Unassociated Document


     

    PROMISSORY
      NOTE

     

    May
      25,
      2006

     

    FOR
      VALUE
      RECEIVED, INNOFONE.COM, INCORPORATED, a Nevada corporation (“Innofone”), hereby
      promises to pay to the order of ____________________(the “Holder”), the
      principal sum of ___________________($___________) (the “Principal”) in equal
      monthly installments of $___________ beginning July 1, 2006. All amounts owing
      under this Note shall be paid by in lawful money of the United States of America
      in immediately available funds.

    


    Payment.
      

    


    (a)
      Innofone shall pay to the Holder on each of the twelve (12) consecutive monthly
      anniversaries beginning July 1, 2006, the sum of $__________.

     

    (b)
      Innofone may, at its option, prepay the principal of this Note, in whole or
      in
      part, without payment of any premium or penalty, by giving written notice
      thereof to the Holder at least one (1) day prior to the date selected for
      prepayment. 

     

    Attorneys
      Fees and Court Costs.
      If this
      Note shall be collected by legal proceedings or through any court or shall
      be
      referred to an attorney because of any default, Innofone agrees to pay all
      attorney’s fees, disbursements and court costs incurred by the
      Holder.

    


    Event
      of Default.
      If any
      of the following events, acts or circumstances shall occur for any reason
      whatsoever (and whether such occurrence shall be voluntary or involuntary or
      come about or be affected by operation of law or otherwise) it shall be
      considered an Event of Default:

    


    (a) If
      Innofone shall fail to make payment required under this Note within five (5)
      Business Days of its due date; or

    


    (b) The
      entry
      of a decree or order by a court having jurisdiction adjudging Innofone a
      bankrupt or insolvent, or approving a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of Innofone, under
      federal bankruptcy law, as now or hereafter constituted, or any other applicable
      federal or state bankruptcy, insolvency or other similar law, and the
      continuance of any such decree or order unstayed and in effect for a period
      of
      thirty (30 ) days; or the commencement by Innofone of a voluntary case under
      federal bankruptcy law, as now or hereafter constituted, or any other applicable
      federal or state bankruptcy, insolvency, or other similar law, or the consent
      by
      Innofone to the institution of bankruptcy or insolvency proceedings against
      it,
      or the filing by Innofone of a petition or answer or consent seeking
      reorganization or relief under federal bankruptcy law or any other applicable
      federal or state law, or the consent by Innofone to the filing of such petition
      or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator
      or similar official of the Borrower or of any substantial part of the property
      of Innofone, or the making by Innofone of an assignment for the benefit of
      creditors, or the admission by Innofone in writing of its inability to pay
      its
      debts generally as they become due, or the taking of corporate action by
      Innofone in furtherance of any such action.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Rights
      of Holder upon Default.
      Upon the
      occurrence and during the continuation of any Event of Default, immediately
      and
      without notice, all outstanding principal payable by the Innofone hereunder
      plus
      ten percent (10%) of such amount shall automatically become immediately due
      and
      payable, without presentment, demand, protest or any other notice of any kind,
      all of which are hereby expressly waived, anything contained herein to the
      contrary notwithstanding. 

     

    Governing
      Law.
      This
      Note is being delivered in, is intended to be performed in, shall be construed
      and interpreted in accordance with, and be governed by the internal laws of
      the
      State of New York without regard to principles of conflict of laws.

     

    No
      Presentment, Demand or Notice Required.
      Innofone waives presentment for payment, demand, notice of demand and of
      dishonor and nonpayment of this Note, protest and notice of protest, diligence
      in collecting, and the bringing of suit against any other party, and agrees
      to
      all renewals, extensions, modifications, partial payments, releases or
      substitutions of security, in whole or in part, with or without notice, before
      or after the date payment is demanded hereunder. Additionally, the undersigned's
      obligations hereunder shall be absolute and unconditional, and shall not be
      subject to any counterclaim, setoff, deduction or defense the undersigned may
      have.

     

    Headings
      Descriptive.
      The
      headings of the several paragraphs and subparagraphs of this Note are inserted
      for convenience only and shall not in any way affect the meaning or construction
      of any provision of this Note.

     

    Waiver
      of Trial by Jury.
      INNOFONE HEREBY, KNOWINGLY, UNCONDITIONALLY, IRREVOCABLY, VOLUNTARILY AND
      INTENTIONALLY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT IT
      MAY
      HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM
      BASED ON THIS NOTE OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE
      OR
      ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE
      OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
      OF ANY PARTY IN CONNECTION THEREWITH. INNOFONE, ALSO WAIVES, IN ANY SUCH
      LITIGATION, THE ASSERTION OF ANY AFFIRMATIVE DEFENSES, SETOFFS, COUNTERCLAIMS,
      ANY OBJECTION TO SUCH ACTION BEING BROUGHT BY WAY OF MOTION FOR SUMMARY JUDGMENT
      IN LIEU OF COMPLAINT (OR SIMILAR ACCELERATED METHOD), AND THE PERSONAL SERVICE
      OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, AND AGREES THAT SERVICE OF ANY
      SUCH
      PROCESS MAY BE MADE BY CERTIFIED MAIL DIRECTED TO INNOFONE AT INNOFONE'S ADDRESS
      AS SET FORTH IN THIS NOTE. FURTHER, INNOFONE CERTIFIES THAT NO REPRESENTATIVE
      OF
      KEVIN, OR COUNSEL TO KEVIN, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT KEVIN
      WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF
      RIGHT
      TO JURY TRIAL PROVISION. INNOFONE HEREBY ACKNOWLEDGES THAT KEVIN HAS BEEN
      INDUCED TO ACCEPT THIS NOTE BY, INTER ALIA,
      THE
      PROVISIONS OF THIS SECTION.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, Innofone has executed this Note as of the date first set forth
      above.

     

    Innofone.com,
      Incorporated

     

    


     

    By: /s/
      Alex Lightman

    Alex
      Lightman, Chief Executive Officer and President