Unassociated Document


    PARTIAL
      SETTLEMENT AGREEMENT AND RELEASE

    


    THIS
      AGREEMENT is dated as of July 12, 2007 and is made by and between LAKEWOOD
      GROUP, LLC (“LAKEWOOD GROUP”) and INNOFONE.COM, INCORPORATED
      (“INNOFONE”).

     

    WHEREAS
      on January 17, 2007, LAKEWOOD GROUP entered into a Subscription Agreement with
      INNOFONE in the amount of One Million Dollars ($1,000,000.00) (the
““Subscription Agreement””.)

     

    WHEREAS,
      on or about July 11, 2007, Lakewood Group filed an action against Innofone
      entitled Lakewood
      Group, LLC vs. Innofone.com, Incorporated,
      Case
      No: 2007 CA 00_____ NC, (the ““Action””) in the Circuit Court of the Twelfth
      Judicial Circuit, Sarasota County, Florida (the ““Court””), whereby Lakewood
      Group asserted claims against Innofone failed to pay Lakewood Group according
      to
      the terms set forth in the Promissory Note and Subscription Agreement,
to
      wit: One Million Dollars ($1,000,000.00), plus interest.

     

    WHEREAS,
      Innofone in its Answer, denied any and all wrongdoing.  

     

    WHEREAS,
      Innofone denies that it is liable for the amount sought in the Action, but
      acknowledges that it does not have sufficient cash to satisfy the claims made
      in
      the Action, Innofone seeks to resolve this Action and agrees to make a partial
      payment to Lakewood Group on the Promissory Note;

     

    WHEREAS,
      Innofone currently only has the means to satisfy payment of Lakewood Group’s
      bona fide claims through the issuance of authorized shares to Lakewood Group,
      pursuant to Section 3(a)(10) of the Securities Act of 1933 (hereinafter the
      ““Act””)WHEREAS,
      Innofone and Lakewood Group desire to partially resolve, settle, and compromise
      Lakewood Group’s bona fide claims that it has asserted against Innofone, which
      arise out of or relate to the Promissory Note, in the amount of One Million
      Dollars ($1,000,000.00) due and owing (hereinafter the ““Compromised
      Amount””);

     

    With
      this
      background incorporated herein, the parties hereby agree to the following
      partial settlement:

    


    TERMS
      OF PARTIAL SETTLEMENT

    1.
       CLAIMS. Lakewood
      Group agrees to partially resolve its bona fide claim with Innofone for the
      agreed upon amount as follows:

    
      	 	 	 	 


      	 	 	
              a).

            	
              Lakewood
                Group will reduce the obligation under the Note by the amount of
                One
                Hundred Thousand Dollars ($100,000.00) in exchange for one million
                shares
                of common stock of Innonofone. The One Hundred Thousand Dollars
                ($100,000.00) reduction shall first be applied to interest through
                July
                13, 2007 and attorneys fees, then to the Note’s principal.
                

            


    

    
      	 	 	 	 


      	 	 	
              b.
                

            	
              In
                the event the proceeds from the sales of stock are more than One
                Hundred
                Thousand Dollars ($100,000.00), Lakewood Group agrees to reduce the
                Note
                in the exact amount of the proceeds.

            


      	 	 	 	 


    

    
      	 	 	
              c.
                

            	
              Lakewood
                Group agrees that it will waive the calling of a default for forty-five
                (45) days from the date of this Agreement, provided that settlement
                shares
                are timely delivered within five (5) days of the Order approving
                this
                Partial Settlement Agreement and, further, provided that no other
                event of
                default under the Note occurs but for the event of non-payment on
                June 25,
                2007. 

            


      	 	 	 	 


    

    2.
       SETTLEMENT
      SHARES.
      On or
      before the close of business on the day following entry of the Order by the
      Court, in accordance with paragraph 4 herein, Innofone shall issue and deliver
      by Depository Trust Company (DWAC) Fast Automated Securities System Program
      to
      Lakewood Group shares of Innofone’s common stock, par value $0.0010 per share,
      (““Common Stock””) sufficient to partially satisfy the Compromised Amount
      through the issuance of freely trading securities issued pursuant to Section
      3(a)(10) of the Act. If Innofone fails to deliver said shares in accordance
      with
      these terms, Plaintiffs shall be entitled to a judgment for the principal amount
      of the Promissory Note, plus interest. The parties agree that the total amount
      of Common Stock to be delivered by Innofone to partially satisfy the Compromised
      Amounts shall be One Million (1,000,000) shares (the ““ Settlement Shares””).
      The transfer agent shall act as escrow agent and shall upon the request of
      Lakewood Group issue in the name of Lakewood Group the number of shares
      requested so long as the number of shares requested does not make Lakewood
      Group
      the owner of more than 4.99% of the outstanding Innofone stock.

     

    3.
       PARTIAL
      SATISFACTION.
      Lakewood Group and Innofone agree that delivery of the Settlement Shares
      pursuant to the conditions set forth herein shall partially satisfy Innofone’s
      obligation by reducing the obligation under the Note by the amount of One
      Hundred Thousand Dollars ($100,000.00), applied first to interest through July
      13, 2007 and attorneys fees, then to the Note’s principal. This
      agreement shall not serve to release any other obligation under the original
      Note, Stock Pledge Agreement, Guaranty or Personal Guaranty of this Note or
      any
      other agreement or document issued in connection with the Note.




    4. FAIRNESS
      HEARING.
      Upon
      execution hereof, Lakewood Group and Innofone agree, pursuant to 15 U.S.C.
      §§77(a)(10), to immediately submit the terms and conditions of this Partial
      Settlement Agreement to the Court for a hearing on the fairness of such terms
      and conditions, for the issuance of an exemption from registration of the
      Settlement Shares and an Order approving the Partial Settlement Agreement.
      Innofone avers it is a ““reporting issuer”” that files reports with the SEC
      under Section 13 of the Securities and Exchange Act of 1934 (the ““Exchange Act.
      In connection with such a fairness hearing, Innofone, the issuer of the
      securities, and Lakewood Group, the proposed entity to whom the securities
      are
      to be issued, agree that the value of the Settlement Shares is fair and
      reasonable. This Agreement shall become binding upon the parties only upon
      entry
      of an Order by the Court substantially in the form of annexed hereto as Exhibit
      A (the ““Order””).

     

    5.
      NECESSARY
      ACTION.
      At all
      times after the execution of this Agreement and entry of the Order by the Court,
      each party hereto agrees to take or cause to be taken all such necessary action
      including, without limitation, the execution and delivery of such further
      instruments and documents, as may be reasonably requested by any party for
      such
      purposes or otherwise necessary to complete or perfect the transaction
      contemplated hereby.

     

    6.
      CONFIDENTIALITY
      AGREEMENT.
      At all
      times prior to execution of this Agreement, the parties hereto agree to not
      disclose to any other person any of the terms of said Agreement, except as
      may
      be required by law.

     

    7.
       RELEASES.
      This
      Agreement shall only reduce the promissory Note by One Hundred Thousand Dollars
      ($100,000.00). This partial settlement agreement is expressly not a release
      of
      any other obligation, Stock Pledge Agreement, Guaranty or Personal Guaranty
      of
      this Note or any other agreement or document issued in connection with the
      Note.


     

    8.
       CONTINUING
      JURISDICTION:
      The
      Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida shall
      have jurisdiction to specifically enforce this agreement and grant other
      equitable relief in connection with this Agreement. The parties consent to
      the
      jurisdiction of the Court for purposes of enforcing this Agreement and each
      party to this Agreement expressly waives any contention that there is an
      adequate remedy at law or any like doctrine that might otherwise preclude
      injunctive relief to enforce this Agreement.

     

    9.
      CONTINUING
      OBLIGATION
      The
      parties agree to use there best efforts to cooperate with the Court to cause
      the
      Order to be timely entered and agree that delays caused due to Court calendars
      shall not constitute a valid reason to void this Agreement.

     

    10.
      INFORMATION.
      Lakewood Group and Innofone each represent that prior to the execution of this
      Agreement, they have had the advice of counsel, namely, Robert E. Turffs,
      Esquire of Robert E. Turffs, P.A. for Lakewood Group and Michael J. Raterink,
      Esquire of Michael J. Raterink, P.A. for Innofone, they fully informed
      themselves of its terms, contents, conditions and effects, and that no promise
      or representation of any kind has been made to them except as expressly slated
      in this Agreement.

     

    11. OWNERSHIP
      AND AUTHORITY.
      Lakewood Group and Innofone represent and warrant that they have not sold,
      assigned transferred, conveyed or otherwise disposed of any or all of any claim,
      demand, right or cause of action, relating to any matter which is covered by
      this Agreement, that each is the sole owner of such claim, demand, right or
      cause of action, and each has the power and authority and has been duly
      authorized to enter into and perform this Agreement and that this Agreement
      is a
      binding obligation of each, enforceable in accordance with its
      terms.

     

    12. BINDING
      NATURE.
      This
      Agreement shall be binding on
      all
      parties executing this Agreement and their respective successors, assigns and
      heirs. 

    


    13.
      AUTHORITY
      TO BIND.
      Each
      party to this Agreement represents and warrants that the execution, delivery
      and
      performance of this Agreement and the consummation of the transaction provided
      in this agreement have been duly authorized by all necessary action of the
      respective entity and that the person executing this Agreement on its behalf
      has
      the full capacity to bind that entity. Each party further represents and
      warrants that it has been represented by independent counsel of its choice
      with
      the negotiation +and execution of this Agreement and that counsel has reviewed
      this Agreement. 

     

    14. SIGNATURES.
      This
      Agreement may be signed in counterparts and the Agreement, together with its
      counterpart signature pages, shall be deemed valid and binding on each party
      when duly executed by all parties. Facsimile signatures shall be deemed valid
      and binding for all purposes. 

     

    15. CHOICE
      OF LAW, ETC. Notwithstanding
      the place where this Agreement may be executed by the parties, or any other
      factor, all terms and provisions hereof shall be governed by and construed
      in
      accordance with the laws of the State of Florida, applicable to agreements
      made
      and to be fully performed in that State and without regard to principles of
      conflicts of law thereof. Any action brought to enforce, or otherwise arising
      out of this Agreement shall be brought only in the Circuit Court of the Twelfth
      Judicial Circuit sitting in the State of Florida, County of Sarasota.
 

     

    16. INCONSISTENCY. In
      the
      event of any  inconsistency
      between the terms of this Agreement and any other document executed in
      connection herewith, the terms of this Agreement shall control to the extent
      necessary to resolve such inconsistency.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement
      as of the date first indicated above.

    


    
      	 	 	 	
              LAKEWOOD
                GROUP, LLC 

            
	 	 	 	 
	 	 	 	
              By:/s/
                Lakewood Group,
                LLC            

            
	 	 	 	
              Its: 

            
	 	 	 	 
	 	 	 	
              INNOFONE.COM,
                INCORPORATED 

            
	 	 	 	
              By:/s/
                Alex
                Lightman                           
                

            
	 	 	 	
              Its:
                Chief Executive Officer