall be either (a) a partner, retired partner, affiliated partnership of any
      Holder which is a partnership, or any member of any Holder which is a limited
      liability company, (b) a family member or trust for the benefit of an individual
      holder, (c) a subsidiary or affiliate of any Holder, or (d) a party who acquires
      at least 100,000 shares of Registrable Securities. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    10. AMENDMENT
      OF REGISTRATION RIGHTS.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with written consent of the Company and of INFN (to the
      extent INFN still owns Registrable Securities). Any amendment or waiver effected
      in accordance with this Section 10 shall be binding upon INFN and the Company.
      

     

    11.
      MISCELLANEOUS.

    


    a.
      A
      person
      or entity is deemed to be a holder of Registrable Securities
      whenever
      such person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more persons
      or entities with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities. 

     

    b. Any
      notices required or permitted to be given under the terms hereof shall be sent
      by certified or registered mail (return receipt requested) or delivered
      personally or by courier (including a recognized overnight delivery service)
      or
      by facsimile and shall be effective five days after being placed in the mail,
      if
      mailed by regular United States mail, or upon receipt, if delivered personally
      or by courier (including a recognized overnight delivery service) or by
      facsimile, in each case addressed to a party. The addresses for such
      communications shall be: 

     

    
      	
              If
                to the Company: 
                

            	
              Digital
                Presence, Inc. 
                

            
	
               
                

            	
              12
                Kentshire Ct. 
                

            
	
               
                

            	
              Wilmington,
                Delaware 19807. 
                

            
	
               
                

            	
              Attention:
                Chief Executive Officer 
                

            
	
               
                

            	
              Telephone:
                302.388.5211 
                

            
	 	 
	
              If
                to INFN: 
                

            	
              Innofone.com,
                Incorporated 
                

            
	
               
                

            	
              1431
                Ocean Ave., #1100 
                

            
	
               
                

            	
              Santa
                Monica, CA 90401 
                

            
	
               
                

            	
              Attn:
                Alex Lightman 
                

            


    

    


    c. Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    d. THIS
      AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
      UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH RESPECT TO ANY
      DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
      HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
      IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
      SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
      UPON
      A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
      SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
      BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
      SUIT
      OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
      BY
      SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
      PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR
      ALL
      FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
      IN CONNECTION WITH SUCH DISPUTE. 

     

    e. This
      Agreement and the Purchase Agreement (including all schedules and exhibits
      thereto) constitute the entire agreement among the parties hereto with respect
      to the subject matter hereof and thereof. There are no restrictions, promises,
      warranties or undertakings, other than those set forth or referred to herein
      and
      therein. This Agreement and the Purchase Agreement supersede all prior
      agreements and understandings among the parties hereto with respect to the
      subject matter hereof and thereof. 

     

    f. Subject
      to the requirements of Section 9 hereof, this Agreement shall be binding upon
      and inure to the benefit of the parties and their successors and assigns.


     

    g. The
      headings in this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement. 

     

    h. This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each party
      and
      delivered to the other party. This Agreement, once executed by a party, may
      be
      delivered to the other party hereto by facsimile transmission of a copy of
      this
      Agreement bearing the signature of the party so delivering this Agreement.
      

     

    i. Each
      party 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 party may reasonably
      request in order to carry out the intent
      and accomplish the purposes of this Agreement and the consummation of the
      transactions contemplated hereby. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    j. Except
      as
      otherwise provided herein, all consents and other determinations shall be made
      by INFN pursuant to this Agreement. 

     

    k. The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to INFN by vitiating the intent and purpose of the transactions
      contemplated hereby. Accordingly, the Company acknowledges that the remedy
      at
      law for breach of its obligations under this Agreement will be inadequate and
      agrees, in the event of a breach or threatened breach by the Company of any
      of
      the provisions under this Agreement, that INFN shall be entitled, in addition
      to
      all other available remedies in law or in equity, and in addition to the
      penalties assessable herein, to an injunction or injunctions restraining,
      preventing or curing any breach of this Agreement and to enforce specifically
      the terms and provisions hereof, without the necessity of showing economic
      loss
      and without any bond or other security being required. 

     

    l. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party. 

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      the
      Company and INFN have caused this Agreement to be duly executed as of the date
      first above written. 

     

    DIGITAL
      PRESENCE, INC.

    


    
      	
              ______________________________________

              James
                Bacchus

              President
                and Chief Executive Officer 

            


    

    


    INNOFONE.COM,
      INCORPORATED

    


    
      	
              ______________________________________

              Alex
                Lightman

              Chief
                Executive Officer 

            


    

     

    [SIGNATURE
      PAGE TO REGISTRATION RIGHTS AGREEMENT]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      1

     

    INSTRUCTIONS
      TO TRANSFER REGISTRABLE SECURITIES

     

    
      
        
        

      

      
        18