THIS
        NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
        COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
        FOR
        SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO INNOFONE.COM, INCORPORATED THAT SUCH REGISTRATION IS NOT
        REQUIRED.

    

     

    
      	
              Principal
                Amount: $1,000,000.00

            	
              Issue
                Date: January 16, 2007

            
	
              Purchase
                Price: $800,000.00

            	 


    

    


    NOTE

    


    FOR
      VALUE
      RECEIVED, INNOFONE.COM, INCORPORATED, a Nevada corporation (hereinafter called
      "Borrower"), hereby promises to pay to LAKEWOOD GROUP LLC, 152 West
      57th
      Street,
      54th
      Floor,
      New York, NY 10019, Fax: (732) 364-3555 (the "Holder") or order, without demand,
      the sum of One Million Dollars ($1,000,000.00), without interest accruing
      thereon, on September 16, 2007 (the "Maturity Date"), if not sooner
      paid.

    


    This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower and the Holder, dated of even date herewith (the “Subscription
      Agreement”), and shall be governed by the terms of such Subscription Agreement.
      Unless otherwise separately defined herein, all capitalized terms used in this
      Note shall have the same meaning as is set forth in the Subscription Agreement.
      The following terms shall apply to this Note:

    


    ARTICLE
      I

    


    INTEREST;
      AMORTIZATION

    


    1.1 Default
      Interest Rate.
      Following the Maturity Date (accelerated or otherwise), the annual interest
      rate
      on this Note shall (subject to Section 4.7) be fifteen percent (15%) and
      calculated on a 360 day year.

    


    1.2 Monthly
      Principal Payments.
      Cash
      amortizing payments of the outstanding Principal Amount of this Note shall
      commence on the fifth month anniversary date of this Note and on the same day
      of
      each month thereafter (each a “Repayment Date”) until the Principal Amount has
      been repaid in full. On each Repayment Date, the Borrower shall make payments
      to
      the Holder in the amount of twenty-five percent (25%) of the Principal Amount,
      and any other amounts (the "Monthly Amount"). All payments received on this
      Note
      shall be applied first against outstanding fees and damages, then against
      accrued interest and then to Principal Amount. Any Principal Amount, interest
      and any other sum arising under the Subscription Agreement or any other
      Transaction Document that remains outstanding on the Maturity Date shall be
      due
      and payable on the Maturity Date.

    



    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    ARTICLE
      II

    


    OPTIONAL
      AND MANDATORY PREPAYMENT

    


    2.1. Optional
      Prepayment of Principal Amount.
      Provided an Event of Default or an event which with the passage of time or
      the
      giving of notice could become an Event of Default has not occurred, whether
      or
      not such Event of Default has been cured, until thirty (30) calendar days after
      the Issue Date, the Borrower will have the option of prepaying the outstanding
      Principal amount of this Note ("Optional Prepayment") and accrued interest
      (if
      any), in whole, by paying to the Holder a sum of money equal to 110% of the
      Purchase Price, together with accrued but unpaid interest thereon and any and
      all other sums due, accrued or payable to the Holder arising under this Note
      or
      any Transaction Document through the Redemption Payment Date as defined below
      (the "Redemption Amount"). Borrower’s election to exercise its right to prepay
      must be by notice in writing (“Notice of Redemption”). The Notice of Redemption
      shall specify the date for such Optional Redemption (the "Redemption Payment
      Date"), which date must be not later than three (3) business days after the
      date
      Notice of Redemption is served on Holder. On the Redemption Payment Date, which
      must be not later than thirty (30) calendar days after the Issue Date, the
      Redemption Amount shall be paid in good funds to the Holder. In the event the
      Borrower fails to pay the Redemption Amount on the Redemption Payment Date
      as
      set forth herein, then (i) such Notice of Redemption will be null and void,
      (ii)
      Borrower will not have the right to deliver another Notice of Redemption, and
      (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of
      Default. 

    


    2.2. Mandatory
      Prepayment.
      In the
      event the Borrower raises funds from the sale of debt instruments, equity or
      instruments convertible into equity in excess of $2,500,000 of gross proceeds
      (“Excess Proceeds”), then the Maturity Date of this Note with respect to an
      amount of Principal Amount equal to the Excess Proceeds shall be automatically
      accelerated to the fifth business day after the date the Borrower receives
      the
      actual or beneficial Excess Proceeds and the Borrower must use such Excess
      Proceeds to pay amounts payable under this Note.

    


    ARTICLE
      III

    


    EVENT
      OF DEFAULT

    


    The
      occurrence of any of the following events of default ("Event of Default") shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

    


    3.1 Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of principal, interest or other sum due
      under this Note when due and such failure continues for a period of five (5)
      business days after the due date.

    


    3.2 Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other term or condition of the
      Subscription Agreement or this Note in any material respect and such breach,
      if
      subject to cure, continues for a period of ten (10) business days after written
      notice to the Borrower from the Holder.

    


    3.3 Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, in the
      Subscription Agreement, or in any agreement, statement or certificate given
      in
      writing pursuant hereto or in connection therewith shall be false or misleading
      in any material respect as of the date made and the Closing Date.

    


    3.4 Receiver
      or Trustee.
      The
      Borrower shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed.

    



    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    3.5 Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any of its property or other assets for more than $200,000, and
      shall remain unpaid, unvacated, unbonded or unstayed for a period of forty-five
      (45) days.

    


    3.6 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower and if instituted against Borrower are
      not
      dismissed within 45 days of initiation.

    


    3.7 Delisting.
      Delisting of the Common Stock from any Principal Market; failure to comply
      with
      the requirements for continued listing on a Principal Market for a period of
      seven consecutive trading days; or notification from a Principal Market that
      the
      Borrower is not in compliance with the conditions for such continued listing
      on
      such Principal Market.

    


    3.8 Non-Payment.
      A
      default by the Borrower under any one or more obligations in an aggregate
      monetary amount in excess of $300,000 for more than twenty days after the due
      date, unless the Borrower is contesting the validity of such obligation in
      good
      faith and the Borrower has reserved and segregated liquid assets equal to the
      contested obligation.

    


    3.9 Stop
      Trade.
      An SEC
      or judicial stop trade order or trading market trading suspension with respect
      to Borrower’s Common Stock that lasts for five or more consecutive trading
      days.

    


    3.10 Pledgor
      Default.
      The
      Pledgor breaches any material covenant or other terms or conditions of the
      Stock
      Pledge Agreement in any material respect and such breach, if subject to cure,
      continues beyond any applicable cure period allowed pursuant to the Stock Pledge
      Agreement.

    


    3.11 Pledgor
      Breach.
      Any
      material representation or warranty of the Pledgor made in the Stock Pledgor
      agreement or in any certificate given in writing by Pledgor pursuant thereto
      shall be false or misleading in any material respect as of the date made and
      the
      Closing Date.

    


    3.12 Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any other agreement to which the Borrower and Holder are parties, or the
      occurrence of a material event of default under any such other agreement which
      is not cured after any required notice and/or cure period.

    


    ARTICLE
      IV

    


    MISCELLANEOUS

    


    4.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    4.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: Innofone.com, Incorporated,
      1431 Ocean Avenue, Suite 1500, Santa Monica, CA 90401, Attn: Alex Lightman,
      CEO
      and President, telecopier: (310) 458-2844, with a copy by telecopier only to:
      Arthur Marcus, Esq., and Peter J. Gennuso, Esq., Gersten Savage LLP, 600
      Lexington Avenue, New York, NY 10022, telecopier (212) 980-5192, and (ii) if
      to
      the Holder, to the name, address and telecopy number set forth on the front
      page
      of this Note, with a copy by telecopier only to Grushko & Mittman, P.C., 551
      Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212)
      697-3575.

    



    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    4.3 Amendment
      Provision.
      The
      term "Note" and all reference thereto, as used throughout this instrument,
      shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

    


    4.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and
      assigns.

    


    4.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

    


    4.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York. Any action brought by either party against the other concerning
      the
      transactions contemplated by this Agreement shall be brought only in the state
      courts of New York or in the federal courts located in the state of New York.
      Both parties and the individual signing this Agreement on behalf of the Borrower
      agree to submit to the jurisdiction of such courts. The prevailing party shall
      be entitled to recover from the other party its reasonable attorney's fees
      and
      costs. In the event that any provision of this Note is invalid or unenforceable
      under any applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or unenforceability of any other provision of this Note. Nothing contained
      herein shall be deemed or operate to preclude the Holder from bringing suit
      or
      taking other legal action against the Borrower in any other jurisdiction to
      collect on the Borrower's obligations to Holder, to realize on any collateral
      or
      any other security for such obligations, or to enforce a judgment or other
      court
      in favor of the Holder. This
      Note shall be deemed an unconditional obligation of Borrower for the payment
      of
      money and, without limitation to any other remedies of Holder, may be enforced
      against Borrower by summary proceeding pursuant to New York Civil Procedure
      Law
      and rules Section 3213 or any similar rule or statute in the jurisdiction where
      enforcement is sought.

    



    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    4.7 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the 16 day of January, 2007.

    


    


    
      	 	
              INNOFONE.COM,
                INCORPORATED

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/ Alex Lightman

            
	 	
              Name:
                Alex Lightman

            
	 	
              Title:
                President and CEO

            


    

    


    


    WITNESS:

    


     

    
      
        

      

       

      
        
           

        

        
          5