EXHIBIT 10.12


                           FIRST AMENDED AND RESTATED
                          PROMISSORY NOTE [UNSECURED]

$1,000,000                                                      October 17, 2005

In further consideration for the sale of the entirety of his common stock
interest in IPv6 Summit, Inc. representing 2,000,000 common stock shares to
Lender pursuant to the acquisition by Lender of all or substantially all of IPv6
Summit, Inc. on or about August 10, 2005, and for other value received,
INNOFONE.COM, INC. (hereinafter collectively referred to as "Borrower"),
promises to pay to ALEX LIGHTMAN (herein collectively referred to as "Lender")
at 1431 Ocean Avenue, Suite 600, Santa Monica, California 90401, or at such
other place or to such other party as Lender may from time to time designate,
the principal sum of ONE MILLION DOLLARS and NO CENTS ($1,000,000) plus simple
interest at the rate of four percent (4%) per annum over the Term stated and
pursuant to the installment payments stated hereunder and under the terms of
this First Amended and Restated Promissory Note [unsecured] ("Note"). This Note
shall replace and supercede that certain Promissory Note dated and executed as
of October 12, 2005 by and between the parties. Any term not specifically
defined herein shall have the meaning given to such term in the "Pledge" (as
defined below).

     1. UNSECURED NOTE. This Note is unsecured and as such the parties
understand that there is no security interest granted to Borrower by Lender
against any assets of Lender.

     2. INTEREST RATE. From the date of October 17, 2005 to the "Maturity Date"
(as defined below), interest shall acrue at a rate of four percent (4%) per a
annum ("Interest Rate") for the Term. All interest hereunder shall be calculated
for the actual number of days elapsed over a year assumed to consist of three
hundred sixty (360) days.

     3. NOTE PAYMENTS.

          3.1 PAYMENTS. Borrower shall pay Lender a sum equal to the Note plus
interest at the Interest Rate over a twelve (12) month period from date of
inception hereof with payments commencing no later than five (5) days subsequent
to receipt by Lender of each and every investment installment payment made under
those certain investment agreements including that certain Securities Purchase
Agreement, Callable Secured Convertible Note and Stock Purchase Warrant
("Investor Agreements") entered by and between Lender and NIR Group, AJW
Qualified Partners, LLC, AJW Offshore, Ltd., New Millenium Capital Partners II,
LLC ("Investors") on or about August 31, 2005, with each such installment
payment made as follows:

               3.1.1 monthly installment payments equal to $83,333.33 for each
successive month starting on the date of execution and ending on January 17,
2006;

               3.1.2 thereafter completion and filing with the Securities and
Exchange Commission of the registration statement required to be filed under the
Investor Agreements ("Registration Statement") and receipt by Company of the
payment due to Company from Investors thereon such filing of a registrations
statement under the Investor Agreements ("Investor Second Tranche Funds"),
monthly installment payments of $83,333.33 for the four (4) months following
receipt of such Investor Second Tranche Funds by Company from Investors;


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               3.13 thereafter effectiveness of the Registration Statement and
receipt by Company of the payment due to Company from Investors thereon
effectiveness of such Registration Statement under the Investor Agreements
("Investor Third Tranche Funds"), monthly installment payments of $83,333.33 for
the four (4) months following receipt of such Investor Second Tranche Funds by
Company from Investors.

          3.2 Payments under Section 3.1 shall not be concurrent regardless of
timing of any performance by the Company in completing any condition thereon.
All payments made under Section 3.1 shall be successive such that should
multiple performance requirements of Company be made within a like time period,
any such payment made thereon shall commence on the next month after completion
of successive installment payments to be made on the first such performance
condition actually met.

          3.2 The date upon which all principal and interest is due hereunder
shall be October 17, 2006 (the "MATURITY DATE"), and unless paid in full prior
to July 1, 2006, Borrower shall have paid Lender the entire unpaid balance of
the Note in full, including all accrued unpaid interest by such date.

          3.2 PAYMENTS AT MATURITY DATE. On the Maturity Date, Borrower shall
pay the outstanding balance of the Note, including unpaid principal, and accrued
unpaid interest, and any unpaid fees or costs shall be paid in full.

          3.3 PREPAYMENT; WAIVER OF INTEREST PAYMENT. Borrower shall have the
privilege to prepay, and Lender sha11 have an obligation to accept tendered
prepayments of all or any portion of the principal balance of this Note without
notice and without a prepayment penalty. Should payment be made in full under
this Note prior to July 1, 2006, then Borrower agrees to waive any and all
interest payments due hereunder. Should payment in full hereunder this Note not
be made by July 1, 2006 then interest shall be paid at the Interest Rate agreed
at the Maturity Date in full.

     4. FAILURE TO PAY. In the event the payment of principal due on the
Maturity Date hereof is not made when due, such principal amount (together with
any accrued interest) shall, at the option of Lender, continue to bear interest
at the Interest Rate, until it is paid in-fu11.

     5. EVENT OF DEFAULT. An "Event of Default" shall have occurred under this
Note upon the occurrence of any of the following (subject to any applicable
notice and Cure Period): (a) Borrower fails to comply fully and in a timely
manner with any Monetary Obligations under this Note; (b) Borrower fails to
comply fully and in a timely manner with any Non-Monetary Obligations under this
Note.

          5.1 ACCELERATION. At any time fallowing an Event of Default and any
subsequent Cure Period for each such Event of Default, if any, Lender may, at
its option and without notice or demand, declare immediately due and payable the
entire unpaid principal sum of this Note together with all accrued interest.

          5.2 COSTS OF COLLECTION. Borrower agrees to pay all costs of
collection and/or enforcement when incurred, by Lender, including but not
limited to reasonable attorneys' fees and all related costs. If any suit or
action is instituted to enforce this Note, Borrower promises to pay, in addition
to the costs and disbursements otherwise allowed by law, such sum as the court
may adjudge reasonable attorneys' fees and costs in such suit or action to
Lender as the prevailing party.

     6. MISCELLANEOUS.

          6.1 GENERAL PAYMENT TERMS. All amounts payable under this Note are
payable in lawful money of the United States, without notice, demand, offset or
deduction. Checks will constitute payment only when collected. Any amount paid
on this Note shall be applied as set forth in Section 3 above. Borrower hereby
waives any right which provides that Borrower has the right to designate the
portion of the obligation that is satisfied by any partial payment.

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          6.2 WAIVERS. Borrower and any endorsers or guarantors of this Note for
themselves, their heirs, legal representatives, successors and assigns,
respectively, jointly and severally waive presentment, demand, protest, and
notice of dishonor and waive any right to be released by reason of any extension
of time or change in terms of payment or any change, alteration, or release of
any security given for the payment hereof. In addition, Borrower and any
endorsers or guarantors jointly and severally waive all defenses involving
marshaling of assets, rights to contribution, laches, and estoppel. If Borrower
consists of more than one person or entity, each of these persons or entities
and any endorsers or guarantors of this Note jointly and severally waive any
duty on the part of Lender to disclose facts Lender may now or hereafter know
about any of the persons or entities constituting the Borrower, regardless of
whether Lender has reason to believe that such facts materially increase the
risk beyond that which said person or entity intends to assume or has reason to
believe that such facts are unknown to said person or entity or has a reasonable
opportunity to communicate such facts to any of these persons or entities, it
being understood and agreed that each of the persons and entities constituting
the Borrower, endorsers and guarantors are fully responsible for being and
keeping informed of the financial condition of other persons and entities
constituting the Borrower and of all circumstances bearing on the risk of
nonperformance of any obligation under this Note.

          6.3 GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of Nevada. This Note has been delivered to
Lender and accepted by Lender in the State of Nevada. If there is a lawsuit on
this Note, Borrower shall submit, at Lender's request, to the jurisdiction of
the courts of Clark County, Nevada.

          6.4 NO WAIVER. No single or partial exercise of any power hereunder or
under any other of Note shall preclude other or further exercises thereof or the
exercise of any other power. Lender shall at all times have the right to proceed
against any portion of the security for this Note in such order and in such
manner as Lender may consider appropriate, without waiving any rights with
respect to any of the security. Any delay or omission on the part of Lender in
exercising any right hereunder shall not operate as a waiver of such right, or
any other right under this Note.


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          6.5 SUCCESSORS AND ASSIGNS. This Nate shall inure to the benefit of
Lender and its Successors and assigns. The obligations of Borrower hereunder
shall not be assignable.

          6.6 ENTIRE AGREEMENT. This Note represents the entirety of the
agreement between the parties and is agreed to replace, restate, amend and fully
supercede any prior agreement or understanding between the parties regarding the
subject loan including but not limited to that certain Promissory Note entered
by the parties on or about October 12, 2005.


IN WITNESS WHEREOF, the unrdersigned has executed this Promissory Note
[Unsecured] as of the date written above.


FOR: INNOFONE.COM, INCORPORATED

"Borrower"

By: /s/ Paul Shephard
    -----------------------------
    Paul Shephard - Secretary


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