STOCK
      PURCHASE AGREEMENT

    


    


    THIS
      STOCK PURCHASE AGREEMENT (the “Agreement”) made and entered into as of January
      16, 2007 is by and among ALEX LIGHTMAN (the “Seller”), holder of shares of
      $.001 par value Common Stock of INNOFONE.COM, INCORPORATED, a Nevada corporation
      (“Company”), LAKEWOOD GROUP LLC (“Buyer”) and GRUSHKO & MITTMAN, P.C. (the
“Escrow Agent”).

    


    RECITALS

    


    WHEREAS,
      Seller is the owner of 825,000 shares of $.001 par value Common Stock of
      Innofone.com, Incorporated (the “Share” or “Shares”); and

    


    WHEREAS,
      the Buyer desires to purchase and Seller desires to sell the Shares to Buyer
      for
      the consideration and upon the terms and conditions hereinafter
      contained;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein and in reliance upon the representations and warranties hereinafter
      set
      forth, the parties agree as follows:

    


    1. Purchase
      and Sale of Shares.
      Subject
      to the terms and conditions of this Agreement, Seller agrees to sell, assign,
      transfer and deliver to Buyer the Shares at a price of $0.001 per Share (the
      “Purchase Price”), and subject to the terms and conditions of this Agreement,
      Buyer agrees to purchase from Seller the Shares at the Purchase Price
      .

    


    2. Escrow
      Account.
      Buyers
      and Seller shall establish an escrow account (the “Escrow Account”) with the
      Escrow Agent upon the following terms and conditions:

    


    (a) Each
      Buyer shall deposit funds by wire transfer or check into the trust account
      of
      the Escrow Agent in an amount equal to the aggregate Purchase Price (the
“Purchase Funds”).

    


    (b) Seller
      shall deposit into the Escrow Account stock certificates for the number of
      Shares, which stock certificates shall be registered in Buyer’s name on the
      books and records of the Company (the “Share Certificate”).

    


    (c) Upon
      receipt of the Share Certificate from the Seller and the Purchase Funds from
      Buyer, the Escrow Agent shall deliver the Purchase Funds to the Seller and
      shall
      deliver the Share Certificate to Buyer.

    


    (d) If
      either
      the Share Certificate or the Purchase Funds have not been received by the Escrow
      Agent on or before 5:00 p.m. Eastern time on January 31, 2007, unless otherwise
      instructed, in writing, by the Seller and Buyer, the Escrow Agent shall return
      the Share Certificate to the Seller if they are being held by the Escrow Agent,
      or shall return the Purchase Funds to Buyer without deduction or offset if
      they
      are being held by the Escrow Agent.

    


    (e) Anything
      to the contrary herein notwithstanding, a closing hereunder must occur
      contemporaneously with a closing under a certain Subscription Agreement dated
      at
      or about the date hereof between the Company and Buyer in connection with the
      purchase by Buyer from the Company of a promissory note in the principal amount
      of $1,000,000 (“Note”).

    


    3. Indemnification.
      Buyer
      and Seller, individually and collectively, their successors and assigns, agree,
      jointly and severally, to indemnify, defend and hold harmless the Escrow Agent
      from and against any and all costs (including, without limitation, all legal
      fees and any related expenses), liabilities, claims and losses arising out
      of or
      in connection with this Agreement, except as provided in paragraph 6
      below.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4. Representations
      and Warranties by the Seller.
      Seller
      represents and warrants to each of the Buyers as follows:

    


    (a) Seller
      owns the Shares and shall transfer to Buyer at the Closing good and valid title
      to said Shares free and clear of all liens, claims, options, charges and
      encumbrances whatsoever and upon the consummation of the transaction
      contemplated herein good title in the Shares shall vest in Buyer free of all
      liens, charges, encumbrances and restrictions except those arising under the
      Securities Act of 1933.

    


    (b) Seller
      has full power and authority to execute this Agreement and consummate the
      transactions contemplated hereby, and this Agreement is binding on Seller and
      enforceable in accordance with its terms. The execution and delivery of this
      Agreement and consummation of the transactions contemplated hereby do not
      violate or conflict with or constitute a default under any contract, agreement
      or commitment of any kind to which Seller is a party or by which Seller or
      Seller’s property is bound, or to Seller’s knowledge, any existing applicable
      law, rule, regulation, judgment, order or decree of any government, governmental
      instrumentality or court, domestic or foreign, having jurisdiction over Seller
      or any of Seller’s property and when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Seller
      enforceable against the Seller in accordance with its terms.

    


    (c) There
      is
      no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of the Seller, threatened against or affecting
      the
      Seller or any of its respective properties before or by any court, arbitrator,
      governmental or administrative agency or regulatory authority (federal, state,
      county, local or foreign) (collectively, an “Action”) which (i) adversely
      affects or challenges the legality, validity or enforceability of any of the
      documents hereunder or the Shares or (ii) could, if there were an unfavorable
      decision, individually or in the aggregate, have or result in a material adverse
      effect.

    


    (d) The
      Seller is not (i) in default under or in violation of (and no event has occurred
      which has not been waived which, with notice or lapse of time or both, would
      result in a default by the Seller), nor has the Seller received notice of a
      claim that it is in default under or that it is in violation of, any indenture,
      loan or credit agreement or any other agreement or instrument to which it is
      a
      party or by which Seller or any of Seller’s properties is bound, (ii) is in
      violation of any judgment or order of any court, arbitrator or governmental
      body, or (iii) is in violation of any statute, rule or regulation of any
      governmental authority, in each case of clauses (i), (ii) or (iii) above, except
      as could not individually or in the aggregate, have or result in a material
      adverse effect.

    


    5. Representations
      and Warranties by the Buyer.
      Buyer
      represents and warrants to the Seller as follows:

    


    (a) Buyer
      understands the speculative nature and risks associated with an investment
      in
      the Shares, confirms that the purchase of the Shares is suitable and consistent
      with Buyer’s investment program and that Buyer’s financial position enables
      Buyer to bear the risks of such investment; and understands that there is only
      a
      limited public market for the Shares.

    


    (b) Buyer
      acknowledges that the Shares are “restricted securities” as that term is used in
      Rule 144 of the Securities Act of 1933, as amended (the “Act”); that the Shares
      may be sold, assigned or otherwise transferred only pursuant to an effective
      registration statement under the Act or pursuant to an exemption from
      registration under the Act, the availability of which is to be established
      to
      the satisfaction of the Company; and that the Company is not obligated to
      register the Shares under any federal and/or state securities laws.

    



    
      
         

      

      
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    (c) Buyer
      has
      had the opportunity to ask questions of the officers and directors of the
      Company and to receive additional information from the Company, to the extent
      that the Company possessed such information, necessary to evaluate the merits
      and risks of an investment in the Shares.

    


    (d) Buyer
      has
      sufficient knowledge and experience in financial matters to evaluate the merits
      and risks of an investment in the Shares.

    


    (e) Buyer
      has
      sought legal advice with a lawyer of its choosing with regard to the purchase
      of
      the Shares.

    


    6. Concerning
      the Escrow Agent.
      To
      induce the Escrow Agent to act hereunder, it is further agreed by the Seller
      and
      Buyer that:

    


    (a) This
      Agreement expressly sets forth all the duties of the Escrow Agent with respect
      to any and all matters pertinent hereto. No implied duties or obligations on
      the
      part of the Escrow Agent shall be read into this Agreement. The Escrow Agent
      shall not be bound by the provisions of any agreement among the other parties
      hereto except this Agreement.

    


    (b) The
      Escrow Agent shall not be liable for any action or failure to act in its
      capacity as Escrow Agent hereunder unless such action or failure to act shall
      constitute gross negligence or willful misconduct on the part of the Escrow
      Agent, in which case there shall be no indemnification obligations as provided
      in Paragraph 3, and the Escrow Agent shall indemnify and hold harmless the
      Seller, Buyer and their respective officers, directors, agents and employees
      from and against any loss, cost or expense (including reasonable attorneys’
fees) that they may suffer or incur as a consequence of such gross negligence
      or
      willful misconduct.

    


    (c) The
      Escrow Agent shall be entitled to rely upon any order, judgment, certification,
      demand, notice, instrument or other writing delivered to it hereunder without
      being required to determine the authenticity or the correctness of any fact
      stated therein or the propriety or validity of the service thereof. The Escrow
      Agent may act in reliance upon any instrument or signature believed by it to
      be
      genuine and may assume, unless it has actual knowledge to the contrary, that
      any
      person purporting to give notice or receipt or advice or make any statement
      or
      execute any document in connection with the provisions hereof has been duly
      authorized to do so.

    


    (d) The
      Escrow Agent may act pursuant to the advice of counsel with respect to any
      matter relating to this Agreement and shall not be liable for any action taken
      or omitted in accordance with such advice, except as provided in paragraph
      6(b)
      above.

    


    (e) The
      Escrow Agent does not have any interest in the Shares or Purchase Funds, but
      is
      serving as escrow holder only and having only possession thereof, and is not
      charged with any duty or responsibility to determine the validity or
      enforceability of any such document.

    


    (f) The
      Escrow Agent (and any successor Escrow Agent) may at any time resign as such
      by
      delivering the Share Certificate and the Purchase Funds to any successor Escrow
      Agent, jointly designated by the other parties hereto in writing, or to any
      court of competent jurisdiction, whereupon the Escrow Agent shall be discharged
      of and from any and all further obligations arising in connection with this
      Escrow Agreement thereafter. The resignation of the Escrow Agent will take
      effect on the earlier of (a) the appointment of a successor (including a court
      of competent jurisdiction) or (b) the day which is 5 days after the date of
      delivery of its written notice of resignation to the other parties hereto.
      If at
      that time the Escrow Agent has not received a designation of a successor Escrow
      Agent, the Escrow Agent’s sole responsibility after that time shall be to safe
      keep the deposited Share Certificate and Purchase Funds and not make delivery
      or
      disposition thereof until receipt of a designation of successor Escrow Agent
      or
      a joint written disposition instruction by the other parties hereto or a final
      order of a court of competent jurisdiction.

    



    
      
         

      

      
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    (g) In
      the
      event of any disagreement among the parties hereto resulting in adverse claims
      or demands being made in connection with the Share Certificate or Purchase
      Funds, or in the event that the Escrow Agent otherwise determines that the
      Share
      Certificate and/or Purchase funds should be retained, then the Escrow Agent
      may
      retain the Share Certificate and/or Purchase Funds until the Escrow Agent shall
      have received (i) a final non-appealable order of a court of competent
      jurisdiction directing delivery of the Share Certificate and/or Purchase funds,
      or (ii) a written agreement executed by the other parties hereto directing
      delivery of the Share Certificate and/or Purchase Funds, in which case the
      Escrow Agent shall promptly deliver the Share Certificate and/or Purchase Funds
      in accordance with such order or agreement. Any court order referred to in
      (i)
      above shall be accompanied by a legal opinion by counsel for the presenting
      party reasonably satisfactory to the Escrow Agent to the effect that said court
      order is final and non-appealable. The Escrow Agent shall make no independent
      determination regarding the Share Certificates or Purchase Funds absent the
      filing and notice of a legal action by one or both of the parties.

    


    (h) This
      Agreement shall be binding upon and inure solely to the benefit of the parties
      hereto and their respective successors (including successors by way of merger)
      and assigns, heirs, administrators and representatives and shall not be
      enforceable by or inure to the benefit of any third party except as provided
      in
      paragraph 6(g) with respect to a resignation by the Escrow Agent. Each entity
      that is a party hereto represents and warrants that they have the full power
      and
      authority to bind the entity and that Escrow Agent may rely upon such
      representation with out further inquiry. This Agreement may be modified only
      in
      writing, signed by al of the parties hereto, and no waiver hereunder shall
      be
      effective unless in writing signed by the party to be charged.

    


    7. (a) Reset.
      Other
      than in connection with (i) full or partial consideration in connection with
      a
      strategic merger, acquisition, consolidation or purchase of substantially all
      of
      the securities or assets of a corporation or other entity by the Company,
      provided such issuances are not for the purpose of raising capital, (ii)
      the
      Company’s issuance of securities in connection with strategic license agreements
      and other partnering arrangements so long as such issuances are not for the
      purpose of raising capital, (iii) the Company’s issuance of Common Stock or the
      issuances or grants of options to purchase Common Stock pursuant to stock option
      plans and employee stock purchase plans described on Schedule
      5(d)
      to the
      Subscription Agreement, (iv) underwritten public offerings by the Company,
      (v)
      as described in the Reports (as defined in the Subscription Agreement), and
      (vi)
      as described on Schedule
      7
      hereto
      (collectively the foregoing are “Excepted
      Issuances”),
      if at
      any time during the Compliance Period (as defined in the Subscription Agreement)
      while the Buyer is holding Shares, the Company shall offer, issue or agree
      to
      issue any common stock or securities convertible into or exercisable for shares
      of Common Stock (or modify any of the foregoing which may be outstanding) to
      any
      person or entity at a price per share or conversion or exercise price per share
      which shall be less than $1.00, without the consent of Buyer, then the Seller
      shall deliver, for each such occasion, additional Shares to Buyer so that the
      average per share purchase price of the shares of Common Stock sold to Buyer
      (of
      only the Purchased Shares still owned by Buyer) is equal to such other lower
      price per share. For purposes of this Section 7, the purchase price of the
      Shares shall be deemed to be $1.00 (“Imputed
      Share Price”).
      The
      delivery to the Buyer of the additional Shares shall be not later than the
      closing date of the transaction giving rise to the requirement to issue
      additional Shares (“Issuance
      Date”).
      The
      Buyer is hereby granted by the Company the registration rights described in
      Section 11 of the Subscription Agreement in relation to such additional Shares,
      or at the election of the Buyer, registration rights, if any, granted in
      connection with the dilutive issuance. For purposes of the issuance and
      adjustment described in this paragraph, the issuance of any security of the
      Company carrying the right to convert such security into shares of Common Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      the
      delivery of the additional Shares upon the sooner of the agreement to or actual
      issuance of such convertible security, warrant, right or option and again at
      any
      time upon any subsequent issuances of shares of Common Stock upon exercise
      of
      such conversion or purchase rights if such issuance is at a price lower than
      $1.00. 


    
      
         

      

      
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    (b) Maximum
      Exercise of Rights.
      If the
      application of the rights described in Section 7(a) would
      or
      could result in the beneficial ownership by Buyer and its affiliates of an
      amount of Common Stock of the Company in excess of the sum of (i) the number
      of
      shares of Common Stock beneficially owned by the Subscriber and its affiliates
      on an Issuance Date, and (ii) the number of shares of Common Stock issuable
      pursuant to Section 7(a) with respect to which the determination of this
      provision is being made on an Issuance Date, in excess of more than 4.99% of
      the
      outstanding shares of Common Stock of the Company on such Issuance Date, then
      the issuance of such additional Shares in excess of 4.99% to Buyer will be
      deferred in whole or in part until such time as Buyer is able to beneficially
      own such common stock without exceeding the applicable maximum amount calculated
      in the manner described above. For the purposes of the provision to the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the 1934 Act, as amended, and Regulation 13d-3
      thereunder. Subject to the foregoing, the Subscriber shall not be limited to
      aggregate conversions of 4.99%. The determination of when such common stock
      may
      be issued shall be made by Subscriber.

     

    8.
       Miscellaneous.

    


    (a) The
      subject headings of the paragraphs of this Agreement are included for purposes
      of convenience only and shall not affect the construction or interpretation
      of
      any of its provisions.

    


    (b) This
      Agreement constitutes the entire agreement between the parties pertaining to
      the
      subject matter contained in it and supersedes all prior and contemporaneous
      agreements, representations and understanding of the parties. No supplement,
      modification or amendment of this Agreement shall be binding unless executed
      in
      writing by all the parties. No waiver of any of the provisions of this Agreement
      shall be deemed, or shall constitute, a waiver of any other provisions, whether
      or not similar, nor shall any waiver constitute a continuing waiver. No waiver
      shall be binding unless executed in writing by the party making the
      waiver.

    


    (c) This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    (d) Nothing
      in this Agreement, whether expressed or implied, is intended to confer any
      rights or remedies under or by reason of this Agreement on any persons other
      than the parties to it and their respective successors and assigns, nor is
      anything in this Agreement intended to relieve or discharge the obligation
      or
      liability of any third persons to any party to this Agreement, nor shall any
      provision give any third person any right of subrogation or action over against
      any party to this Agreement.

    


    (e) This
      Agreement shall be binding on and shall inure to the benefit of the parties
      to
      it and their respective heirs, legal representatives, successors and
      assigns.

    


    (f) If
      any
      legal action or any arbitration or other proceeding is brought for the
      enforcement of this Agreement, or because of an alleged dispute, breach, default
      or misrepresentation in connection with any of the provisions of this Agreement,
      the successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys’ fees and other costs incurred in that action or
      proceeding, in addition to any other relief to which it or they may be
      entitled.

    


    (g) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

    



    
      
         

      

      
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    (h) The
      parties hereby consents to the exclusive jurisdiction of all courts sitting
      in
      the State and County of New York, in connection with any action or proceeding
      under or relating to this Agreement, and waive trial by jury in any such action
      or proceeding.

    


    (i) All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be validly given or made to another party if given
      by
      personal delivery, telex, facsimile, telegram or if deposited in the United
      States mail, certified or registered, postage prepaid, return receipt requested.
      If such notice, demand or other communication is given by personal delivery,
      telex, facsimile or telegram, service shall be conclusively deemed made at
      the
      time of receipt. If such notice, demand or other communication is given by
      mail,
      such notice shall be conclusively deemed given forty-eight (48) hours after
      the
      deposit thereof in the United States mail addressed to the party to whom such
      notice, demand or other communication is to be given as hereinafter set
      forth:

    


    
      	 	
              If
                to Seller:

            	
              Alex
                Lightman

            


    

    c/o
      Innofone.com,
      Incorporated

    1431
      Ocean Avenue, Suite 1500

    Santa
      Monica, CA 90401

    Fax:
      (310) 458-2844

    


    


    
      	 	
              If
                to Buyer:

            	
              Lakewood
                Group LLC

            


    

    152
      West
      57th
      Street,
      54th
      Floor

    New
      York,
      NY 10019

    Fax:
      (732) 364-3555

    


    


    
      	 	
              If
                to Escrow Agent:

            	
              Grushko
                & Mittman, P.C.

            


    

    551
      Fifth
      Avenue, Suite 1601

    New
      York,
      NY 10176

    


    Any
      party
      may change its address for purposes of this paragraph by giving the other party
      written notice of the new address in the manner set forth
      above.


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Stock Purchase Agreement as of the date first
      set forth above.

    


    
      	 	
              SELLER:

            
	 	 
	 	 
	 	
              /s/
                Alex
                Lightman                                            
                

            
	 	
              ALEX
                LIGHTMAN

            
	 	 
	 	
              BUYER:

            
	 	 
	 	 
	 	
              /s/                                                                       
                

            
	 	
              LAKEWOOD
                GROUP LLC

            
	 	 
	 	
              ESCROW
                AGENT:

            
	 	 
	 	
              GRUSHKO
                & MITTMAN, P.C.

            
	 	 
	 	 
	 	
              By:
                /s/                                                                
                

            


    

     

    


    ACKNOWLEDGEMENT

    


    Innofone.com,
      Incorporated agrees to cooperate with Buyer in fulfilling the purpose and intent
      of this Agreement and not take any action or suffer inaction inconsistent with
      Buyer’s lawful rights under this Agreement.

    


    
      	 	
              INNOFONE.COM,
                INCORPORATED

            
	 	 	 
	 	 	 
	 	
              By:
                /s/                                                                  
                

            
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	
              
                By:
                  /s/                                                                  
                  

              

            
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    
      
         

      

      
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