Employment Agreement


    EXHIBIT
      10.1

    


    EXECUTIVE
      EMPLOYMENT
      AGREEMENT 

     

    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”)
      made
      as of October 31, 2005 (the "Effective
      Date"),
      by
      and between Innofone.com, Inc., a Nevada corporation, having its principal
      office at 1431 Ocean Avenue, Suite 1100, Santa Monica, CA 90401 (“Employer")
      or
      (“Company”),
      and
Alex
      Lightman residing at 1431 Ocean Avenue, Suite 419, Santa Monica, CA 90401
      ("Executive”).

     

    W
      I T N E S S E T H

     

    WHEREAS,
      Employer is a publicly traded company currently listed on the OTC:BB and in
      the
      business, through a recent merger with IPv6, Summit, Inc., of developing
      high-technology involving the next generation of the Internet and related
      technologies;
      

     

    WHEREAS,
      Executive is a highly skilled executive with experience operating and managing
      technology businesses; and 

     

    WHEREAS,
      Employer desires to employ Executive, and Executive desires to be employed
      by
      Employer, to perform the services set forth herein. 

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants herein
      contained, the parties hereby agree as follows: 

     

    
      	1.	
              EMPLOYMENT.
                

            


    

     

    Employer
      hereby employs Executive, and Executive accepts employment with Employer,
      pursuant to the terms and conditions of this Agreement. 

     

    
      	2.	
              POSITION
                AND TITLE; DUTIES.
                

            


    

     

    
      	 	
              A.

            	
              During
                the Term
                (as hereinafter defined), Executive shall have the position and title
                of
                Chief
                Executive Officer and Chairman of the Board of
                Employer. In such capacity, Executive shall perform the following
                duties,
                for Employer during the Term and on a full-time basis:
                

            


    

     

    
      	 	
              (i)

            	
              Manage
                and oversee and be responsible for the planning of Employer’s strategy and
                business plans;

            


    

     

    
      	 	
              (ii)

            	
              Be
                responsible for overseeing the Employer’s operations and ensuring that all
                other corporate officers and directors are performing in accordance
                with
                their respective roles and duties; 

            


    

     

    
      	 	
              (iii)

            	
              Be
                responsible for ensuring the compliance of the Employer with the
                requirements of regulatory agencies including but not limited to
                the
                Securities and Exchange Commission and the Internal Revenue
                Service;

            


    

     

    
      	 	
              (iv)

            	
              Oversee
                and manage the development of leads for acquisitions and growth;
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (v)

            	
              Manage
                the Company in such a way as to use best efforts to enhance Company
                shareholder value, maximize potential for
                profit;

            


    

     

    
      	 	
              (vi)

            	
              Ensure
                that all Company transactions are made in the best interests of the
                Company and its shareholders; and

            


    

     

    
      	 	
              (vii)

            	
              Perform
                such other duties as are reasonably associated with such position
                and such
                other duties consistent therewith as may reasonably be requested
                by
                Employer. 

            


    

     

    
      	 	
              B.

            	
              Executive
                shall notify Employer in writing promptly, but in no event later
                than five
                (5) days, after Executive has received notice of any of the
                following:

            


    

     

    
      	 	
              (i)

            	
              Executive
                becomes the subject of a disciplinary proceeding or action, or the
                subject
                of any investigation, sanction or similar action by any federal,
                state or
                private peer review organization or agency, or the subject of an
                audit or
                similar proceeding by any regulatory agency;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                event occurs that substantially interrupts all or a portion of Executive’s
                performance hereunder or that materially adversely affects Executive’s
                ability to perform his duties under this
                Agreement.

            


    

     

    
      	 	
              C.

            	
              As
                disclosed to Employer and with Employer’s full knowledge, the Executive
                maintains business interests outside the scope of those covered in
                this
                Agreement including those activities as owner and manager of other
                private
                business and investments (“Other Activities”). Regardless of Other
                Activities, Executive shall devote such of his business time, attention,
                knowledge, skill and energy to the business and affairs of the Employer
                during the Term as necessary to fulfill his obligations hereunder,
                and
                shall at all times use his best efforts and abilities to promote
                the
                Employer’s interests and as necessary to fulfill his obligations under
                Section
                2.B.

            


    

     

    
      	3.	
              COMPENSATION.

            


    

     

    
      	 	
              A.

            	
              Executive
                is deemed to be an employee of Employer for all purposes as provided
                by
                law, including for purposes of federal law and for purposes of state
                law
                related to taxes unemployment compensation, salary, benefits, and
                workers'
                compensation. As compensation for services rendered by Executive
                while
                employed hereunder, Employer will pay Executive the compensation
                set forth
                below: 

            


    

     

    
      	 	
              (i)

            	
              During
                the Term, as defined hereunder, the Employer shall pay Executive
                the
                salary of Two Hundred and Ninety-Five Thousand Dollars ($295,000)
                per
                annum as compensation (the “Compensation”).
                The Compensation shall be paid in regular bi-weekly payments, in
                accordance with Employer’s salary payment procedures as in effect from
                time to time. The Compensation shall be subject to withholding and
                deductions for all applicable taxes. In addition, Employer shall
                provide
                Executive bonus compensation during the Term as
                follows:

            


    

     

    
      	 	
              (a)

            	
              A
                performance target bonus equal to a maximum of thirty percent (35%)
                of the
                total cash value of each annual salary paid to Employee (“Target Bonus”)
                and determined solely at the election of the Board of Directors of
                Employer or such Compensation Committee as may be established by
                Employer
                and as calculated by such determining body on or about December 31
                of each
                year worked by Employee. It is understood that fifty percent (50%)
                of any
                such Target Bonus may be taken in the form of cash and the balance
                of such
                Target Bonus taken in the form of common stock by Employee and pro
                rata
                depending on the actual Target Bonus issued by the Employer in any
                given
                Term. The Target Bonus shall be based on annual goal attainment as
                set by
                the Employer for both Employee and the
                Company.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              Subject
                to the discretion of the Compensation Committee of the Company or,
                if
                none, at the discretion of the Board of Directors of the Company,
                Employee
                shall also be entitled to bonus cash compensation equal to thirty
                five
                percent (35%) of the total cash value of the annual salary payable
                to
                Employee for each and every merger and/or acquisition made by the
                Company
                of a non-affiliated third party entity (“Performance Bonus”) those closing
                of which provides no less than $1,000,000 of estimated annual accretive
                EBITDA to the Company.

            


    

     

    
      	 	
              (c)

            	
              It
                is understood and agreed that regardless of Employee’s performance
                hereunder and notwithstanding performance under Section 3 (A) (i)
                (a)
                and/or (b), above, the maximum total combined Target Bonus and Performance
                Bonus payable to Employee in any given 12 month period shall be no
                greater
                than one hundred percent (100%) of Employees annual salary for such
                period.

            


    

     

    
      	 	
              (ii)

            	
              Executive
                shall be eligible at Executive’s election to participate in any bonus or
                incentive programs on the same terms as instituted for key employees
                of
                Employer and as implemented by the Company’s Compensation Committee.
                

            


    

     

    
      	 	
              (iii)

            	
              Employer
                shall make available to the Executive employee benefits of the type
                Employer generally makes available to the other executive officers
                of
                Employer.

            


    

     

    
      	4.	
              VACATION
                TIME.
                

            


    

     

    For
      the
      Term, Executive shall be entitled to three (3) weeks of paid time off per
      contract year for vacation and one week for sick leave time (collectively
“PTO”). Thereafter, Executive shall be entitled to the amount of PTO for
      vacation, sick leave as may be made available by Employer to other persons
      similarly employed by it in positions and with seniority similar to that of
      Executive. 

     

    
      	5.	
              REIMBURSEMENT
                OF EXPENSES.
                

            


    

     

    Employer
      shall pay directly, or shall reimburse Executive upon presentation of an
      itemized accounting for, the following reasonable expenses as reasonably and
      in
      good faith approved in advance by Employer in accordance with Employer’s
      policies and procedures then in effect: 

     

    
      	 	
              A.

            	
              Costs
                of membership in, and subscription expenses for publications of,
                generally
                recognized organizations in which Executive is or may become a member,
                as
                well as the cost of journals, books, and other educational material
                reasonably related to the duties performed by Executive hereunder,
                as
                reasonably approved by Employer including but not limited to
                subscriptions, media, forums, and conferences, required cellphone
                use for
                the business, computer needs as mutually
                agreed;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              B.

            	
              Costs
                of transportation, room, and board and other expenses related to
                Executive's performance hereunder, as reasonably approved by Employer
                and
                including business-class travel arrangements for travel outside the
                continental United States and as afforded other key executives of
                the
                Company; and

            


    

     

    
      	 	
              C.

            	
              All
                other reasonable expenses incurred by Executive in connection with
                the
                performance of his duties under this Agreement, including expenses
                for
                entertainment and similar items. 

            


    

     

    
      	 	
              D.

            	
              Reimbursement
                of any and all reasonable health insurance premiums for Executive
                and his
                family, not to exceed $370 per month, commencing on the execution
                hereof
                and so long as this Agreement is in
                effect.

            


    

     

    
      	6.	
              TERM,
                RENEWAL, SUSPENSION OR TERMINATION.

            


    

     

    
      	 	
              A.

            	
              Unless
                terminated earlier pursuant to the provisions hereof, this Agreement
                and
                Executive's employment hereunder shall commence on the Effective
                Date and
                shall be guaranteed to continue for a minimum of two (2) years thereafter
                (“Term”)
                and shall renew thereafter for a period of two (2) years on each
                anniversary thereafter (each, a “Renewal
                Term”)
                unless written notice of the non-renewal has been given by one party
                to
                the other party no later than One Hundred and Eighty (180) days prior
                to
                the end of the then-current Term (“Notice Period”). Either Employer or
                Executive may terminate this Agreement at any time without cause
                upon One
                Hundred and Eighty (180) days notice to the other party provided
                that any
                balance payment of salary for the remainder of the Term period is
                paid in
                full to Employee along with all Additional Compensation and Bonus
                compensation in full and accelerated for full vesting so long as
                this
                Agreement is not terminated (a) by Executive or (b) by Employer for
                cause
                as defined herein.

            


    

     

    
      	 	
              B.

            	
              Employer
                may terminate this Agreement immediately upon written notice to Executive
                and without further pay at anytime “for cause" if:
                

            


    

     

    
      	 	
              (i)

            	
              Executive
                engages in acts of proven fraudulent conduct;


            


    

     

    
      	 	
              (ii)

            	
              Executive
                is convicted of a felony; 

            


    

     

    
      	 	
              (iii)

            	
              Executive
                fails to materially perform
                hereunder.

            


    

     

    
      	 	
              C.

            	
              This
                Agreement shall terminate upon the death of Executive. Employer
                may
                terminate this Agreement upon written notice to Executive or his
                personal
                representative at anytime for the disability (as hereinafter defined)
                of
                the Executive. For all purposes of this Agreement, "disability" shall
                mean
                temporary or permanent incapacity, physical or mental, which results
                in
                Executive's being unable to perform the requirements of his position
                hereunder for a continuous period in excess of four (4)
                months.

            


    

     

    
      	 	
              D.

            	
              Upon
                termination of this Agreement, Employer shall pay Executive all
                Compensation and any Bonus earned but not yet paid as of the date
                of
                termination. If this Agreement is terminated without cause, then
                Employer
                shall pay Executive any and all compensation due hereunder for a
                minimum
                of the total Term (one year) plus through the Notice Period (180
                days).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              7.

            	
              INSURANCE.
                

            


    

     

    During
      the Term, Employer shall provide Executive with Directors/Officers insurance,
      naming Executive as an insured as long as Executive is employed by Employer,
      including 

     

    a. rendering
      to and on behalf of Employer the services to be provided hereunder,


     

    b. receiving
      disability benefits from Employer as a result of temporary disability.


     

    So
      long
      as Executive was acting lawfully and professionally, within the scope of his
      duties and in compliance with his obligations hereunder, Employer shall
      indemnify and hold Executive harmless for any claims, causes of action,
      judgments or liabilities ("Liability") against or incurred by Executive in
      connection with or resulting from (a) the performance of his duties hereunder
      (such indemnification to be within the scope of liability insurance coverage
      for
      Executive procured by Employer and excluding any liabilities excluded by such
      insurance); (b) any Liability related to or arising from Executive's ownership
      of the Company common stock or options not including tax consequences arising
      from same, if any.

     

    
      	8.	
              RESTRICTIVE
                COVENANTS.
                

            


    

     

    
      	 	
              A.

            	
              During
                the term of this Agreement and any renewal period thereof and for
                a period
                of one (1) year following the date of expiration or termination of
                this
                Agreement, Executive shall not: 

            


    

     

    
      	 	
              (i)

            	
              Directly
                or indirectly attempt to solicit or solicit the Employer’s employees to
                terminate, curtail or restrict their relationship with Employer;
                

            


    

     

    
      	 	
              (ii)

            	
              Directly
                or indirectly attempt to solicit or solicit any person employed or
                contracted by Employer to leave their employment or not fulfill their
                contractual responsibility, whether or not the employment or contractual
                arrangement is full-time or temporary, pursuant to a written or oral
                agreement, or for a determined period or at will; or
                

            


    

     

    
      	 	
              (iii)

            	
              Directly
                or indirectly employ any person employed or contracted by Employer
                as of
                the date of expiration or termination of this Agreement, whether
                or not
                the employment or contractual arrangement is full-time or temporary,
                pursuant to a written or oral agreement, or for a determined period
                or at
                will. 

            


    

     

    
      	 	
              B.

            	
              Executive
                shall keep and maintain confidential at all times, during the Term
                and
                thereafter, all trade secrets or confidential or proprietary information
                of Employer, including but not limited to lists, data, know-how,
                technology, strategy and the terms and conditions of this Agreement
                (and
                all agreements and documents associated herewith) and shall not disclose
                the same to any third persons or entities whomsoever, except to
                Executive's legal counsel and accountants, and except as otherwise
                required by law, and Executive shall not use the same for personal
                gain.
                

            


    

     

    
      	 	
              C.

            	
              The
                provisions of this Section
                8,
                as
                well as all remedial provisions contained in this Agreement and related
                thereto, shall expressly survive the termination of this Agreement.
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              9.

            	
              MISCELLANEOUS.
                

            


    

     

    
      	 	
              A.

            	
              Any
                notice, consent, or other communication which either party hereto
                is
                required or permitted to give to the other party shall be deemed
                duly
                given if in writing and if delivered personally, sent by registered
                or
                certified mail, return receipt requested, or by overnight delivery
                by a
                nationally recognized courier, to the recipient at his or its address
                first stated above or at such other address of which he or it shall
                have
                given the other party due notice hereunder. All notices duly given
                hereunder shall be deemed effective (a) upon delivery if delivered
                personally, (b) forty-eight (48) hours after posting if mailed, or
                (c) the
                next business day if delivered by nationally recognized overnight
                courier
                service. 

            


    

     

    
      	 	
              B.

            	
              The
                failure of either party hereto to insist in any one or more instances
                upon
                the performance of any of the terms and conditions of this Agreement
                shall
                not be construed as a waiver or relinquishment of any right granted
                hereunder, or of the future performance of any such term or condition.
                

            


    

     

    
      	 	
              C.

            	
              Executive
                acknowledges that all files, records, lists, books, records, literature,
                products, computer hardware and software, cellular telephone and
                other
                materials owned by Employer or used by it in connection with the
                conduct
                of its business shall at all times remain the property of Employer
                as
                appropriate, and that upon termination of this Agreement, irrespective
                of
                the time manner, or cause of such termination, Executive will surrender
                to
                Employer as appropriate, all such files, records, lists, books, records,
                and other items of value, including but not limited to computer hardware
                and software, cellular telephone, etc.; provided, however, that upon
                Executive's termination of employment, he shall, at his own expense,
                be
                entitled to copy the records of any legal matter of the Company.
                The
                provisions of this Section shall expressly survive the termination
                of this
                Agreement. 

            


    

     

    
      	 	
              D.

            	
              This
                Agreement shall be binding upon and inure to the benefit of the
                successors, assigns, personal representatives, heirs, and legatees
                of the
                respective parties hereto. Executive acknowledges that this is an
                agreement to retain his personal services and, as such, Executive
                may not
                assign his rights under this Agreement. The parties hereby agree
                that
                Employer may, with the consent of Executive
                and upon assignment terms as may be required by Employer, assign
                this
                Agreement in whole or in part to any affiliate of Employer or any
                party
                that acquires all or substantially all of the assets of Employer.
                

            


    

     

    
      	 	
              E.

            	
              No
                modification or amendment of this Agreement shall be binding unless
                in
                writing add signed by the parties hereto.


            


    

     

    
      	 	
              F.

            	
              Any
                and all disputes arising out of, under, in connection with, or in
                relation
                to this Agreement shall be settled by arbitration in Los Angeles,
                California, utilizing JAMS in accordance with its rules and for which
                judgment upon any award rendered may be entered in any court having
                jurisdiction thereof. Any designated JAMS arbitrator shall be familiar
                with the corporate legal profession and such dispute resolution.
                

            


    

     

    
      	 	
              G.

            	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of California applicable to contracts made and to be
                wholly
                performed within said State. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              H.

            	
              Notwithstanding
                anything herein contained to the contrary, Executive, unless directed
                to
                do so by Employer, shall not have the right to enter into any material
                contracts or commitments for or on behalf of Employer without prior
                consent of Employer. 

            


    

     

    
      	 	
              I.

            	
              Neither
                party shall be liable or be deemed in default of this Agreement for
                any
                delay or failure to perform caused by Acts of God, war, disasters,
                strikes, or any similar cause beyond the control of either party.
                

            


    

     

    
      	 	
              J.

            	
              The
                headings contained in this Agreement are for reference purposes only
                and
                shall not affect in any way the meaning or interpretation of this
                Agreement. 

            


    

     

    
      	 	
              K.

            	
              This
                Agreement supersedes all previous contracts and constitutes the entire
                agreement between the parties. Executive specifically acknowledges
                that in
                entering into and executing this Agreement, Executive relies solely
                upon
                the representations and agreements contained in this Agreement and
                no
                others. 

            


    

     

    
      	 	
              L.

            	
              Employer
                and Executive are the mutual drafters of this Agreement.
                

            


    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed on and as of the day and year first above written. 

     

     

    EMPLOYER:
      INNOFONE.COM,
      INC.

     

     

    By:
      /s/
      Paul Shephard

    Paul
      Shephard

    Its:
      Secretary

     

    


     

    EXECUTIVE:

     

     

    By:
      /s/
      Alex Lightman

    Alex
      Lightman