COMMON
        STOCK PURCHASE AGREEMENT

      


      This
        Common Stock Purchase Agreement (this “Agreement”)
        is
        made and entered into as of March 7, 2006 by and among Digital Presence,
        Inc., a
        Delaware corporation (the “Company”),
        and
        Innofone.com, Incorporated, a Nevada corporation (“INFN”
or
        “Investor”).

      


      Whereas,
        the
        Company desires to sell to INFN, and the INFN desires to purchase from the
        Company, shares of the Company’s Common Stock, par value $0.00001 per share,
        (the “Common
        Stock”
or
        the
“Purchased
        Shares”)
        which
        Purchased Shares shall have the rights, preferences, privileges and restrictions
        on the terms and conditions set forth in this Agreement.

      


      Now,
        therefore, the
        parties hereby agree as follows: 

      


      1.
        AGREEMENT
        TO PURCHASE AND SELL STOCK.

      


      1.1.
        Authorization.
        As of
        the Closing (as defined below) the Company will have authorized the issuance,
        pursuant to the terms and conditions of this Agreement, of up to 1,000,000
        Purchased Shares.

      


      1.2.
        Agreement
        to Purchase and Sell.
        The
        Company agrees to sell to INFN at Closing, and INFN agrees, severally and
        not
        jointly, to purchase from the Company at Closing, the number of Purchased
        Shares
        set forth beside such Investor’s name on Exhibit
        A,
        at a
        price of $0.45 per share.

      


      2.
        CLOSING.

      


      2.1.
        The
        Company’s Bank Account.
        On each
        closing date described in Section 2.2 below, INFN shall make a deposit pursuant
        to Section 2.2 below into the Company’s bank account at Commerce Bank with the
        account holder on record being the Company, the routing number being 031201360,
        and the account number being 7862430779 (“Company’s
        Bank Account”)

      


      2.2.
        The
        Closing.
        The
        Initial Closing, Second Closing, and Third Closing, as defined in this Section
        2.2 shall be collectively referred to as the “Closing.”
        

      


      (a)
        Initial
        Closing.
        INFN
        shall make an initial deposit of fifty thousand dollars ($50,000.00) in the
        Company’s Bank Account on execution of this Agreement or on such other date as
        the Company and INFN mutually agree upon (which date is referred to in this
        Agreement as the “Initial
        Closing”).

      


      (b)
        Second
        Closing.
        INFN
        shall make a second deposit of one hundred twenty-five thousand dollars
        ($125,000.00) in the Company’s Bank Account on May 15, 2006 or on such other
        date as the Company and INFN mutually agree upon (which date is referred
        to in
        this Agreement as the “Second
        Closing”).

      


      (c)
        Third
        Closing.
        INFN
        shall make a third and final deposit of one hundred twenty-five thousand
        dollars
        ($125,000.00) in the Company’s Bank Account on June
        15, 2006
        or on such other date as the Company and INFN mutually agree upon (which
        date is
        referred to in this Agreement as the “Third
        Closing”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (d)
        Company’s
        Delivery Obligations.
        Within
        five (5) days of each of the Closing dates, the Company shall deliver to
        INFN a
        share certificate representing the amount of Purchased Shares as of the date
        of
        delivery.

      


      3.
        REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY.
        The
        Company hereby represents and warrants to INFN that, except as set forth
        in the
        Schedule of Exceptions (the “Schedule
        of Exceptions”)
        attached to this Agreement as Exhibit
        B
        (which
        Schedule of Exceptions shall be deemed to be representations and warranties
        to
        INFN by the Company under this Section 3),
        the
        statements in the following paragraphs of this Section 3 are all true and
        complete immediately prior to the Closing: 

      


      3.1.
        Organization,
        Good Standing, Corporate Power and Qualification.
        The
        Company has been duly incorporated and organized, and is validly existing
        in
        good standing, under the laws of the State of Delaware. The Company has the
        requisite corporate power and authority to enter into and perform this
        Agreement, the Warrant, the Investor Rights Agreement in the form attached
        to
        this Agreement as Exhibit
        C
        (the
“Investor
        Rights Agreement”),
        the
        Right of First Refusal and First Refusal Agreement in the form attached to
        this
        Agreement as Exhibit
        D
        (the
“First
        Refusal Agreement”)
        and
        the Voting Agreement in the form attached to this Agreement as Exhibit
        E
        (the
“Voting
        Agreement”
and
        together with the Investor Rights Agreement and the First Refusal Agreement,
        the
“Related
        Agreements”),
        to
        own and operate its properties and assets and to carry on its business as
        currently conducted and as presently proposed to be conducted. The Company
        is
        duly qualified to do business as a foreign corporation in good standing in
        all
        jurisdictions in which it is required to be qualified to do intrastate business
        as the Company’s business is currently conducted and as presently proposed to be
        conducted by the Company, except for jurisdictions in which failure to so
        qualify could not reasonably be expected to have a material adverse effect
        on
        the business and operations of the Company taken as a whole.

      


      3.2.
        Capitalization.
        The
        capitalization of the Company immediately prior to the Closing consists of
        the
        following: 

      


      (a)
        Common
        Stock.
        A total
        of 1,000,000 authorized shares of Common Stock, par value $0.00001 per share
        (the “Common
        Stock”),
        of
        which 666,667 shares will be issued and outstanding. 

       

      (b)
        Options,
        Warrants, Reserved Shares.
        Apart
        from the exceptions noted in the Schedule of Exceptions, no shares of the
        Company’s outstanding capital stock, or stock issuable upon exercise or exchange
        of any outstanding options, warrants or rights, or other stock issuable by
        the
        Company, are subject to any preemptive rights, rights of first refusal or
        other
        rights to purchase such stock (whether in favor of the Company or any other
        person), pursuant to any agreement or commitment of the Company. 

       

      
        
          
          

        

        
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      (c)
        Valid
        Issuance.
        The
        outstanding shares of the capital stock of the Company are duly authorized
        and
        validly issued, fully paid and nonassessable, and have been approved by all
        requisite stockholder and board action.

      


      (d)
        Outstanding
        Security Holders.
        Section
        3.2(c)
        of the
        Schedule of Exceptions is a complete list of all outstanding stockholders,
        option holders, warrant holders, convertible note holders and other security
        holders of the Company as of immediately prior to the Closing. 

      


      3.3. Subsidiaries.
        The
        Company does not presently own or control, directly or indirectly, any interest
        in any other corporation, partnership, trust, joint venture, association,
        or
        other entity. 

      


      3.4.
        Due
        Authorization.
        All
        corporate action on the part of the Company’s directors and stockholders
        necessary for (i) the authorization, execution, delivery of, and the performance
        of all obligations of the Company under, this Agreement and the Related
        Agreements, and (ii) the authorization, issuance, reservation for issuance
        and
        delivery of all of the Purchased Shares being sold under this Agreement.
        This
        Agreement, along with the Related Agreements, when executed and delivered,
        will
        constitute, valid and legally binding obligations of the Company, enforceable
        in
        accordance with their respective terms, except as may be limited by (i)
        applicable bankruptcy, insolvency, reorganization or others laws of general
        application relating to or affecting the enforcement of creditors’ rights
        generally, (ii) applicable federal or state securities laws limits on
        indemnification; and (iii) the effect of rules of law governing the availability
        of equitable remedies. 

      


      3.5.
        Valid
        Issuance of Stock.
        

      


      (a)
        The
        Purchased Shares, when paid for and then issued, as provided in this Agreement,
        will be duly authorized and validly issued, fully paid and nonassessable.
        

      


      (b)
        Based
        in part on the representations made by INFN in Section 4 hereof, the offer
        and
        sale of the Purchased Shares solely to INFN in accordance with this Agreement
        are exempt from the registration and prospectus delivery requirements of
        the
        1933 Act and the securities registration and qualification requirements of
        the
        currently effective provisions of the securities laws of the state in which
        INFN
        resides. 

      


      (c)
        The
        outstanding shares of the capital stock of the Company are duly authorized
        and
        validly issued, fully paid and nonassessable, and have been approved by all
        requisite stockholder action. Based in part on INFN’s representations made in
        Section 4,
        such
        shares of such capital stock, and all outstanding options, warrants, convertible
        notes and other securities of the Company, have been issued in full compliance
        with the registration and prospectus delivery requirements of the 1933 Act
        or in
        compliance with applicable exemptions therefrom, the registration and
        qualification requirements of all applicable securities laws of states of
        the
        United States and all other provisions of applicable securities laws of states
        of the United States, including, without limitation, anti-fraud provisions.
        

      


      
        
          
          

        

        
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      3.6.
        Governmental
        Consents.
        No
        consent, approval, order or authorization of, or registration, qualification,
        designation, declaration or filing with, any federal, state or local
        governmental authority is required on the part of the Company in order to
        enable
        the Company to execute, deliver and perform its obligations under this Agreement
        and the Related Agreements except
        for
        such
        qualifications or filings under applicable securities laws as may be required
        in
        connection with the transactions contemplated by this Agreement. All such
        qualifications and filings will, in the case of qualifications, be effective
        on
        the Closing and will, in the case of filings, be made within the time prescribed
        by law. 

      


      3.7.
        Litigation.
        There
        is no action, suit, proceeding, claim, arbitration or investigation (an
“Action”)
        pending (or, to the Company’s knowledge, currently threatened) against the
        Company, its activities or its properties before any court or governmental
        agency. The Company is not a party to or subject to the provisions of any
        order,
        writ, injunction, judgment or decree of any court or government agency or
        instrumentality and there is no Action by the Company currently pending or
        which
        the Company intends to initiate. With respect to Additional Closings, the
        above
        representations made in this Section 3.7 are limited to matters that could
        reasonably be expected to have a material adverse change in the condition,
        financial or otherwise, of the Company. To the Company’s knowledge, there is no
        factual or legal basis for any such Action that might result, individually
        or in
        the aggregate, in any material adverse change in the business, financial
        condition, or assets of the Company. By way of example but not by way of
        limitation, there are no Actions pending or, to the Company’s knowledge,
        threatened (or any basis therefor known to the Company) relating to the prior
        employment of any of the Company’s employees or consultants, their use in
        connection with the Company’s business of any information, technology or
        techniques allegedly proprietary to any of their former employers, clients
        or
        other parties, or their obligations under any agreements with prior employers,
        clients or other parties.

      


      3.8.
        Invention
        Assignment and Confidentiality Agreement.
        Each
        employee and contractor of the Company has entered into and executed an
        Invention Assignment and Confidentiality Agreement in the form previously
        disclosed to counsel for INFN. No employee has excluded any inventions or
        intellectual property applicable to the Company’s business as presently
        conducted or as currently contemplated to be conducted in the future from
        assignment to the Company under the Invention Assignment and Confidentiality
        Agreement or an employment agreement containing substantially similar
        terms.

      


      3.9.
        Status
        of Proprietary Assets.

      


      (a)
        Status.
        The
        Company has full title and ownership of, or is duly licensed under or otherwise
        authorized to use, all patents, patent applications, trademarks, service
        marks,
        trade names, and copyrights, trade secrets, moral rights, confidential and
        proprietary information, compositions of matter, formulas, designs and
        proprietary rights (all of the foregoing collectively hereinafter referred
        to as
        the “Proprietary
        Assets”),
        necessary to enable it to carry on its business as now conducted without
        any
        conflict with or infringement upon the rights of others. A complete list
        of all
        the Company’s Proprietary Assets that are the subject of a patent application,
        mark registration or copyright registration is set forth in Section 3.9(a)
        of the
        Schedule of Exceptions. To the Company’s knowledge, no third party has
        any
        ownership right, title, interest, claim in or lien on any of the Company’s
        Proprietary Assets and the Company has taken, and in the future the Company
        will
        use its best efforts to take, all steps reasonably necessary to preserve
        its
        legal rights in, and the secrecy of, all its Proprietary Assets, except those
        for which disclosure is required for legitimate business or legal
        reasons.

      


      
        
          
          

        

        
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      (b)
        Licenses;
        Other Agreements.
        The
        Company has not granted, or agreed to grant, any options, licenses or agreements
        of any kind relating to any Proprietary Asset of the Company outside of
        nonexclusive end user licenses entered into in the ordinary course consistent
        with past practice, nor is the Company bound by or a party to any option,
        license or agreement of any kind with respect to any of its Proprietary Assets.
        The Company is not obligated to pay any royalties or other similar payments
        to
        third parties with respect to the marketing, sale, distribution, manufacture,
        license or use of any Proprietary Asset or any other property or rights.
        

      


      (c)
        No
        Infringement.
        The
        Company has not violated or infringed, and is not currently violating or
        infringing, and the Company has not received any communications alleging
        that
        the Company (or any of its employees or consultants) has violated or infringed
        or, by conducting its business as proposed, would violate or infringe, any
        Proprietary Asset of any other person or entity.

      


      (d)
        No
        Breach by Employee.
        The
        Company is not aware that any employee or consultant of the Company is obligated
        under any agreement (including licenses, covenants or commitments of any
        nature)
        or subject to any judgment, decree or order of any court or administrative
        agency, or any other restriction that would interfere with the use of his
        or her
        best efforts to carry out his or her duties for the Company or to promote
        the
        interests of the Company or that would conflict with the Company’s business as
        proposed to be conducted. The carrying on of the Company’s business by the
        employees and contractors of the Company and the conduct of the Company’s
        business as presently proposed, will not, to the Company’s knowledge, conflict
        with or result in a breach of the terms, conditions or provisions of, or
        constitute a default under, any contract, covenant or instrument under which
        any
        of such employees or contractors or the Company is now obligated. The Company
        does not believe it is or will be necessary to utilize any inventions of
        any
        employees of the Company (or persons the Company currently intends to hire)
        made
        prior to their employment by the Company. At no time during the conception
        of or
        reduction of any of the Company’s Proprietary Assets to practice was any
        developer, inventor or other contributor to such patents operating under
        any
        grants from any governmental entity or agency or private source, performing
        research sponsored by any governmental entity or agency or private source
        or
        subject to any employment agreement or invention assignment or nondisclosure
        agreement or other obligation with any third party that could adversely affect
        the Company’s rights in such Proprietary Assets.

      


      (e)
        Privacy
        Compliance.
        The
        Company has at all times complied with all applicable laws and regulations
        regarding privacy and the protection of personal data.

      


      
        
          
          

        

        
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      3.10.
        Compliance
        with Law and Documents.
        The
        Company is not in violation or default of any provisions of its organizational
        documents as amended to-date, and, the Company is in compliance with all
        applicable statutes, laws, regulations and executive orders of the United
        States
        of America and all states, foreign countries or other governmental bodies
        and
        agencies
        having jurisdiction over the Company’s business or properties where such
        violation would have a material and adverse impact on the Company’s business.
        The Company has not received any notice of any violation of any such statute,
        law, regulation or order which has not been remedied prior to the date hereof.
        The execution, delivery and performance of this Agreement and the Related
        Agreements and the consummation of the transactions contemplated hereby or
        thereby will not result in any such violation or default, or be in conflict
        with
        or result in a violation or breach of, with or without the passage of time
        or
        the giving of notice or both, the Company’s organizational documents, any
        judgment, order or decree of any court or arbitrator to which the Company
        is a
        party or is subject, any agreement or contract of the Company, or, to the
        Company’s knowledge, a violation of any statute, law, regulation or order, or an
        event which results in the creation of any lien, charge or encumbrance upon
        any
        asset of the Company. 

      


      3.11.
        Registration
        Rights.
        Except
        as provided in the Investor Rights Agreement, the Company is not under any
        obligation to register under the 1933 Act any of its currently outstanding
        securities nor is the Company obligated to register or qualify any such
        securities under any state securities or blue sky laws. 

      


      3.12.
        Title
        to Property and Assets.
        The
        Company owns its properties and assets free and clear of all mortgages, deeds
        of
        trust, liens, encumbrances and security interests except for statutory liens
        for
        the payment of current taxes that are not yet delinquent and liens, encumbrances
        and security interests which arise in the ordinary course of business and
        which
        do not affect material properties and assets of the Company. With respect
        to the
        property and assets it leases, the Company is in material compliance with
        such
        lease and, to the Company’s knowledge, the Company holds valid leasehold
        interests in such assets free of any liens, encumbrances, security interests
        or
        claims of any party other than the lessors of such property and assets.


      


      3.13.
        ERISA
        Plans.
        The
        Company does not have any Employee Pension Benefit Plan as defined in Section
        3
        of the Employee Retirement Income Security Act of 1974, as amended.


       

      3.14.
        Insurance.
        The
        Company has in full force and effect fire, casualty and liability insurance
        policies, in such amounts (subject to reasonable deductibles) as are carried
        by
        similar companies. 

      


      3.15.
        Certificate;
        Bylaws.
        The
        Company Certificate and the Bylaws of the Company are in the form previously
        provided to counsel to INFN. 

      


      3.16.
        Labor
        Agreements and Actions.
        The
        Company is not bound by or subject to any contract, commitment or arrangement
        with any labor union, and to the Company’s knowledge, no labor union has
        requested, sought or attempted to represent any employees, representatives
        or
        agents of the Company. There is no strike or other labor dispute involving
        the
        Company pending nor, to the Company’s knowledge, threatened, nor is the Company
        aware of any labor organization activity involving its employees. The Company
        is
        not aware that any officer or employee intends to terminate their employment
        with the Company, nor does the Company have any present intention to terminate
        the employment of any of its officers or employees.

       

      
        
          
          

        

        
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      3.17.
        Environmental
        Matters.
        To the
        Company’s knowledge, the Company is not in violation of any applicable statute,
        law or regulation relating to the environment or occupational health and
        safety,
        and to the Company’s knowledge, no material expenditures are or will be required
        in order to comply with any such statute, law or regulation.

      


      3.18.
        Interested
        Party Transactions.
        No
        officer or director of the Company or any “affiliate”
or
        “associate”
(as
        those terms are defined in Rule 405 promulgated under the 1933 Act) of any
        such
        person has had, either directly or indirectly, a material interest in: (i)
        any
        person or entity which purchases from or sells, licenses or furnishes to
        the
        Company any goods, property, technology, intellectual or other property rights
        or services; or (ii) any contract or agreement to which the Company is a
        party
        or by which it may be bound or affected.

      


      3.19.
        Stock
        Restriction Agreements.
        Each
        person who, pursuant to any benefit, bonus or incentive plan of the Company,
        holds any currently outstanding shares of common stock or other securities
        of
        the Company or any option, warrant or right to acquire such shares or other
        securities, has entered into or is otherwise bound by, an agreement granting
        the
        Company (i) the right to repurchase the shares for the original purchase
        price
        (or such other price approved by the Board of Directors of the Company (the
        “Board”),
        or to
        cancel the option, warrant or right, in the event the holder’s employment or
        services with the Company terminate for any reason, subject to release of
        such
        repurchase or cancellation right on terms and conditions specified by the
        Board
        and (ii) a right of first refusal with respect to all such shares. The Company
        has furnished to special counsel to INFN true and complete copies of the
        forms
        of all such stock restriction agreements. All options granted under the Plan
        will vest over a four (4) year period with 25% vesting twelve (12) months
        after
        the date of grant and the balance will vest ratably over the ensuing 36
        months.

      


      3.20.
        Tax
        Elections.
        The
        Company has not elected pursuant to the Internal Revenue Code of 1986, as
        amended (the “Code”),
        to be
        treated as an “S”
        corporation or a collapsible corporation pursuant to Section 341(f) or Section
        1362(a) of the Code, nor has it made any other elections pursuant to the
        Code
        (other than elections which relate solely to matters of accounting, depreciation
        or amortization) which would have a material affect on the Company, its
        financial condition, its business as presently conducted or presently proposed
        to be conducted or any of its properties or material assets. 

      


      3.21.Qualified
        Small Business Stock.
        As of
        the Closing, the Purchased Shares sold hereunder constitute “qualified
        small business stock”
as
        defined in Section 1202(c) of the Code. The Company will use reasonable efforts
        (as determined in relation to the potential benefits to the Company’s
        stockholders) to comply with the reporting and record keeping requirements
        of
        Section 1202 of the Code and any regulations promulgated thereby. 

      


      3.22.
        Disclosure.
        This
        Agreement and the Exhibits hereto (when read together) do not contain any
        untrue
        statement of a material fact and do not omit to state a material fact necessary
        to make the statements therein or herein not misleading in light of the
        circumstances under which they were made.

      


      3.23.
        Investment
        Company Act.
        The
        Company is not an “investment
        company”
within
        the meaning of the Investment Company Act of 1940, as amended. 

       

      
        
          
          

        

        
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      3.24.
        Financial Statements. The unaudited balance sheet and
        statements of operations and cash flows as of and for the period date of
        inception of the Company through date of execution of this Agreement (the
        “Financial
        Statements”),
        have
        been prepared in accordance with U.S. Generally Accepted Accounting Principles
        (“GAAP”)
        applied on a consistent basis throughout the relevant period, except that
        the
        unaudited Financial Statements do not contain the footnotes required by GAAP.
        The Financial Statements fairly present the financial condition and operating
        results of the Company as of the dates, and for the periods, indicated therein,
        subject to normal year-end audit adjustments. Except as set forth in the
        Financial Statements, the Company has no liabilities, contingent or otherwise,
        other than (i) liabilities incurred in the ordinary course of business
        subsequent to the date of the Financial Statements and (ii) obligations under
        contracts and commitments incurred in the ordinary course of business and
        not
        required under GAAP to be reflected in the Financial Statements, which,
        individually or in the aggregate, are not material to the financial condition
        or
        operating results of the Company

      


      3.25.
        Absence
        of Certain Changes.
        Since
        the Company’s formation, there has not been any event or condition of any
        character which has had a Material Adverse Effect including, but not limited
        to:

      


      (a)
        any
        change in the assets, liabilities, financial condition or operating results
        of
        the Company from the Financial Statements, except changes in the ordinary
        course
        of business which have not in the aggregate had a Material Adverse Effect;
        

      


      (b)
        any
        damage, destruction, or loss, whether or not covered by insurance, materially
        and adversely affecting the assets, financial condition, properties, operating
        results or business of the Company;

      


      (c)
        any
        change or amendment to any contract with expected receipts or expenditures
        in
        excess of $10,000 by which the Company or any of its assets or properties
        is
        bound or subject; 

      


      (d)
        any
        satisfaction or discharge of any lien, claim or encumbrance or payment of
        any
        obligation by the Company, except a satisfaction, discharge or payment made
        in
        the ordinary course of business that it is not material to the assets,
        properties, financial condition, operating results or business of the Company;
        

      


      (e)
        any
        sale, assignment or transfer of any patents, trademarks, copyrights, trade
        secrets or other intangible assets, except a sale, assignment or transfer
        made
        in the ordinary course of business or that is not otherwise material to the
        assets, properties, financial condition, operating results or business of
        the
        Company;

      


      (f)
        any
        waiver by the Company of a valuable right or of a material  

      debt
        owed
        to it;

      


      (g)
        any
        material change in any compensation arrangement or agreement with any
        employee;

       

      
        
          
          

        

        
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      (h)
        any
        resignation or termination of employment of any key officer of the Company;
        and
        the Company, to its knowledge, does not know of the impending resignation
        or
        termination of employment of any such officer; 

      


      (i)
        receipt of notice that there has been a loss of, or material order cancellation
        by, any major customer of the Company; 

      


      (j)
        any
        mortgage, pledge, transfer of a security interest, lien, charge or encumbrance,
        with respect to any of the Company’s material properties or assets, except liens
        for taxes not yet due or payable; 

      


      (k)
        any
        loans or guarantees made by the Company to or for the benefit of its employees,
        officers or directors, or any members of their immediate families, other
        than
        travel advances and other advances made in the ordinary course of its business;
        

      


      (l)
        any
        declaration, setting aside or payment or other distribution in respect of
        any of
        the Company’s capital stock, or any direct or indirect redemption, purchase or
        other acquisition of any of such stock by the Company; 

      


      (m)
        to
        the Company’s knowledge, any other event or condition of any character that
        could reasonably be anticipated to have a Material Adverse Effect; 

      


      (n)
        the
        issuance of any equity securities of the Company except for options for Common
        Stock issued under the Plan; or 

      


      (o)
        any
        agreement or commitment by the Company to do any of the things described
        in this
        Section 3.25.
        

      


      For
        purposes of this Agreement, “Material
        Adverse Effect”
shall
        mean a material adverse effect on the business, property, financial condition,
        prospects or results of operations of the Company. 

      


      3.26.
        Taxes.
        The
        Company has timely filed or has obtained presently effective extensions with
        respect to all federal, state, county, local and foreign tax returns which
        are
        required to be filed by it. All filed returns are true and correct in all
        material respects and all taxes shown thereon to be due have been timely
        paid
        with exceptions not material to the Company. 

       

      3.27.
        Material
        Contracts and Obligations; Actions.
        Section
        3.26 of the Schedule of Exceptions lists all contracts and agreements (a)
        with
        expected receipts or expenditures in excess of $10,000, (b) involving a license
        or grant of rights to or from the Company involving Proprietary Assets or
        other
        proprietary information applicable to the business of the Company, (c) providing
        for indemnification by the Company with respect to infringements of Proprietary
        Assets, (d) between the Company and any officer, director or 5% or greater
        shareholder, or (e) involving any loans or advances by the Company to any
        officer, director or employee which are outstanding as of the date of the
        Closing. All such contracts and agreements are legally binding, valid, and
        in
        full force and effect in all material respects. The Company has not (w) declared
        or paid any dividends or authorized or made any distribution
        upon or
        with respect to any class or series of its capital stock, (x) incurred any
        indebtedness for money borrowed or any other liabilities individually in
        excess
        of $10,000 or, in the case of indebtedness and/or liabilities individually
        less
        than $10,000, in excess of $20,000 in the aggregate, (y) made any loans or
        advances to any person, other than ordinary advances for travel expenses,
        or (z)
        sold, exchanged or otherwise disposed of any of its assets or rights, other
        than
        the sale of its inventory in the ordinary course of business. For the purposes
        of this section, all indebtedness, liabilities, agreements, understandings,
        instruments, contracts and proposed transactions involving the same person
        or
        entity (including persons or entities the Company has reason to believe are
        affiliated therewith) shall be aggregated for the purpose of meeting the
        individual minimum dollar amounts. 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      3.28.
        Books
        and Records.
        The
        minute books of the Company contain complete and accurate records of all
        meetings and other corporate actions of its shareholders and its Board of
        Directors and committees thereof. The stock ledger of the Company is complete
        and reflects all issuances, transfers, repurchases and cancellations of shares
        of capital stock of the Company. Except for amendments necessary to satisfy
        representations and warranties or conditions contained herein (the form of
        which
        amendments has been approved by INFN), the Company Certificate and Bylaws
        of the
        Company are in the form previously provided to special counsel for the
        INFN.

      


      4.
        REPRESENTATIONS,
        WARRANTIES AND CERTAIN AGREEMENTS OF
        INVESTOR.
        INFN
        hereby represents and warrants to, and agrees with, the Company, severally
        and
        not jointly, as of the Closing that: 

      


      4.1.
        Authorization.
        This
        Agreement constitutes INFN’s valid and legally binding obligation, enforceable
        in accordance with its terms except as may be limited by (i) applicable
        bankruptcy, insolvency, reorganization or other laws of general application
        relating to or affecting the enforcement of creditors’ rights generally and (ii)
        the effect of rules of law governing the availability of equitable remedies.
        INFN represents that it has full power and authority to enter into this
        Agreement, and the Related Agreements. 

      


      4.2.
        Purchase
        for Own Account.
        The
        Purchased Shares to be purchased by INFN hereunder will be acquired for
        investment for its own account, not as a nominee or agent, and not with a
        view
        to the public resale or distribution thereof within the meaning of the 1933
        Act,
        and INFN has no present intention of selling, granting any participation
        in, or
        otherwise distributing the same. INFN also represents that it has not been
        formed for the specific purpose of acquiring Purchased Shares. 

      


      4.3.
        Disclosure
        of Information.
        At no
        time was INFN presented with or solicited by any publicly issued or circulated
        newspaper, mail, radio, television or other form of general advertising or
        solicitation in connection with the offer, sale and purchase of the Purchased
        Shares. INFN has received or has had full access to all the information it
        considers necessary or appropriate to make an informed investment decision
        with
        respect to the Purchased Shares to be purchased by it under this Agreement.
        INFN
        further has had an opportunity to ask questions and receive answers from
        the
        Company regarding the terms and conditions of the offering of the Purchased
        Shares and to obtain additional information (to the extent the Company
        possessed such information or could acquire it without unreasonable effort
        or
        expense) necessary to verify any information furnished to INFN or to which
        INFN
        had access. The foregoing, however, does not in any way limit or modify the
        representations and warranties made by the Company in Section
        3.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      4.4.
        Investment
        Experience.
        INFN
        understands that the purchase of the Purchased Shares involves substantial
        risk.
        INFN: (i) has experience as an investor in securities of companies in the
        development stage and acknowledges that INFN is able to fend for itself,
        can
        bear the economic risk of its investment in the Purchased Shares and has
        such
        knowledge and experience in financial or business matters that INFN is capable
        of evaluating the merits and risks of this investment in the Purchased Shares
        and protecting its own interests in connection with this investment and/or
        (ii)
        has a preexisting personal or business relationship with the Company and
        certain
        of its officers, directors or controlling persons of a nature and duration
        that
        enables INFN to be aware of the character, business acumen and financial
        circumstances of such persons. INFN represents that the office in which its
        investment decision was made is located at the address on Exhibit
        A.

      


      4.5.
        Intentionally
        left blank.

      


      4.6.
        Regulation
        S Representations and Restrictions.
        INFN is
nota
        United
        States Person as defined in Rule 902(k) of Regulation S under the Securities
        Act
        of 1933. The offer and sale of the Purchased Shares to INFN was made in an
        offshore transaction (as defined in Rule 902(h) of Regulation S), no directed
        selling efforts (as defined in Rule 902(c) of Regulation S) were made in
        the
        United States, and INFN is not acquiring the Purchased Shares for the account
        or
        benefit of any U.S. Person and:

      


      (a)
        will
        not, during the Restricted Period applicable to the Purchased Shares set
        forth
        in the legend below and to any certificate representing the Purchased Shares,
        offer or sell any of the foregoing securities (or create or maintain any
        derivative position equivalent thereto) in the United States, to or for the
        account or benefit of a United States Person or other than in accordance
        with
        Regulation S; and 

      


      (b)
        will,
        after the expiration of the applicable Restricted Period, offer, sell, pledge
        or
        otherwise transfer the Purchased Shares (or create or maintain any derivative
        position equivalent thereto) only pursuant to registration under the 1933
        Act or
        any available exemption therefrom and, in any case, in accordance with
        applicable state securities laws. 

      


      INFN
        acknowledges and agrees that the Company shall not register the transfer
        of the
        Purchased Shares in violation of these restrictions. 

      


      4.7.
        Restricted
        Securities.
        INFN
        understands that the Purchased Shares are characterized as “restricted
        securities”
under
        the 1933 Act inasmuch as they are being acquired from the Company in a
        transaction not involving a public offering and that under the 1933 Act and
        applicable regulations thereunder such securities may be resold without
        registration under the 1933 Act only in certain limited circumstances. In
        this
        connection, INFN represents that it is familiar with Rule 144 of the U.S.
        Securities and Exchange Commission (the “SEC”),
        as
        presently in effect, and understands the resale limitations imposed thereby
        and
        by the 1933 Act.
        INFN
        understands that the Company is under no obligation to register any of the
        securities sold hereunder except as provided in the Investor Rights Agreement.
        INFN understands that no public market now exists for any of the Purchased
        Shares and that it is uncertain whether a public market will ever exist for
        the
        Purchased Shares. 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

      4.8.
        Further
        Limitations on Disposition.
        Without
        in any way limiting the representations set forth above, INFN further agrees
        not
        to make any disposition of all or any portion of the Purchased Shares unless
        and
        until: 

      


      (a)
        there
        is then in effect a registration statement under the 1933 Act covering such
        proposed disposition and such disposition is made in accordance with such
        registration statement; or 

      


      (b)
        INFN
        shall have notified the Company of the proposed disposition and shall have
        furnished the Company with a statement of the circumstances surrounding the
        proposed disposition, and, if requested by the Company, at the expense of
        INFN
        or its transferee, with an opinion of counsel, reasonably satisfactory to
        the
        Company, that such disposition will not require registration of such securities
        under the 1933 Act. 

      


      Notwithstanding
        the provisions of paragraphs (a) and (b) above, no such registration statement
        or opinion of counsel shall be required: (i) for any transfer of any Purchased
        Shares in compliance with SEC Rule 144 or Rule 144A, or (ii) for any transfer
        of
        any Purchased Shares by an Investor that is a partnership or a corporation
        to
        (A) a partner of such partnership or stockholder of such corporation, (B)
        a
        controlled affiliate of such partnership or corporation, (C) a retired partner
        of such partnership who retires after the date hereof, (D) the estate of
        any
        such partner or stockholder, or (iii) for the transfer by gift, will or
        intestate succession by any Investor to his or her spouse or lineal descendants
        or ancestors or any trust for any of the foregoing; provided
        that in
        each of the foregoing cases the transferee agrees in writing to be subject
        to
        the terms of this Section 4 to the same extent as if the transferee were
        an
        original Investor hereunder. 

      


      4.9.
        Legends.
        It is
        understood that the certificates evidencing the Purchased Shares will bear
        the
        legends set forth below: 

      


      (a)
        THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED (THE “ACT”),
        OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES
        ARE
        SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
        OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES
        LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
        AWARE
        THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
        FOR AN
        INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
        OPINION
        OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT
        THAT
        ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
        STATE SECURITIES LAWS.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      The
        legend set forth in (a) above shall be removed by the Company from any
        certificate evidencing Purchased Shares upon delivery to the Company of an
        opinion by counsel, reasonably satisfactory to the Company, that a registration
        statement under the 1933 Act is at that time in effect with respect to the
        legended security or that such security can be freely transferred in a public
        sale without such a registration statement being in effect and that such
        transfer will not jeopardize the exemption or exemptions from registration
        pursuant to which the Company issued the Purchased Shares. 

      


      4.10.
        Foreign
        Investors.
        If
        Investor is not a United States Person, INFN hereby represents that it has
        satisfied itself as to the full observance of the laws of its jurisdiction
        in
        connection with the acquisition of the Purchased Shares, including (i) the
        legal
        requirements within its jurisdiction for the acquisition of the Purchased
        Shares, (ii) any foreign exchange restrictions applicable to such acquisition,
        (iii) any governmental or other consents that may need to be obtained, and
        (iv)
        the income tax and other tax consequences, if any, that may be relevant to
        the
        purchase, holding, redemption, sale or other transfer of the Purchased Shares.
        INFN’s acquisition of and continued beneficial or legal ownership of the
        Purchased Shares, will not violate any applicable securities or other laws
        of
        its jurisdiction. In addition, it is understood that the certificates evidencing
        the Purchased Shares issued to Investor that are not United States persons
        will
        bear the legends set forth below: 

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES
        AND EXCHANGE COMMISSION, AND THE COMPANY DOES NOT INTEND TO REGISTER THEM.
        PRIOR
        TO MARCH 7, 2006, THE SHARES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING
        A
        SHORT POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS
        AS
        DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS,
        UNLESS
        THE SHARES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE ACT IS AVAILABLE. PURCHASERS OF SHARES PRIOR TO MARCH
        7,
        2006, MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION
        FROM REGISTRATION
        UNDER THE ACT OR OTHERWISE IN ACCORDANCE
        WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED
        OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING
        ON
        THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S)
        IN
        SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS
        INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
        THE
        ACT. A HOLDER OF THE SECURITIES
        WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL,
        IN ADDITION, CANNOT PRIOR TO MARCH 7, 2006 RESELL THE SECURITIES TO A U.S.
        PERSON AS DEFINED BY RULE 902(k) OF REGULATION
        S UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM
        REGISTRATION UNDER THE ACT IS AVAILABLE. 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      5.
        CONDITIONS
        TO INVESTOR’S OBLIGATIONS AT CLOSING.
        The
        obligations of INFN under Section 2.1
        of this
        Agreement are subject to the fulfillment or waiver, on or before the Closing,
        of
        each of the following conditions, the waiver of which shall not be effective
        against any Investor who does not consent to such waiver, which consent may
        be
        given by written, oral or telephone communication to the Company, its counsel
        or
        to special counsel to INFN: 

      


      5.1.
        Representations
        and Warranties True.
        Each of
        the representations and warranties of the Company contained in Section
3
        shall be
        true and complete on and as of the Closing with the same effect as though
        such
        representations and warranties had been made on and as of the date of the
        Closing. 

      


      5.2.
        Performance.
        The
        Company shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Closing and shall have obtained all
        approvals, consents and qualifications necessary to complete the purchase
        and
        sale described herein. 

      


      5.3.
        Company
        Certificate Effective.
        The
        Company Certificate shall have been duly adopted by the Company by all necessary
        corporate action of its Board and stockholders, and shall have been duly
        filed
        with and accepted by the Secretary of State of the State of Delaware.


      


      5.4.
        Compliance
        Certificate.
        The
        Company shall have delivered to INFN at the Closing a certificate signed
        on its
        behalf by its President, Chief Executive Officer, or Chief Financial Officer
        certifying that the conditions specified in Sections 5.1,
        5.2,
        5.3
        and
5.8
        have
        been fulfilled and stating that there shall have been no material adverse
        change
        in the business, financial condition, or assets of the Company not previously
        disclosed to INFN in writing. 

      


      5.5.
        Securities
        Exemptions.
        The
        offer and sale of the Purchased Shares to INFN pursuant to this Agreement
        shall
        be exempt from the registration and/or qualification requirements of the
        1933
        Act and all applicable state securities laws. 

      


      5.6.
        Proceedings
        and Documents.
        All
        corporate and other proceedings in connection with the transactions contemplated
        at the Closing and all documents incident thereto shall be reasonably
        satisfactory in form and substance to INFN and to INFN’s special counsel, and
        they shall each have received all such counterpart originals and certified
        or
        other copies of such documents as they may reasonably request. Such documents
        shall include (but not be limited to) the following: 

      


      (a)
        Certified
        Charter Documents.
        A copy
        of the Company Certificate and the Bylaws of the Company (as amended through
        the
        date of the Closing), certified by the Secretary of the Company as true and
        correct copies thereof as of the Closing. 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

      

      (b)
        Corporate
        Actions.
        A copy
        of the resolutions of the Board and, if required, the stockholders of the
        Company evidencing the approval of the Company Certificate, providing for
        the
        approval of this Agreement and the Related Agreements, the issuance of the
        Purchased Shares and the other matters contemplated hereby. 

      


      (c)
        Secretary’s
        Incumbency Certificate.
        A
        certificate of the Secretary or an Assistant Secretary or other officer of
        the
        Company certifying the names of the officers of the Company authorized to
        sign
        this Agreement, the certificates for the Purchased Shares and the other
        documents, instruments or certificates to be delivered pursuant to this
        Agreement by the Company or any of its officers, together with the true
        signatures of such officers. 

      


      (d)
        Good
        Standing Certificates.
        Good
        standing certificates issued by the Delaware Secretary of State dated within
        five (5) days of the Closing. 

      


      5.7.
        Bylaws.
        The
        Bylaws of the Company shall be in the form previously presented to special
        counsel to INFN and shall provide that the authorized number of members of
        the
        Board of the Company shall be 3 persons. 

      


      5.8.
        No
        Material Change.
        There
        shall have been no material adverse change in the business, financial condition,
        prospects or assets of the Company, since the Balance Sheet Date. Additionally,
        there shall have been no pending or threatened litigation against the Company
        or
        any of its assets, including but not limited to its Proprietary Assets.


      


      5.9.
        Investor
        Rights Agreement.
        The
        Company shall have executed and delivered the Investors’ Rights Agreement.


      


      5.10.
        First
        Refusal Agreement.
        The
        Company shall have executed and delivered the First Refusal Agreement.


      


      5.11
        Voting
        Agreement.
        The
        Company shall each executed the Voting  Agreement.

       
        

      5.12 Payment
        of Expenses.
        The
        Company shall have paid the fees and expenses identified in Section 7.8
        of this
        Agreement.

      


      6.
        CONDITIONS
        TO THE COMPANY’S OBLIGATIONS AT CLOSING.
        The
        obligations of the Company to INFN under this Agreement are subject to the
        fulfillment or waiver on or before the Closing of each of the following
        conditions by INFN: 

      


      6.1
        .Representations
        and Warranties.
        The
        representations and warranties of INFN contained in Section 4
        shall be
        true and complete on the date of the Closing with the same effect as though
        such
        representations and warranties had been made on and as of the Closing.


      


      6.2.
        Payment
        of Purchase Price.
        INFN
        shall have delivered to the Company the purchase price specified for INFN
        on
Exhibit
        A
        in
        accordance with the provisions of Section 2. 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

      

      6.3.
        Company
        Certificate Effective.
        The
        Company Certificate shall have been duly adopted by the Company by all necessary
        corporate action of its Board and stockholders, and shall have been duly
        filed
        with and accepted by the Secretary of State of the State of Delaware.


      


      6.4.
        Securities
        Exemptions.
        The
        offer and sale of the Purchased Shares to INFN pursuant to this Agreement
        shall
        be exempt from the registration requirements of the 1933 Act, the qualifications
        requirements of the Law and the registration and/or qualification requirements
        of all other applicable state securities laws. 

      


      7.
        GENERAL
        PROVISIONS.

      


      7.1.
        Warranties;
        Survival.

      


      (a)
        The
        representations, warranties and covenants of the Company contained in or
        made
        pursuant to this Agreement shall survive the execution and delivery of this
        Agreement and the Closing and shall in no way be affected by any investigation
        of, or knowledge with respect to, the subject matter thereof made by or on
        behalf of INFN or its counsel. 

      


      (b)
        The
        representations, warranties and covenants of INFN contained in or made pursuant
        to this Agreement shall survive the execution and delivery of this Agreement
        and
        the Closing and shall in no way be affected by any investigation of, or
        knowledge with respect to, the subject matter thereof made by or on behalf
        of
        any of the Company or its counsel. 

      


      7.2.
        Successors
        and Assigns.
        Except
        as otherwise provided in this Agreement, this Agreement, and the rights and
        obligations of the parties hereunder, will be binding upon and inure to the
        benefit of their respective successors, assigns, heirs, executors,
        administrators and legal representatives. 

      


      7.3.
        Governing
        Law.
        This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of Delaware, without giving effect to that body of laws pertaining
        to
        conflict of laws. 

      


      7.4.
        Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed and delivered will be deemed an original, and all of which together
        shall constitute one and the same agreement. 

      


      7.5.
        Titles
        and Headings.
        The
        titles, captions and headings of this Agreement are included for ease of
        reference only and will be disregarded in interpreting or construing this
        Agreement. Unless otherwise specifically stated, all references herein to
        “sections”
and
        “exhibits”
will
        mean “sections”
and
        “exhibits”
to
        this
        Agreement. 

       

      7.6.
        Notices.
        Any and
        all notices required or permitted to be given to a party pursuant to the
        provisions of this Agreement will be in writing and will be effective and
        deemed
        to provide such party sufficient notice under this Agreement on the earliest
        of
        the following:

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

      (i)
        at
        the time of personal delivery, if delivery is in person; (ii) at the time
        of
        transmission by facsimile, addressed to the other party at its facsimile
        number
        specified herein (or hereafter modified by subsequent notice to the parties
        hereto), with confirmation of receipt made by printed confirmation sheet
        verifying successful transmission of the facsimile; (iii) one (1) business
        day
        after deposit with an express overnight courier for United States deliveries,
        or
        two (2) business days after such deposit for deliveries outside of the United
        States, with proof of delivery from the courier requested; or (iv) three
        (3)
        business days after deposit in the United States mail by certified mail (return
        receipt requested) for United States deliveries. 

       

      All
        notices for delivery outside the United States will be sent by facsimile
        or by
        express courier. Notices by facsimile shall be machine verified as received.
        All
        notices not delivered personally or by facsimile will be sent with postage
        and/or other charges prepaid and properly addressed to the party to be notified
        at the address or facsimile number as follows, or at such other address or
        facsimile number as such other party may designate by one of the indicated
        means
        of notice herein to the other parties hereto as follows: 

      


      (a)
        if to
        INFN, at INFN’s respective address as set forth on Exhibit
        A
        hereto.

      


      (b)
        if to
        the Company, marked “Attention:
        James Bacchus, President and
        CEO”,
        at 12
        Kentshire Ct., Wilmington, Delaware 19807. 

      


      7.7.
        No
        Finder’s Fees.
        Each
        party represents that it neither is nor will be obligated for any finder’s or
        broker’s fee or commission in connection with this transaction other than the
        obligations of the Company pursuant to the Consulting Agreements. INFN agrees
        to
        indemnify and to hold harmless the Company from any liability for any commission
        or compensation in the nature of a finders’ or broker’s fee (and any asserted
        liability) for which the Investor or any of its officers, partners, employees,
        or representatives is responsible. The Company agrees to indemnify and hold
        harmless INFN from any liability for any commission or compensation in the
        nature of a finder’s or broker’s fee (and any asserted liability) for which the
        Company or any of its officers, employees or representatives is
        responsible.

      


      7.8.
        Costs,
        Expenses.
        Each
        party shall bear its own expenses, including reasonable legal fees and costs
        related to this transaction.

      


      7.9.
        Amendments
        and Waivers.
        Any
        term of this Agreement may be amended and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively), only with the written consent of the Company.
        Any amendment or waiver effected in accordance with this Section 7.9 shall
        be
        binding upon each holder of any Purchased Shares at the time outstanding,
        each
        future holder of such securities, and the Company; provided,
        however,
        that no
        condition set forth in Section 5.1
        may be
        waived with respect to any Investor who does not consent thereto. No delay
        or
        failure to require performance of any provision of this Agreement shall
        constitute a waiver of that provision as to that or any other instance. No
        waiver granted under this Agreement as to any one provision herein shall
        constitute a subsequent waiver of such provision or of any other provision
        herein, nor shall it constitute the waiver of any performance other than
        the
        actual performance specifically waived. 

       

      
        
          
          

        

        
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      7.10.
        Severability.
        If any
        provision of this Agreement is determined by any court or arbitrator of
        competent jurisdiction to be invalid, illegal or unenforceable in any respect,
        such provision will be enforced to the maximum extent possible given the
        intent
        of the parties hereto. If such clause or provision cannot be so enforced,
        such
        provision shall be stricken from this Agreement and the remainder of this
        Agreement shall be enforced as if such invalid, illegal or unenforceable
        clause
        or provision had (to the extent not enforceable) never been contained in
        this
        Agreement. Notwithstanding the forgoing, if the value of this Agreement based
        upon the substantial benefit of the bargain for any party is materially
        impaired, which determination as made by the presiding court or arbitrator
        of
        competent jurisdiction shall be binding, then both parties agree to substitute
        such provision(s) through good faith negotiations. 

      


      7.11.
        Entire
        Agreement.
        This
        Agreement, the Related Agreements and the exhibits hereto (but not including
        any
        other documents delivered pursuant to this Agreement or any Related Agreement
        that is not signed by each party hereto), constitute the entire agreement
        and
        understanding of the parties with respect to the subject matter of this
        Agreement, and supersede any and all prior understandings and agreements,
        whether oral or written, between or among the parties hereto with respect
        to the
        specific subject matter hereof. Investor is not relying on any representation
        of
        the Company other than those made herein, including the exhibits hereto and
        in
        the Related Agreements.

      


      7.12.
        Further
        Assurances.
        The
        parties agree to execute such further documents and instruments and to take
        such
        further actions as may be reasonably necessary to carry out the purposes
        and
        intent of this Agreement. 

      


      7.13.
        Adjustments
        for Stock Splits, Etc. Wherever
        in this Agreement there is a reference to a specific number of shares of
        Common
        Stock or Preferred Stock of the Company of any class or series or dollar
        amount
        per share, then, upon the occurrence of any subdivision, combination, stock
        dividend or recapitalization of such class or series of stock, the specific
        number of shares or dollar amount per share so referenced in this Agreement
        shall automatically be proportionally adjusted to reflect the affect on the
        outstanding shares of such class or series of stock by such subdivision,
        combination, stock dividend or recapitalization. 

      


      7.14.
        Facsimile
        Signatures.
        This
        Agreement may be executed and delivered by facsimile and upon such delivery
        the
        facsimile signature will be deemed to have the same effect as if the original
        signature had been delivered to the other party.

      


      7.15.
        Third
        Parties.
        Nothing
        in this Agreement, express or implied, is intended to confer upon any person,
        other than the parties hereto and their successors and assigns, any rights
        or
        remedies under or by reason of this Agreement. 

      


      7.16.
        Costs
        and Attorneys’ Fees.
        In the
        event that any action, suit or other proceeding is instituted concerning
        or
        arising out of this Agreement or any transaction contemplated hereunder,
        each
        party shall bear its own costs and attorneys’ fees incurred in each such action,
        suit or other proceeding, including any and all appeals or petitions therefrom.
        

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

         

      

      7.17.
        Waiver
        of Conflict of Interest.
        INFN
        and the Company is aware that Gerard N. Casale, Esq. of Casale Alliance,
        LLP
        (“Casale
        Alliance”)
        may
        have previously
        performed and may continue to perform certain legal services for certain
        of INFN
        or its affiliates in matters unrelated to Casale Alliance’s representation of
        the Company. In connection with its Investor representation, Casale Alliance
        may
        have obtained confidential information of INFN’s that could be material to his
        representation of the Company in connection with negotiation, execution and
        performance of this Agreement. By signing this Agreement, INFN and the Company
        hereby acknowledges that the terms of this Agreement were negotiated between
        INFN and the Company and are fair and reasonable and waives any potential
        conflict of interest arising out of such representation or such possession
        of
        confidential information. INFN and the Company further represents that it
        has
        had the opportunity to be, or has been, represented by independent counsel
        in
        giving the waivers contained in this Section 7.17.

      


      [Signature
        Page Follows]

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

      

      In
        Witness Whereof,
        the
        parties hereto have executed this Common Stock Purchase Agreement as of the
        date
        first written above. 

      


      DIGITAL
        PRESENCE, INC.

      


      By:
        ________________________________

      


      Name:
        James Bacchus

      Title:
        President and Chief Executive Officer

      


      INVESTOR:

      


      INNFONE.COM,
        INCORPORATED

      


      By:
        ________________________________

      


      Name:
        Alex Lightman

      Title:
        Chief Executive Officer

      


      [SIGNATURE
        PAGE TO COMMON STOCK PURCHASE AGREEMENT]

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

      

      COMMON
        STOCK PURCHASE AGREEMENT

      


      LIST
        OF EXHIBITS

      


      


      
        	
                Exhibit
                  A -

              	
                Schedule
                  of Investors

              
	
                 

              	 
	
                Exhibit
                  B -

              	
                Schedule
                  of Exceptions

              
	
                 

              	 
	
                Exhibit
                  C -

              	
                Form
                  of Investor Rights Agreement

              
	
                 

              	 
	
                Exhibit
                  D -

              	
                Form
                  of Right of First Refusal and Co-Sale Agreement

              
	
                 

              	 
	
                Exhibit
                  E -

              	
                Form
                  of Voting Agreement

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
        A

      


      Schedule
        of Investors

      


      
        	
                Investor

              	 	
                Shares Purchased

              	 	
                Additional Shares

              	 	
                Aggregate
                  Purchase Price

              	 	
                Additional
                  Shares Aggregate
                  Purchase Price

              
	 	 	 	 	 	 	 	 	 
	
                Innofone.com,
                  Incorporated

                1431
                  Ocean Ave.

                #1100,

                Santa
                  Monica, CA

                90401

              	 	
                666,667

              	 	 	 	
                $300,000

              	 	 
	 	 	 	 	 	 	 	 	 
	
                TOTALS:

              	 	 	 	 	 	 	 	 


      

      


      
        
          
          

        

        
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