Exhibit
      10.1

     

    


    


    


    


    


    


    AGREEMENT
      AND PLAN OF MERGER

    


    


    


    


    


    


    July
      1, 2006

     

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS 

     

    
      	 	
               Page

            
	
              SECTION
                ONE

            	
              1

            


    

    
      	
              1.

            	
              The
                Merger

            	
              1

            


    

    
      	 	
              1.1

            	
              The
                Merger

            	
              1

            
	 	
              1.2

            	
              Purchase
                Price

            	
              2

            
	 	
              1.3

            	
              Closing;
                Effective Time

            	
              2

            
	 	
              1.4

            	
              Effect
                of the Merger

            	
              2

            
	 	
              1.5

            	
              Articles
                of Incorporation; Bylaws

            	
              2

            
	 	
              1.6

            	
              Directors
                and Officers

            	
              2

            
	 	
              1.7

            	
              Effect
                on Capital Stock

            	
              3

            
	 	
              1.8

            	
              Surrender
                of Certificates

            	
              3

            
	 	
              1.9

            	
              No
                Further Ownership Rights in MTG Shares

            	
              4

            
	 	
              1.10

            	
              Innofone
                Charter Documents

            	
              4

            
	 	
              1.11

            	
              Taking
                of Necessary Action; Further Action

            	
              4

            


    

    
      	 	 
	
              SECTION
                TWO

            	
              4

            


    

    
      	
              2.

            	
              Representations
                and Warranties of MTG and MTG Shareholders

            	
              4

            


    

    
      	 	
              2.1

            	
              Organization;
                Subsidiaries

            	
              5

            
	 	
              2.2

            	
              Articles
                of Incorporation and Bylaws

            	
              5

            
	 	
              2.3

            	
              Capital
                Structure

            	
              5

            
	 	
              2.4

            	
              Authority

            	
              5

            
	 	
              2.5

            	
              No
                Conflicts; Required Filings and Consents

            	
              5

            
	 	
              2.6

            	
              Financial
                Statements

            	
              6

            
	 	
              2.7

            	
              Absence
                of Undisclosed Liabilities

            	
              6

            
	 	
              2.8

            	
              Absence
                of Certain Changes

            	
              7

            
	 	
              2.9

            	
              Litigation

            	
              6

            
	 	
              2.10

            	
              Restrictions
                on Business Activities

            	
              6

            
	 	
              2.11

            	
              Permits;
                Company Products; Regulation

            	
              7

            
	 	
              2.12

            	
              Title
                to Property

            	
              7

            
	 	
              2.13

            	
              Intellectual
                Property

            	
              7

            
	 	
              2.14

            	
              Taxes

            	
              8

            
	 	
              2.15

            	
              Employee
                Matters

            	
              9

            
	 	
              2.16

            	
              Material
                Contracts

            	
              9

            
	 	
              2.17

            	
              Interested
                Party Transactions

            	
              10

            
	 	
              2.18

            	
              Insurance

            	
              10

            
	 	
              2.19

            	
              Compliance
                With Laws

            	
              10

            
	 	
              2.20

            	
              Minute
                Books

            	
              10

            
	 	
              2.21

            	
              Complete
                Copies of Materials

            	
              10

            
	 	
              2.22

            	
              Brokers’
                and Finders’ Fees

            	
              10

            
	 	
              2.23

            	
              No
                Vote Required

            	
              11

            
	 	
              2.24

            	
              Third
                Party Consents

            	
              11

            
	 	
              2.25

            	
              Representations
                Complete

            	
              11

            


    

    
    

     

    
      
        
        

      

      
        -
          i -

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                THREE

            	
              11

            


    

    
      	
              3.

            	
              Representations
                and Warranties of Acquiror

            	
              11

            


    

    
      	 	
              3.1

            	
              Organization,
                Standing and Power

            	
              11

            
	 	
              3.2

            	
              Capital
                Structure

            	
              11

            
	 	
              3.3

            	
              Authority

            	
              12

            
	 	
              3.4

            	
              No
                Conflict; Required Filings and Consents

            	
              12

            
	 	
              3.5

            	
              SEC
                Documents; Financial Statements

            	
              12

            
	 	
              3.6

            	
              Absence
                of Undisclosed Liabilities

            	
              13

            
	 	
              3.7

            	
              Absence
                of Certain Changes

            	
              13

            
	 	
              3.8

            	
              Litigation

            	
              13

            
	 	
              3.9

            	
              Governmental
                Authorization

            	
              13

            
	 	
              3.10

            	
              Compliance
                With Laws

            	
              14

            
	 	
              3.11

            	
              Broker’s
                and Finders’ Fees

            	
              14

            
	 	
              3.12

            	
              Accounting
                and Tax Matters

            	
              14

            


    

    
      	 	 
	
              SECTION
                FOUR

            	
              14

            


    

    
      	
              4.

            	
              Conduct
                Prior to the Effective Time

            	
              14

            


    

    
      	 	
              4.1

            	
              Conduct
                of Business of MTG and Innofone

            	
              14

            
	 	
              4.2

            	
              Conduct
                of Business of MTG

            	
              15

            
	 	
              4.3

            	
              No
                Solicitation

            	
              16

            


    

    
      	 	 
	
              SECTION
                FIVE

            	
              17

            


    

    
      	
              5.

            	
              Additional
                Agreements

            	
              17

            


    

    
      	 	
              5.1

            	
              Best
                Efforts and Further Assurances

            	
              17

            
	 	
              5.2

            	
              Consents;
                Cooperation

            	
              17

            
	 	
              5.3

            	
              Access
                to Information

            	
              17

            
	 	
              5.4

            	
              Confidentiality

            	
              18

            
	 	
              5.5

            	
              Public
                Disclosure

            	
              18

            
	 	
              5.6

            	
              State
                Statutes

            	
              18

            
	 	
              5.7

            	
              Filings
                or Notices Pursuant to Securities Laws

            	
              18

            
	 	
              5.8

            	
              Unamimous
                Consent of Stockholders

            	
              19

            
	 	
              5.9

            	
              Acquisition
                of Innofone Common Stock

            	
              19

            
	 	
              5.10

            	
              Employment
                Agreements

            	
              21

            
	 	
              5.11

            	
              Innofone
                Restructuring

            	
              21

            


    

    
      	 	 
	 SECTION
              SIX	
               22

            


    

    
      	
              6.

            	
              Conditions
                to the Merger

            	
              22

            


    

    
      	 	
              6.1

            	
              Conditions
                to Obligations of Each Party to Effect the Merger

            	
              22

            
	 	
              6.2

            	
              Additional
                Conditions to Obligations of MTG

            	
              22

            
	 	
              6.3

            	
              Additional
                Conditions to the Obligations of Innofone

            	
              23

            


    

    
      	 	 
	SECTION
              SEVEN	
               24

            


    

    
      	
              7.

            	
              Termination,
                Amendment and Waiver

            	
              24

            


    

    
    

     

    
      
        
        

      

      
        -
          ii -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.1

            	
              Termination

            	
              24

            
	 	
              7.2

            	
              Effect
                of Termination

            	
              25

            
	 	
              7.3

            	
              Expenses
                and Termination Fees

            	
              25

            
	 	
              7.4

            	
              Amendment

            	
              25

            
	 	
              7.5

            	
              Extension;
                Waiver

            	
              25

            


    

    
      	 	 
	SECTION
              EIGHT	
               26

            


    

    
      	
              8.

            	
              Escrow
                and Indemnification

            	
              26

            


    

    
      	 	
              8.1

            	
              Survival
                of Representations and Warranties

            	
              26

            
	 	
              8.2

            	
              Indemnification
                by MTG and MTG Share

            	
              26

            
	 	
              8.3

            	
              Indemnification
                by Innofone

            	
              26

            
	 	
              8.4

            	
              Exclusive
                Contractual Remedy and Limitations

            	
              26

            


    

    
      	 	 
	
              SECTION
                NINE

            	
               27

            


    

    
      	
              9.

            	
              General
                Provisions

            	
              27

            


    

    
      	 	
              9.1

            	
              Survival
                of Warranties

            	
              27

            
	 	
              9.2

            	
              Notices

            	
              27

            
	 	
              9.3

            	
              Interpretation

            	
              27

            
	 	
              9.4

            	
              Counterparts

            	
              28

            
	 	
              9.5

            	
              Entire
                Agreement; Nonassignability; Parties in Interest

            	
              28

            
	 	
              9.6

            	
              Severability

            	
              28

            
	 	
              9.7

            	
              Remedies
                Cumulative

            	
              28

            
	 	
              9.8

            	
              Governing
                Law

            	
              28

            
	 	
              9.9

            	
              Rules
                of
                Construction

            	
              28

            
	 	
              9.10

            	
              Amendments
                and Waivers

            	
              28

            


    

    
 

    
      
        
        

      

      
        -
          iii -

        
          

        

      

      
        
        

      

    

     

    AGREEMENT
      AND PLAN OF MERGER

     

    


    This
      AGREEMENT
      AND PLAN OF MERGER (the
      “Agreement”) is made and entered into as of July 1, 2006, by and among
      Innofone.com, Inc. (“Innofone” or “Purchaser”), a Nevada corporation, Mobile
      Tech Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of
      Innofone (“Merger Sub” or the “Surviving Corporation”), Mobile Technology Group,
      Inc., a Nevada corporation (“MTG”), and its holders (the “MTG Shareholders”).
      The parties hereto are sometime hereinafter collectively referred to as the
      “Parties.” 

     

    RECITALS

     

    WHEREAS,
      Purchaser desires to acquire MGT through the merger of MGT with and into Merger
      Sub (the “Merger”), with Merger Sub being the surviving corporation of the
      Merger, pursuant to which all MGT Shares (as defined below) of MGT issued and
      outstanding at the Effective Time (as defined below), will be converted into
      the
      right to receive the Stock Consideration (as defined below), each as more fully
      provided herein;

    


    WHEREAS,
      the MGT
      Shareholders own all of the currently issued and outstanding MGT
      Shares;

    


    WHEREAS,
      MGT
      desires to be merged with and into Merger Sub and the MGT Shareholders shall
      be
      entitled to receive the Stock Consideration in exchange for their MGT
      Shares.

    


    WHEREAS,
      the
      respective boards of directors of Innofone, Merger Sub and MGT, and the MGT
      Shareholders, have determined that the Merger is desirable and in the best
      interests of their respective shareholders and, by resolutions duly adopted,
      have approved and adopted this Agreement.

    


    WHEREAS,
      Innofone, Merger Sub and MGT are executing and delivering this Agreement in
      reliance upon the exemption from securities registration afforded by the
      provisions of Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”).

    


     

    AGREEMENT

     

    The
      parties hereby agree as follows: 

     

    SECTION
      ONE

     

    1.    The
      Merger.

     

    1.1    The
      Merger.
      At the
      Effective Time (as defined below) and subject to and upon the terms and
      conditions of this Agreement, the Certificate of Merger attached hereto as
      Exhibit A
      (the
“Certificate of Merger”) and the applicable provisions of the Nevada
      Corporations Code (“Nevada Law”), MTG shall (i) be merged with and into Merger
      Sub and the separate corporate existence of MTG shall cease; (ii) the Merger
      Sub
      shall continue as the surviving corporation of the Merger, remaining as a
      wholly-owned subsidiary of Innofone; and (iii) Merger Sub shall be operated
      as a
      subsidiary and/or division of Innofone under various agreements and
      inter-company agreements to be entered into by and/or between Merger Sub and
      Innofone. MTG shall tender and exchange all the MGT Shares to Merger Sub at
      the
      price (the “Purchase Price”) set forth in Paragraph 1.2 below. 

     

    
      
        
        

      

      
        -
          1 -

        
          

        

      

      
        
        

      

    

     

    1.2    Purchase
      Price.
      In
      consideration for all issued and outstanding MTG Shares, Purchaser shall provide
      the following:

     

        (a)    Cash
      Deposit.
      Innofone
      has paid prior, as a good faith deposit against the terms provided hereunder,
      to
      MTG total cash of $7,500. 

     

               (b)    Stock
      Issuance to MTG Shareholders.
      Upon
      Closing Date (as defined below), Innofone shall tender to MTG Shareholders,
      according to their respective common stock holdings at the Closing Date,
      1,441,441 shares of restricted Common Stock of Innofone (the “Stock
      Consideration”). All Stock Consideration issued hereunder shall be free and
      clear of all liens and encumbrances other than carrying a restrictive legend.
      

     

    1.3    Closing;
      Effective Time.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place on July 1, 2006 or as soon as practicable, (and in no event later
      than five business days after the satisfaction or waiver of each of the
      conditions set forth in Section 4 below or at such other time as the
      parties agree (the “Closing Date”). In connection with the Closing, the Parties
      shall cause the Merger to be consummated by filing the Certificate of Merger,
      together with the required officers’ certificates, with the Secretary of State
      of the State of Nevada, in accordance with the relevant provisions of Nevada
      Law
      (the time of such filing being the “Effective Time”). The Closing shall
      take place at the offices of MTG, or at such other location as the parties
      agree. 

     

    1.4    Effect
      of the Merger.
      At the
      Effective Time, the effect of the Merger shall be as provided in this Agreement,
      the Certificate of Merger and the applicable provisions of Nevada Law.
      At
      the Effective Time, all the property, rights, privileges, powers and franchises
      of MTG shall vest in the Surviving Corporation, and all debts, liabilities
      and
      duties of MTG shall become the debts, liabilities and duties of the Surviving
      Corporation.

     

    1.5    Articles
      of Incorporation; Bylaws.

     

    (a)    At
      the
      Effective Time, the Articles of Incorporation of MTG, as in effect immediately
      prior to the Effective Time, shall be the Articles of Incorporation of the
      Surviving Corporation until thereafter amended as provided by Nevada Law
      and
      such Articles of Incorporation.

     

    (b)    At
      the
      Effective Time, the Bylaws of MTG, as in effect immediately prior to the
      Effective Time, shall be the Bylaws of the Surviving Corporation until
      thereafter amended as provided by law, the Articles of Incorporation of the
      Surviving Corporation and such Bylaws.

     

    1.6    Directors
      and Officers.
      At
      the
      Effective Time, the officers and directors of MTG immediately prior to the
      Effective Time shall resign and Kirk Anderson, Ricardo Micheri, and James Tyner.
      (the “MTG Division Directors”) shall be the directors of the Surviving
      Corporation. The officers of MTG immediately prior to the Effective Time shall
      resign and Kirk Anderson, Ricardo Micheri, James Tyner, Justin Saman, and Gerard
      N. Casale, Jr. shall be the officers of the Surviving Corporation, in each
      case
      until their respective successors are duly elected or appointed and
      qualified.

     

    1.7    Effect
      on MTG Shares.
      By
      virtue of the Merger and without any action on the part of MTG or any of its
      respective stockholders, the following shall occur at the Effective
      Time:

     

    (a)    Conversion
      of MTG Shares.
      All
      of
      the issued and outstanding shares of MTG (the “MTG Shares”) issued and
      outstanding immediately prior to the Effective Time shall be converted and
      exchanged for Stock Consideration in the amounts as set forth on Exhibit
      B
      attached
      hereto. All MTG Shares, when so converted, shall no longer be outstanding and
      shall automatically be cancelled and retired and shall cease to exist, and
      each
      holder of a certificate representing any such MTG Shares shall cease to have
      any
      rights with respect thereto, except the right to receive the Stock Consideration
      therefore upon the surrender of such certificate(s) in accordance with Section
      1.8 below, without interest. 

      

    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

     

    (b)    Dissenters’
      Rights.
      MTG
      Shares held by persons have neither executed this Agreement nor approved the
      Merger contemplated hereby, are entitled to exercise dissenters’ rights in
      accordance with Chapter 13 of Nevada Law (“Dissenting Shares”). Dissenting
      Shares shall not be converted into Innofone Common Stock but shall instead
      be
      converted into the right to receive such consideration as may be determined
      to
      be due with respect to such Dissenting Shares pursuant to Nevada Law.
      MTG
      agrees that, except with the prior written consent of Innofone, or as required
      under Nevada Law,
      it
      will not voluntarily make any payment with respect to, or settle or offer to
      settle, any such purchase demand. 

     

    1.8    Surrender
      of Certificates.

     

    (a)    Innofone
      to Provide Common Stock.
      Promptly
      after the Effective Time, Innofone shall make available to MTG for exchange
      in
      accordance with this Section 1, through such reasonable procedures as
      Innofone may adopt, the Stock Consideration. 

     

    (b)    Exchange
      Procedures.
      Promptly
      after the Effective Time, the Surviving Corporation shall cause to be mailed
      to
      each holder of record of a certificate or certificates (the “Certificates”)
      which immediately prior to the Effective Time represented outstanding MTG
      Shares, whose shares were converted into the right to receive shares the Stock
      Consideration pursuant
      to Section 1.7, (i) a letter of transmittal (which shall specify that
      delivery shall be effected, and risk of loss and title to the Certificates
      shall
      pass, only upon receipt of the Certificates by the MTG Shareholders, and shall
      be in such form and have such other provisions as Innofone may reasonably
      specify) and (ii) instructions for use in effecting the surrender of the
      Certificates in exchange for certificates representing shares of Innofone Common
      Stock. Upon surrender of a Certificate for cancellation to the MTG Shareholders
      or to such other agent or agents as may be appointed by Innofone, together
      with
      such letter of transmittal, duly completed and validly executed in accordance
      with the instructions thereto, the holder of such Certificate shall be entitled
      to receive in exchange therefor a certificate representing the number of whole
      shares of Innofone Common Stock as
      indicated on Exhibit B hereto, and the Certificate so surrendered shall
      forthwith be cancelled. Until so surrendered, each Certificate will be deemed
      from and after the Effective Time, for all corporate purposes, to evidence
      the
      ownership of the number of full shares of Innofone Common Stock into which
      such
      shares of MTG Shares shall have been so converted. 

     

    (c)    No
      Liability.
      Notwithstanding
      anything to the contrary in this Section 1.8, none of the Surviving Corporation
      or any party hereto shall be liable to any person for any amount properly paid
      to a public official pursuant to any applicable abandoned property, escheat
      or
      similar law.

     

    (d)    Distributions
      With Respect to Unexchanged Shares.
      No
      dividends or other distributions with respect to Innofone Common Stock with
      a
      record date after the Effective Time will be paid to the holder of any
      unsurrendered Certificate with respect to the shares of Innofone Common Stock
      represented thereby until the holder of record of such Certificate shall
      surrender such Certificate. Subject to applicable law, following surrender
      of
      any such Certificate, there shall be paid to the record holder of the
      certificates representing whole shares of Innofone Common Stock issued in
      exchange therefor, without interest, at the time of such surrender, the amount
      of any such dividends or other distributions with a record date after the
      Effective Time payable (but for the provisions of this Section 1.8(d)) with
      respect to such shares of Innofone Common Stock.

     

    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    

     

    (e)    Transfers
      of Ownership.
      If any
      certificate for shares of Innofone Common Stock is to be issued in a name other
      than that in which the Certificate surrendered in exchange therefor is
      registered, it will be a condition of such issuance that the Certificate so
      surrendered will be properly endorsed and otherwise in proper form for transfer
      and that the person requesting such exchange will have paid to Innofone or
      any
      agent designated by it any transfer or other taxes required by reason of the
      issuance of a certificate for shares of Innofone Common Stock in any name other
      than that of the registered holder of the Certificate surrendered, or
      established to the satisfaction of Innofone or any agent designated by it that
      such tax has been paid or is not payable. In addition, the transferee of such
      issuance shall agree to the placing of any required restrictive legends on
      the
      new certificate for such shares of Innofone Common Stock. 

     

    1.9    No
      Further Ownership Rights in MTG Shares.
      All MTG
      Shares issued upon the surrender for exchange of shares of Innofone Common
      Stock
      in accordance with the terms hereof shall be deemed to have been issued in
      full
      satisfaction of all rights pertaining to such MTG Shares, and there shall be
      no
      further registration of transfers on the records of the Surviving Corporation
      of
      MTG Shares that were outstanding immediately prior to the Effective Time. If,
      after the Effective Time, Certificates are presented to the Surviving
      Corporation for any reason, they shall be cancelled and exchanged as provided
      in
      this Section 1.

     

    1.10    Innofone
      Charter Documents.
      At or
      prior to the Closing Date, the Articles of Incorporation and By Laws of MGT
      shall be amended and restated in the forms of Exhibits C-1 and C-2,
      respectively, attached hereto and incorporated herein by reference.

     

    1.11    Taking
      of Necessary Action; Further Action.
      If
      at any
      time after the Effective Time, any further action is necessary or desirable
      to
      carry out the purposes of this Agreement and to vest the Surviving Corporation
      with full right, title and possession to all assets, property, rights,
      privileges, powers and franchises of MTG, the officers and directors of MTG
      are
      fully authorized in the name of their respective corporations or otherwise
      to
      take, and will take, all such lawful and necessary action, so long as such
      action is not inconsistent with this Agreement.

     

    SECTION
      TWO

     

    2.    Representations
      and Warranties of MTG and MTG Shareholders.

     

    In
      this
      Agreement, any reference to a “Material Adverse Effect” with respect to any
      entity or group of entities means any event, change or effect that, when taken
      individually or together with all other adverse changes and effects, is or
      is
      reasonably likely to be materially adverse to the condition (financial or
      otherwise), properties, assets, liabilities, business, operations, results
      of
      operations or prospects of such entity and its subsidiaries, taken as a whole,
      or to prevent or materially delay consummation of the Merger or otherwise to
      prevent such entity and its subsidiaries from performing their obligations
      under
      this Agreement.

     

    In
      this
      Agreement, any reference to a party’s “knowledge” means such party’s actual
      knowledge after due and diligent inquiry of officers, directors and other
      employees of such party reasonably believed to have knowledge of the matter
      in
      questions.

     

    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    

     

    Except
      as
      disclosed in a document dated as of the date of this Agreement and delivered
      by
      MTG to Innofone prior to the execution and delivery of this Agreement and
      referring to the representations and warranties in this Agreement (the “MTG
      Disclosure Schedule”), MTG and MTG Shareholders hereby jointly and severally
      represent and warrant to Merger Sub and Innofone as follows:

     

    2.1    Organization;
      Subsidiaries.
      MTG
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of its jurisdiction of organization. MTG has the requisite corporate power
      and
      authority and all necessary government approvals to own, lease and operate
      its
      properties and to carry on its business as now being conducted and as proposed
      to be conducted, except where the failure to have such power, authority and
      governmental approvals would not, individually or in the aggregate, have a
      Material Adverse Effect on MTG. MTG is duly qualified or licensed as a foreign
      corporation to do business, and is in good standing, in each jurisdiction where
      the character of the properties owned, leased or operated by it or the nature
      of
      its business makes such qualification or licensing necessary, except for such
      failures to be so qualified or licensed and in good standing that would not,
      individually or in the aggregate, have a Material Adverse Effect on MTG. MTG
      has
      no subsidiaries and the MTG does not directly or indirectly own any equity
      or
      similar interest in, or any interest convertible into or exchangeable or
      exercisable for, any equity or similar interest in, any corporation,
      partnership, limited liability company, joint venture or other business
      association or entity.

     

    2.2    Articles
      of Incorporation and Bylaws.
      MTG
      has
      delivered to Merger Sub and Innofone a true and correct copy of the Articles
      of
      Incorporation and Bylaws or other charter documents of MTG as amended to date.
      MTG is not in violation of any of the provisions of its Articles of
      Incorporation or Bylaws or equivalent organizational documents.

     

    2.3    Capital
      Structure.
      The
      authorized capital stock of MTG consists of 2,500 shares of Common Stock of
      which 1,000 shares are presently issued and outstanding as of the date of this
      Agreement. There are no other outstanding shares of capital stock or voting
      securities and no outstanding commitments to issue any shares of capital stock
      or voting securities. All outstanding MTG Shares are duly authorized, validly
      issued, fully paid and non-assessable and are free of any liens or encumbrances
      other than any liens or encumbrances created by or imposed upon the holders
      thereof, and are not subject to preemptive rights or rights of first refusal
      created by statute, the Articles of Incorporation or Bylaws of MTG or any
      agreement to which MTG is a party or by which it is bound. All outstanding
      MTG
      Shares were issued in compliance with all applicable federal and state
      securities laws. There are no contracts, commitments or agreements relating
      to
      voting, purchase or sale of MTG’s capital stock (i) between or among MTG and any
      of its Shareholders and (ii) to the best of MTG’s knowledge, between or among
      any of MTG’s Shareholders. 

     

    2.4    Authority.
      MTG
      has
      all requisite corporate power and authority to enter into this Agreement and
      to
      consummate the transactions contemplated hereby. The execution and delivery
      of
      this Agreement and the consummation of the transactions contemplated hereby
      have
      been duly authorized by all necessary corporate action on the part of MTG.
      MTG’s
      Board of Directors has unanimously approved the Merger and this Agreement.
      This
      Agreement has been duly executed and delivered by MTG and all MTG Shareholders
      and assuming due authorization, execution and delivery by Merger Sub and
      Innofone, constitutes the valid and binding obligation of MTG enforceable
      against MTG in accordance with its terms. 

     

    
      
        
        

      

      
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    2.5    No
      Conflicts; Required Filings and Consents.

     

    (a)    The
      execution and delivery of this Agreement by MTG does not, and the consummation
      of the transactions contemplated hereby will not, conflict with, or result
      in
      any violation of, or default under (with or without notice or lapse of time,
      or
      both), or give rise to a right of termination, cancellation or acceleration
      of
      any obligation or loss of any benefit under (i) any provision of the
      Articles of Incorporation or Bylaws of MTG, as amended, or (ii) any
      material mortgage, indenture, lease, contract or other agreement or instrument,
      permit, concession, franchise, license, judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to MTG or any of its properties or
      assets. The
      parties acknowledge that Gerard N. Casale, Jr. (“Casale”) is a shareholder of
      both MTG and Innofone and has also acted in the past as corporate counsel to
      MTG
      and is currently Vice President of Business & Legal Affairs at Innofone. As
      such, the parties understand that a conflict of interest may exist in Casale’s
      equity holdings and representation as counsel to both parties and by executing
      below hereby waive any such conflict of interest existing in the past or present
      or arising in the future. Casale has abstained from any affirmative vote or
      consent or approval of this Agreement or the contemplated subject merger
      transaction.

     

    (b)    No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any court, administrative agency or commission or other
      governmental authority or instrumentality (“Governmental Entity”) is required by
      or with respect to MTG in connection with the execution and delivery of this
      Agreement or the consummation of the transactions contemplated hereby, except
      for (i) the filing of the Certificate of Merger, together with the required
      officers’ certificates, as provided in Section 1.2,
      (ii) such consents, approvals, orders, authorizations, registrations,
      declarations and filings as may be required under the Securities Exchange Act
      of
      1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended
      (the “Securities Act”), applicable state securities laws and the securities laws
      of any foreign country; and (iii) such other consents, authorizations,
      filings, approvals and registrations which, if not obtained or made, would
      not
      have a Material Adverse Effect on MTG and would not prevent, or materially
      alter
      or delay any of the transactions contemplated by this Agreement.

     

    2.6    Financial
      Statements.
      Section 2.6 of the MTG Disclosure Schedule includes a true, correct and
      complete copy of MTG’s unaudited financial statements for each of the fiscal
      year ended December 31, 2005, and for the three-month period ended March 31,
      2006, (collectively, the “Financial Statements”). 

     

    2.7    Absence
      of Undisclosed Liabilities.
      MTG
      has
      no material obligations or liabilities of any nature (matured or unmatured,
      fixed or contingent) other than (i) those set forth or adequately provided
      for in the Balance Sheet for the period ended March 31, 2006, (the “MTG Balance
      Sheet”); (ii) those incurred in the ordinary course of business and not
      required to be set forth in the MTG Balance Sheet under generally accepted
      accounting principles; (iii) those incurred in the ordinary course of
      business since the date of the MTG Balance Sheet and consistent with past
      practice; and (iv) those incurred in connection with the execution of this
      Agreement.

     

    2.8    Absence
      of Certain Changes.
      Except
      as
      set forth on MTG Disclosure Schedule, since March 31, 2006 (the “MTG Balance
      Sheet Date”) there has not been, occurred or arisen any material change in MTG’s
      business or corporate operations or its financial condition. 

     

    2.9    Litigation.
      There
      is
      no private or governmental action, suit, proceeding, claim, arbitration or
      investigation pending before any agency, court or tribunal, foreign or domestic,
      or, to the knowledge of MTG, threatened against MTG or any of its properties
      or
      any of its officers or directors (in their capacities as such) that,
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect on MTG. There is no judgment, decree or order against
      MTG or, to the best knowledge of MTG, any of its directors or officers (in
      their
      capacities as such), that could prevent, enjoin, or materially alter or delay
      any of the transactions contemplated by this Agreement, or that could reasonably
      be expected to have a Material Adverse Effect on MTG. 

     

    
      
        
        

      

      
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    2.10    Restrictions
      on Business Activities.
      There
      is
      no agreement, judgment, injunction, order or decree binding upon MTG that has
      or
      could reasonably be expected to have the effect of prohibiting or materially
      impairing any current or future business practice of MTG, any acquisition of
      property by MTG or the overall conduct of business by MTG as currently conducted
      or as proposed to be conducted by MTG. MTG has not entered into any agreement
      under which MTG is restricted from selling, licensing or otherwise distributing
      any of its products to any class of customers, in any geographic area, during
      any period of time or in any segment of the market.

     

    2.11    Permits;
      Company Products; Regulation.

     

    (a)    MTG
      is in
      possession of all franchises, grants, authorizations, licenses, permits,
      easements, variances, exceptions, consents, certificates, approvals and orders
      necessary for MTG, to own, lease and operate its properties or to carry on
      its
      business as it is now being conducted (the “MTG Authorizations”). 

     

    (b)    MTG
      has
      obtained, in all countries where either MTG is marketing or has marketed its
      products, all applicable licenses, registrations, approvals, clearances and
      authorizations required by local, state or federal agencies in such countries
      regulating the safety, effectiveness and market clearance of the products
      currently or previously marketed by MTG in such countries, except for any such
      failures as would not, individually or in the aggregate, have a Material Adverse
      Effect on MTG. 

     

    2.12    Title
      to Property.

     

    (a)    MTG
      has
      good and marketable title to all of its respective properties, interests in
      properties and assets, real and personal, reflected in the MTG Balance Sheet
      or
      acquired after the MTG Balance Sheet Date (except properties, interests in
      properties and assets sold or otherwise disposed of since the MTG Balance Sheet
      Date in the ordinary course of business), or with respect to leased properties
      and assets, valid leasehold interests in, free and clear of all mortgages,
      liens, pledges, charges or encumbrances of any kind or character, except
      (i) the lien of current taxes not yet due and payable, (ii) such
      imperfections of title, liens and easements as do not and will not materially
      detract from or interfere with the use of the properties subject thereto or
      affected thereby, or otherwise materially impair business operations involving
      such properties, and (iii) liens securing debt which is reflected on the
      MTG Balance Sheet. 

     

    (b)    Section
      2.12(b) of the MTG Disclosure Schedule also sets forth a true, correct and
      complete list of all equipment (the “Equipment”)
      owned
      or leased by MTG, and such Equipment is, taken as a whole, (i) adequate for
      the conduct of MTG’s business, consistent with its past practice, and
      (ii) in good operating condition (except for ordinary wear and
      tear).

     

    2.13    Intellectual
      Property.

     

    (a)    MTG
      owns,
      or is licensed or otherwise possesses legally enforceable rights to use all
      patents, patent rights, trademarks, trademark rights, trade names, trade name
      rights, service marks, copyrights, and any applications for any of the
      foregoing, maskworks, net lists, schematics, industrial models, inventions,
      technology, know-how, trade secrets, inventory, ideas, algorithms, processes,
      computer software programs or applications (in both source code and object
      code
      form), and tangible or intangible proprietary information or material
      (“Intellectual Property”) that are used or proposed to be used in MTG’s business
      as currently conducted or as proposed to be conducted by MTG, except to the
      extent that the failure to have such rights have not had and could not
      reasonably be expected to have a Material Adverse Effect on MTG.

     

    
      
        
        

      

      
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    (b)    There
      is
      no material unauthorized use, disclosure, infringement or misappropriation
      of
      any Intellectual Property rights of MTG, any trade secret material to MTG or
      any
      Intellectual Property right of any third party to the extent licensed by or
      through MTG, by any third party, including any employee or former employee
      of
      MTG. MTG has not entered into any agreement to indemnify any other person
      against any charge of infringement of any Intellectual Property, other than
      indemnification provisions contained in purchase orders arising in the ordinary
      course of business.

     

    (c)    MTG
      is
      not or will not be as a result of the execution and delivery of this Agreement
      or the performance of its obligations under this Agreement, in breach of any
      license, sublicense or other agreement relating to the Intellectual Property
      or
      Third Party Intellectual Property Rights, the breach of which would have a
      Material Adverse Effect on MTG.

     

    2.14    Taxes.

     

    (a)    For
      purposes of this Section 2.14 and other provisions of this Agreement relating
      to
      Taxes, the following definitions shall apply:

     

    (i)    The
      term
“Taxes” shall mean all taxes, however denominated, including any interest,
      penalties or other additions to tax that may become payable in respect thereof,
      (A) imposed by any federal, territorial, state, local or foreign government
      or any agency or political subdivision of any such government, which taxes
      shall
      include, without limiting the generality of the foregoing, all income or profits
      taxes (including but not limited to, federal, state and foreign income taxes),
      payroll and employee withholding taxes, unemployment insurance contributions,
      social security taxes, sales and use taxes, ad valorem taxes, excise taxes,
      franchise taxes, gross receipts taxes, withholding taxes, business license
      taxes, occupation taxes, real and personal property taxes, stamp taxes,
      environmental taxes, transfer taxes, workers’ compensation, Pension Benefit
      Guaranty Corporation premiums and other governmental charges, and other
      obligations of the same or of a similar nature to any of the foregoing, which
      are required to be paid, withheld or collected, (B) any liability for the
      payment of amounts referred to in (A) as a result of being a member of any
      affiliated, consolidated, combined or unitary group, or (C) any liability
      for amounts referred to in (A) or (B) as a result of any obligations to
      indemnify another person.

     

    (ii)    The
      term
“Returns” shall mean all reports, estimates, declarations of estimated tax,
      information statements and returns required to be filed in connection with
      any
      Taxes, including information returns with respect to backup withholding and
      other payments to third parties.

     

    (b)    All
      Returns required to be filed by or on behalf of MTG have been duly filed on
      a
      timely basis and such Returns are true, complete and correct. All Taxes shown
      to
      be payable on such Returns or on subsequent assessments with respect thereto,
      and all payments of estimated Taxes required to be made by or on behalf of
      MTG
      under Section 6655 of the Code or comparable provisions of state, local or
      foreign law, have been paid in full on a timely basis, and no other Taxes are
      payable by MTG Subsidiary with respect to items or periods covered by such
      Returns (whether or not shown on or reportable on such Returns). MTG has
      withheld and paid over all Taxes required to have been withheld and paid over,
      and complied with all information reporting and backup withholding in connection
      with amounts paid or owing to any employee, creditor, independent contractor,
      or
      other third party. MTG has received, from each employee who holds stock that
      is
      subject to a substantial risk of forfeiture as of the date hereof, a copy of
      the
      election(s) made under Section 83(b) of the Code with respect to all such
      shares, and such elections were validly made and filed with the Internal Revenue
      Service in a timely fashion. There are no liens on any of the assets of MTG
      with
      respect to Taxes, other than liens for Taxes not yet due and payable or for
      Taxes that MTG is contesting in good faith through appropriate proceedings.
      MTG
      has not been at any time a member of an affiliated group of corporations filing
      consolidated, combined or unitary income or franchise tax returns for a period
      for which the statute of limitations for any Tax potentially applicable as
      a
      result of such shareholdership has not expired.

     

    
      
        
        

      

      
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    (c)    The
      amount of MTG’s liabilities for unpaid Taxes for all periods through the date of
      the Financial Statements do not, in the aggregate, exceed the amount of the
      current liability accruals for Taxes reflected on the Financial Statements,
      and
      the Financial Statements properly accrue in accordance with generally accepted
      accounting principles (“GAAP”) all liabilities for Taxes of MTG payable after
      the date of the Financial Statements attributable to transactions and events
      occurring prior to such date. No liability for Taxes of MTG has been incurred
      or
      material amount of taxable income has been realized (or prior to and including
      the Effective Time will be incurred or realized) since such date other than
      in
      the ordinary course of business.

     

    (d)    Merger
      Sub and Innofone have been furnished by MTG true and complete copies of
      (i) relevant portions of income tax audit reports, statements of
      deficiencies, closing or other agreements received by or on behalf of MTG
      relating to Taxes, and (ii) all federal, state and foreign income or
      franchise tax returns and state sales and use tax Returns for or including
      MTG
      for all periods since MTG’s
      inception.

     

    (e)    No
      audit
      of the Returns of or including MTG by a government or taxing authority is in
      process, threatened or, to MTG’s knowledge, pending (either in writing or
      orally, formally or informally). No deficiencies exist or have been asserted
      (either in writing or orally, formally or informally) or are expected to be
      asserted with respect to Taxes of MTG, and MTG has not received notice (either
      in writing or orally, formally or informally) nor does it expect to receive
      notice that it has not filed a Return or paid Taxes required to be filed or
      paid. MTG is not a party to any action or proceeding for assessment or
      collection of Taxes, nor has such event been asserted or threatened (either
      in
      writing or orally, formally or informally) against MTG or any of its assets.
      No
      waiver or extension of any statute of limitations is in effect with respect
      to
      Taxes or Returns of MTG. MTG has disclosed on its federal and state income
      and
      franchise tax returns all positions taken therein that could give rise to a
      substantial understatement penalty within the meaning of Code Section 6662
      or
      comparable provisions of applicable state tax laws.

     

    2.15    Employee
      Matters.
      MTG
      is in
      compliance in all material respects with all currently applicable federal,
      state, local and foreign laws and regulations respecting employment,
      discrimination in employment, terms and conditions of employment, wages, hours
      and occupational safety and health and employment practices, and is not engaged
      in any unfair labor practice. There are no pending claims against MTG under
      any
      workers compensation plan or policy or for long term disability. MTG has no
      material obligations under COBRA or any similar state law with respect to any
      former employees or qualifying beneficiaries thereunder. 

     

    
      
        
        

      

      
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    2.16    Material
      Contracts.

     

    (a)    Section 2.16(a)
      of the MTG Disclosure Schedule contains a list of all contracts and agreements
      to which MTG is a party and that are material to the business, results of
      operations, or condition (financial or otherwise), of MTG taken as a whole
      (such
      contracts, agreements and arrangements as are required to be set forth in
      Section 2.16(a) of the MTG Disclosure Schedule being referred to herein
      collectively as the “Material Contracts”). 

     

    (b)    Except
      as
      would not, individually or in the aggregate, have a Material Adverse Effect
      on
      MTG, each MTG license, each Material Contract is a legal, valid and binding
      agreement, and none of the MTG licenses or Material Contracts is in default
      by
      its terms or has been cancelled by the other party; MTG is not in receipt of
      any
      claim of default under any such agreement; and MTG does not anticipate any
      termination or change to, or receipt of a proposal with respect to, any such
      agreement as a result of the Merger or otherwise. MTG has furnished Innofone
      with true and complete copies of all such agreements together with all
      amendments, waivers or other changes thereto.

     

    2.17    Interested
      Party Transactions.
      MTG
      is
      not indebted to any director, officer, employee or agent of MTG (except for
      amounts due as normal salaries and bonuses and in reimbursement of ordinary
      expenses), and no such person is indebted to MTG. To MTG’s knowledge, none of
      MTG’s officers or directors, or any shareholders of their immediate families,
      are, directly or indirectly, indebted to MTG (other than in connection with
      purchases of the MTG’s stock) or have any direct or indirect ownership interest
      in any firm or corporation with which MTG is affiliated or with which MTG has
      a
      business relationship, or any firm or corporation which competes with MTG except
      that officers, directors and/or equity holders of MTG may own stock in (but
      not
      exceeding two percent of the outstanding capital stock of) any publicly traded
      companies that may compete with MTG. To MTG’s knowledge, none of MTG’s officers
      or directors or any shareholders of their immediate families are, directly
      or
      indirectly, interested in any material contract with MTG. MTG is not a guarantor
      or indemnitor of any indebtedness of any other person, firm or
      corporation.

     

    2.18    Insurance.
      MTG
      has
      policies of insurance and bonds of the type and in amounts customarily carried
      by persons conducting businesses or owning assets similar to those of MTG.
      There
      is no material claim pending under any of such policies or bonds as to which
      coverage has been questioned, denied or disputed by the underwriters of such
      policies or bonds. All premiums due and payable under all such policies and
      bonds have been paid and MTG are otherwise in compliance with the terms of
      such
      policies and bonds. 

     

    2.19    Compliance
      With Laws.
      MTG
      has
      complied with, is not in violation of, and has not received any notices of
      violation with respect to, any federal, state, local or foreign statute, law
      or
      regulation with respect to the conduct of its business, or the ownership or
      operation of its business, except for such violations or failures to comply
      as
      could not reasonably be expected to have a Material Adverse Effect on
      MTG.

     

    2.20    Minute
      Books.
      The
      minute book of MTG made available to Merger Sub and Innofone contains a complete
      summary of all meetings of directors and stockholders or actions by written
      consent since the time of incorporation of MTG through the date of this
      Agreement, and reflects all transactions referred to in such minutes accurately
      in all material respects.

     

    
      
        
        

      

      
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    2.21    Complete
      Copies of Materials.
      MTG
      has
      delivered or made available true and copies of each document that has been
      requested by Merger Sub and/or Innofone or their counsel in connection with
      their legal and accounting review of MTG.

     

    2.22    Brokers’
      and Finders’ Fees.
      MTG
      has
      not incurred, nor will it incur, directly or indirectly, any liability for
      brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
      any similar charges in connection with this Agreement or any transaction
      contemplated hereby.

     

    2.23    No
      Vote Required.
      Upon
      the
      execution of this Agreement by all MTG Shareholders, no other vote of the
      holders of MTG Shares is necessary to approve this Agreement and the
      transactions contemplated hereby.

     

    2.24    Third
      Party Consents.
      No
      consent or approval is needed from any third party in order to effect the
      Merger, this Agreement or any of the transactions contemplated
      hereby.

     

    2.25    Representations
      Complete.
      None
      of
      the representations or warranties made by MTG herein or in any schedule or
      exhibit hereto, including the MTG Disclosure Schedule, or certificate(s)
      furnished by MTG pursuant to this Agreement, when all such documents are read
      together in their entirety, contains or will contain at the Effective Time
      any
      untrue statement of a material fact, or omits or will omit at the Effective
      Time
      to state any material fact necessary in order to make the statements contained
      herein or therein, in the light of the circumstances under which made, not
      misleading.

     

    SECTION
      THREE

     

    3.    Representations
      and Warranties of Merger Sub and Innofone.

     

    Except
      as
      disclosed in a document dated as of the date of this Agreement and delivered
      by
      Merger Sub and Innofone to MTG prior to the execution and delivery of this
      Agreement and referring to the representations and warranties in this Agreement
      (the “Merger Sub/Innofone Disclosure Schedule”), Merger Sub and Innofone hereby
      represent and warrants to MTG and MTG Shareholders as follows:

     

    3.1    Organization,
      Standing and Power.
      Both
      Merge Sub and Innofone are a corporations duly organized, validly existing
      and
      in good standing under the laws of their jurisdictions of organization. Both
      Merger Sub and Innofone have the corporate power to own their properties and
      to
      carry on their businesses as now being conducted and as proposed to be conducted
      and are duly qualified to do business and are in good standing in each
      jurisdiction in which the failure to be so qualified and in good standing would
      have a Material Adverse Effect on Merger Sub and/or Innofone. Merger Sub and
      Innofone have delivered true and correct copies of their Articles of
      Incorporation and Bylaws or other charter documents, as applicable, of Merger
      Sub and Innofone, each as amended to date, to MTG. Neither Merger Sub, Innofone
      nor any of its subsidiaries is in violation of any material provisions of their
      Articles of Incorporation or Bylaws or equivalent organizational
      documents.

     

    3.2    Capital
      Structure.

     

    (a)    The
      authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock,
      no-par value, of which one (1) share
      was
      issued and outstanding to Innofone as of the close of business on May 17, 2006.
      The authorized capital stock of Innofone consists of 950,000,000 shares of
      Common Stock, $0.001 par value, of which 61,780,084 shares
      were issued and outstanding as of the close of business on July 11, 2006. Other
      than as contemplated under this Agreement, there are no options, warrants,
      calls, rights, commitments or agreements of any character to which Merger Sub
      and/or Innofone is a party or by which either of them is bound obligating Merger
      Sub and/or Innofone to issue, deliver, sell, repurchase or redeem, or cause
      to
      be issued, delivered, sold, repurchased or redeemed, any shares of the capital
      stock of Merger Sub and/or Innofone or obligating Merger Sub and/or Innofone
      to
      grant, extend or enter into any such option, warrant, call, right, commitment
      or
      agreement. The shares of Innofone Common Stock to be issued to the MTG
      Shareholders pursuant to the Merger will be duly authorized, validly issued,
      fully paid, and non-assessable.

     

    
      
        
        

      

      
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    3.3    Authority.
      Merger
      Sub and Innofone have all requisite corporate power and authority to enter
      into
      this Agreement and to consummate the transactions contemplated hereby. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of Merger Sub and Innofone (other than, with
      respect to the Merger, the filing and recordation of appropriate merger
      documents as required by Nevada law). This Agreement has been duly executed
      and
      delivered by Merger Sub and Innofone and constitutes the valid and binding
      obligations of Innofone. 

     

    3.4    No
      Conflict; Required Filings and Consents.

     

    (a)    The
      execution and delivery of this Agreement do not, and the consummation of the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of, or default under (with or without notice or lapse of time, or
      both), or give rise to a right of termination, cancellation or acceleration
      of
      any obligation or loss of a benefit under (i) any provision of the Articles
      of Incorporation or Bylaws of Merger Sub and/or Innofone, as amended, or
      (ii) any material mortgage, indenture, lease, contract or other agreement
      or instrument, permit, concession, franchise, license, judgment, order, decree,
      statute, law, ordinance, rule or regulation applicable to Innofone or its
      properties or assets. 

     

    (b)    No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any Governmental Entity, is required by or with respect to Innofone
      in connection with the execution and delivery of this Agreement by Merger Sub
      and/or Innofone or the consummation by Merger Sub and/or Innofone of the
      transactions contemplated hereby, except for (i) the filing of appropriate
      merger documents as required by Nevada Law, (ii) the filing of a Form 8-K
      with the SEC within five days after the Closing Date, (iii) the filing with
      the SEC of a notice on Form D and any other filings as may be required under
      applicable state securities laws and the securities laws of any foreign country,
      and (iv) such other consents, authorizations, filings, approvals and
      registrations which, if not obtained or made, would not have a Material Adverse
      Effect on Merger Sub and/or Innofone and would not prevent, materially alter
      or
      delay any the transactions contemplated by this Merger.

     

    3.5    SEC
      Documents; Financial Statements.

     

    (a)    Merger
      Sub and/or Innofone have filed all forms, reports and documents required to
      be
      filed by Merger Sub and/or Innofone with the SEC since August 31, 2005 through
      the date hereof, and MTG and MTG Shareholders have had access to all such forms,
      reports and documents through the SEC Edger website. Included in those filings
      are all Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB
      including the Annual Report on Form 10-KSB for the year ending December 31,
      2005
      filed with the SEC on April 17, 2006. In addition, Merger Sub and/or Innofone
      will have made available to MTG true and complete copies of any additional
      documents filed with the SEC by Merger Sub and/or Innofone after the date hereof
      and prior to the Effective Time (collectively, the “Merger Sub/Innofone SEC
      Documents”). As of their respective filing dates, the Merger Sub/Innofone SEC
      Documents complied in all material respects with the requirements of the
      Exchange Act and the Securities Act, and none of the Merger Sub/Innofone SEC
      Documents contained any untrue statement of a material fact or omitted to state
      a material fact required to be stated therein or necessary to make the
      statements made therein, in light of the circumstances in which they were made,
      not misleading, except to the extent corrected by a subsequently filed Innofone
      SEC Document. 

     

    
      
        
        

      

      
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    (b)    The
      financial statements of Innofone, including the notes thereto, included in
      the
      Merger Sub/Innofone SEC Documents (the “Innofone Financial Statements”) were
      complete and correct in all material respects as of their respective filing
      dates, complied as to form in all material respects with applicable accounting
      requirements and with the published rules and regulations of the SEC with
      respect thereto as of their respective dates, and have been prepared in
      accordance with United States generally accepted accounting principles applied
      on a basis consistent throughout the periods indicated and consistent with
      each
      other (except as may be indicated in the notes thereto or, in the case of
      unaudited statements, included in Quarterly Reports on Forms 10-Q). The Innofone
      Financial Statements fairly present the consolidated financial condition and
      operating results of Innofone and its subsidiaries at the dates and during
      the
      periods indicated therein (subject, in the case of unaudited statements, to
      normal, recurring year-end adjustments). There has been no change in Innofone
      accounting policies except as described in the notes to the Innofone Financial
      Statements.

     

    3.6    Absence
      of Undisclosed Liabilities.
      Merger
      Sub and/or Innofone have no material obligations or liabilities of any nature
      (matured or unmatured, fixed or contingent) other than (i) those set forth
      or adequately provided for in the Balance Sheet included in Innofone’s Annual
      Report on Form 10-KSB heretofore made available to MTG for the period ended
      December 31, 2005 (the “Innofone Balance Sheet”), (ii) those incurred in
      the ordinary course of business and not required to be set forth in the Innofone
      Balance Sheet under United States generally accepted accounting principles,
      and
      (iii) those incurred in the ordinary course of business since the Innofone
      Balance Sheet Date and consistent with past practice.

     

    3.7    Absence
      of Certain Changes.
      Since
      December 31, 2005 (the “Innofone Balance Sheet Date”), Innofone has conducted
      its business in the ordinary course in a manner consistent with past practice
      and there has not occurred: (i) any change, event or condition (whether or
      not covered by insurance) that has resulted in, or might reasonably be expected
      to result in, a Material Adverse Effect to Innofone; (ii) any declaration,
      setting aside, or payment of a dividend or other distribution with respect
      to
      the shares of Innofone, or any direct or indirect redemption, purchase or other
      acquisition by Innofone of any of its shares of capital stock; (iii) any
      material amendment or change to Innofone’s Articles of Incorporation or Bylaws;
      or (iv) any negotiation or agreement by Innofone to do any of the things
      described in the preceding clauses (i) through (iii) (other than negotiations
      with MTG and its representatives regarding the transactions contemplated by
      this
      Agreement).

     

    3.8    Litigation.
      There
      is
      no private or governmental action, suit, proceeding, claim, arbitration or
      investigation pending before any agency, court or tribunal, foreign or domestic,
      or, to the knowledge of Merger Sub and/or Innofone or any of their subsidiaries,
      threatened against Merger Sub and/or Innofone or any of their subsidiaries
      or
      any of their respective properties or any of their respective officers or
      directors (in their capacities as such) that, individually or in the aggregate,
      could reasonably be expected to have a Material Adverse Effect on Innofone.
      There is no judgment, decree or order against Merger Sub and/or Innofone or
      any
      of their subsidiaries or, to the knowledge of Innofone or any of its
      subsidiaries, any of their respective directors or officers (in their capacities
      as such) that could prevent, enjoin, or materially alter or delay any of the
      transactions contemplated by this Agreement, or that could reasonably be
      expected to have a Material Adverse Effect on Innofone.

     

    
      
        
        

      

      
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    3.9    Governmental
      Authorization.
      Each of
      Merger Sub and/or Innofone and their subsidiaries has obtained each federal,
      state, county, local or foreign governmental consent, license, permit, grant,
      or
      other authorization of a Governmental Entity that is required for the operation
      of Innofone’s or any of its subsidiaries’ business (“Innofone Authorizations”),
      and all of such Innofone Authorizations are in full force and effect, except
      where the failure to obtain or have any of such Innofone Authorizations could
      not reasonably be expected to have a Material Adverse Effect on
      Innofone.

     

    3.10    Compliance
      With Laws.
      Each of
      Merger Sub and/or Innofone and their subsidiaries have complied with, are not
      in
      violation of, and have not received any notices of violation with respect to,
      any federal, state, local or foreign statute, law or regulation with respect
      to
      the conduct of their businesses, or the ownership or operation of their
      business, except for such violations or failures to comply as could not
      reasonably be expected to have a Material Adverse Effect on Merger Sub and/or
      Innofone.

     

    3.11    Broker’s
      and Finders’ Fees.
      Except
      for sales commissions in connection with the private placement of equity funding
      as set forth in Section 5.11, Merger Sub and/or Innofone have not incurred,
      nor
      will they incur, directly or indirectly, any liability for brokerage or finders’
fees or agents’ commissions or investment bankers’ fees or any similar charges
      in connection with this Agreement or any transaction contemplated
      hereby.

     

    3.12    Accounting
      and Tax Matters.
      Neither
      Merger Sub, Innofone nor any of their subsidiaries nor, to the knowledge of
      Merger Sub, Innofone and any of their subsidiaries, any of their respective
      affiliates or agents is aware of any agreement, plan or other circumstance
      that
      would prevent the Merger from constituting a transaction under Section 368(a)
      of
      the Code. The failure of this transaction to qualify as a tax-free
      reorganization will not give any rights of recession or any other remedies
      or
      relief to MTG and/or the MTG shareholders.

     

    SECTION
      FOUR

     

    4.    Conduct
      Prior to the Effective Time.

     

    4.1    Conduct
      of Business of MTG and Innofone.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement or the Effective Time, each of MTG, Merger
      Sub
      and Innofone agrees (except to the extent expressly contemplated by this
      Agreement or as consented to in writing by the other parties), to carry on
      its
      and its subsidiaries’ business in the usual, regular and ordinary course in
      substantially the same manner as heretofore conducted, to pay and to cause
      its
      subsidiaries to pay debts and Taxes when, to pay or perform other obligations
      when due, and to use all reasonable efforts consistent with past practice and
      policies to preserve intact its and its subsidiaries’ present business
      organization, keep available the services of its and its subsidiaries’ present
      officers and key employees and preserve its and its subsidiaries’ relationships
      with customers, suppliers, distributors, licensors, licensees, and others having
      business dealings with it or its subsidiaries, to the end that its and its
      subsidiaries’ goodwill and ongoing businesses shall be unimpaired at the
      Effective Time. Each of MTG, Merger Sub and Innofone agrees to promptly notify
      the other of any event or occurrence not in the ordinary course of its or its
      subsidiaries’ business, and of any event that could have a Material Adverse
      Effect. Without limiting the foregoing, except as expressly contemplated by
      this
      Agreement, neither MTG, Merger Sub nor Innofone shall do, cause or permit any
      of
      the following, or allow, cause or permit any of its subsidiaries to do, cause
      or
      permit any of the following, without the prior written consent of the
      other:

     

    
      
        
        

      

      
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    (a)    Charter
      Documents.
      Cause
      or
      permit any amendments to their Articles of Incorporation or Bylaws;

     

    (b)    Dividends;
      Changes in Capital Stock.
      Declare
      or pay any dividends on or make any other distributions (whether in cash, stock
      or property) in respect of any of its capital stock, or (except in the case
      of
      Innofone’s recapitalization of its shares as set forth in Section 5.12(a)
      hereof) split, combine or reclassify any of its capital stock or issue or
      authorize the issuance of any other securities in respect of, in lieu of or
      in
      substitution for shares of its capital stock, or repurchase or otherwise
      acquire, directly or indirectly, any shares of its capital stock except from
      former employees, directors and consultants in accordance with agreements
      providing for the repurchase of shares in connection with any termination of
      service to it or its subsidiaries;

     

    (c)    Stock
      Option Plans, Etc.
      Approve
      and adopt any stock plans or stock option plans; 

     

    (d)    Extraordinary
      Transactions. Enter
      into any transactions that involve any corporate reorganization, change of
      control, acquisition, merger, undertaking of liability in excess of $10,000,
      sale of assets over $10,000, sale of equity in excess of value of $50,000,
      or
      other transaction or event which could substantially effect the viability or
      integrity of MTG (“Extraordinary Transactions”); or 

     

    (e)    Other.
      Take,
      or agree in writing or otherwise to take, any of the actions described in
      Sections 4.1(a) through (d) above, or any action which would make any of
      its representations or warranties contained in this Agreement untrue or
      incorrect or prevent it from performing or cause it not to perform its covenants
      hereunder.

     

    4.2    Conduct
      of Business of MTG.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement or the Effective Time, except as expressly
      contemplated by this Agreement, MTG shall not do, cause or permit any of the
      following, without the prior written consent of Merger Sub and
      Innofone:

     

    (a)    Material
      Contracts.
      Enter
      into any material contract or commitment, or violate, amend or otherwise modify
      or waive any of the terms of any of its Material Contracts, other than in the
      ordinary course of business consistent with past practice;

     

    (b)    Issuance
      of Securities.
      Issue,
      deliver or sell or authorize or propose the issuance, delivery or sale of,
      or
      purchase or propose the purchase of, any shares of its MTG Shares or securities
      convertible into, or subscriptions, rights, warrants or options to acquire,
      or
      other agreements or commitments of any character obligating it to issue any
      such
      shares or other convertible securities; 

     

    (c)    Intellectual
      Property.
      Transfer
      to any person or entity any rights to its Intellectual Property;

     

    (d)    Exclusive
      Rights.
      Enter
      into or amend any agreements pursuant to which any other party is granted
      exclusive marketing or other exclusive rights of any type or scope with respect
      to any of its products or technology;

     

    
      
        
        

      

      
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    (e)    Dispositions.
      Sell,
      lease, license or otherwise dispose of or encumber any of its properties or
      assets which are material, individually or in the aggregate, to its business,
      taken as a whole, except in the ordinary course of business consistent with
      past
      practice;

     

    (f)    Indebtedness.
      Incur
      any
      indebtedness for borrowed money or guarantee any such indebtedness or issue
      or
      sell any debt securities or guarantee any debt securities of
      others;

     

    (g)    Insurance.
      Materially
      reduce the amount of any material insurance coverage provided by existing
      insurance policies;

     

    (h)    Termination
      or Waiver.
      Terminate
      or waive any right of substantial value, other than in the ordinary course
      of
      business;

     

    (i)    Employee
      Benefit Plans; New Hires; Pay Increases.
      Adopt
      any
      employee benefit or stock purchase or option plan, or hire any new director
      level or officer level employee, pay any special bonus or special remuneration
      to any employee or director, or increase the salaries or wage rates of its
      employees;

     

    (j)    Taxes.
      Other
      than in the ordinary course of business, make or change any material election
      in
      respect of Taxes, adopt or change any accounting method in respect of Taxes,
      file any material Tax Return or any amendment to a material Tax Return, enter
      into any closing agreement, settle any claim or assessment in respect of Taxes,
      or consent to any extension or waiver of the limitation period applicable to
      any
      claim or assessment in respect of Taxes;

     

    (k)    Revaluation.
      Revalue
      any of its assets, including without limitation writing down the value of
      inventory or writing off notes or accounts receivable other than in the ordinary
      course of business;

     

    (l)    Liability
      Limit.
      Upon
      closing, MTG shall maintain contingent and/or historical liabilities including
      any and all accounts payable and other accrued liabilities not to exceed $50,000
      (“Liability Limit”). The Liability Limit does not include recurring monthly
      expenses and/or ongoing overhead incurred from the date of Closing. Merger
      Sub
      and/or Innofone shall not accept any form of historical liability of MTG in
      excess of the Liability Limit; or

     

    (m)    Other.
      Take
      or
      agree in writing or otherwise to take, any of the actions described in Sections
      4.2(a) through (l) above, or any action which would make any of its
      representations or warranties contained in this Agreement untrue or incorrect
      or
      prevent it from performing or cause it not to perform its covenants
      hereunder.

     

    4.3    No
      Solicitation.
      MTG
      and
      its officers, directors, employees or other agents of MTG will not, directly
      or
      indirectly, (i) take any action to solicit, initiate or encourage any Takeover
      Proposal (as defined below) or (ii) engage in negotiations with, or disclose
      any
      nonpublic information relating to MTG to, or afford access to the properties,
      books or records of MTG to, any person that has advised MTG that it may be
      considering making, or that has made, a Takeover Proposal. MTG will promptly
      notify Merger Sub and Innofone after receipt of any Takeover Proposal or any
      notice that any person is considering making a Takeover Proposal or any request
      for nonpublic information relating to MTG or for access to the properties,
      books
      or records of MTG by any person that has advised MTG that it may be considering
      making, or that has made, a Takeover Proposal and will keep Innofone fully
      informed of the status and details of any such Takeover Proposal notice or
      request. For purposes of this Agreement, “Takeover Proposal” means any offer or
      proposal for, or any indication of interest in, a merger or other business
      combination involving MTG or the acquisition of any significant equity interest
      in, or a significant portion of the assets of MTG, other than the transactions
      contemplated by this Agreement.

     


    
      
        
        

      

      
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    SECTION
      FIVE

     

    5.    Additional
      Agreements.

     

    5.1    Best
      Efforts and Further Assurances.
      Each
      of
      the Parties to this Agreement shall use its best efforts to effectuate the
      transactions contemplated hereby and to fulfill and cause to be fulfilled the
      conditions to closing under this Agreement. Each party hereto, at the reasonable
      request of another party hereto, shall execute and deliver such other
      instruments and do and perform such other acts and things as may be necessary
      or
      desirable for effecting completely the consummation of this Agreement and the
      transactions contemplated hereby.

     

    5.2    Consents;
      Cooperation.

     

    (a)    Each
      of
      Merger Sub, Innofone and MTG shall use their reasonable best efforts to promptly
      (i) obtain from any Governmental Entity any consents, licenses, permits,
      waivers, approvals, authorizations or orders required to be obtained or made
      by
      Merger Sub, Innofone or MTG in connection with the authorization, execution
      and
      delivery of this Agreement and the consummation of the transactions contemplated
      hereunder, and (ii) make all necessary filings, and thereafter make any other
      required submissions, with respect to this Agreement and the Merger required
      under the Securities Act and the Exchange Act and any other applicable federal,
      state or foreign securities laws.

     

    (b)    MTG
      and
      each MTG Shareholder shall cooperate with Innofone in the preparation of the
      private placement memorandum and other offering materials below and provide
      Innofone with accurate and complete descriptions of MTG’s business operations,
      financial condition and other required disclosure information. The information
      supplied by MTG or any of MTG Shareholders for inclusion in the offering
      materials shall not contain any untrue statement of material fact or omit to
      state any material fact required to be stated therein or necessary in order
      to
      make the statements therein not misleading.

     

    (c)    From
      the
      date of this Agreement until the earlier of the Effective Time or the
      termination of this Agreement, each party shall promptly notify the other party
      in writing of any pending or, to the knowledge of such party, threatened action,
      proceeding or other event that may cause a Material Adverse Effect.


     

    5.3    Access
      to Information.

     

    (a)    MTG
      shall
      afford Merger Sub and/or Innofone and their accountants, counsel and other
      representatives, reasonable access during normal business hours during the
      period prior to the Effective Time to (i) all of MTG’s properties, books,
      contracts, commitments and records, and (ii) all other information
      concerning the business, properties and personnel of MTG as Innofone may
      reasonably request. MTG agrees to provide to Merger Sub, Innofone and their
      accountants, counsel and other representatives copies of internal financial
      statements promptly upon request. Innofone shall afford MTG and its accountants,
      counsel and other representatives, reasonable access during normal business
      hours during the period prior to the Effective Time to (x) all of
      Innofone’s and any Innofone subsidiaries’ properties, books, contracts,
      commitments and records, and (y) all other information concerning the
      business, properties and personnel of Innofone and any of its subsidiaries,
      as
      MTG may reasonably request. Innofone agrees to provide to MTG and its
      accountants, counsel and other representatives copies of internal financial
      statements promptly upon request.

     

    
      
        
        

      

      
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    (b)    Subject
      to compliance with applicable law, from the date hereof until the Effective
      Time, each of Merge Sub, Innofone and MTG shall confer on a regular and frequent
      basis with one or more representatives of the other party to report operational
      matters of materiality and the general status of ongoing
      operations.

     

    (c)    No
      information or knowledge obtained in any investigation pursuant to this
      Section 5.3 shall affect or be deemed to modify any representation or
      warranty contained herein or the conditions to the obligations of the parties
      to
      consummate the Merger.

     

    5.4    Confidentiality.
      The
      information received in accordance with Section 5.3 shall be deemed to be
“Confidential Information.” Each of Merge Sub, Innofone and MTG and each MTG
      Shareholder agrees that it will treat in confidence all documents, materials,
      and other Confidential Information that it shall have obtained regarding any
      other party during the course of the negotiations leading to the consummation
      of
      the transactions contemplated hereby (whether obtained before or after the
      date
      of this Agreement), the investigation provided for herein, and the preparation
      of this Agreement and other related documents. Such documents, materials, and
      other Confidential Information shall not be communicated to any third person
      (other than to its respective counsel, accountants, financial advisors, or
      lenders) and shall not be used for any purpose to the detriment of any other
      party. No party shall use any Confidential Information in any manner whatsoever
      except solely for the purpose of evaluating a possible business relationship
      as
      contemplated by this Agreement. No party and no representative of a party will,
      during the term of this Agreement or at any time during the two years
      thereafter, irrespective of the time, manner, or cause of termination of this
      Agreement, use, disclose, copy, or assist any other person in the use,
      disclosure, or copying of any documents, materials, or other Confidential
      Information of any other party hereto. 

     

    5.5    Public
      Disclosure.
      Unless
      otherwise permitted by this Agreement, Merger Sub, Innofone and MTG shall
      consult with each other before issuing any press release or otherwise making
      any
      public statement or making any other public (or non-confidential) disclosure
      (whether or not in response to an inquiry) regarding the terms of this Agreement
      and the transactions contemplated hereby, and neither shall issue any such
      press
      release or make any such statement or disclosure without the prior approval
      of
      the other (which approval shall not be unreasonably withheld), except as may
      be
      required by law. 

     

    5.6    State
      Statutes.
      If any
      state takeover law shall become applicable to the transactions contemplated
      by
      this Agreement, Innofone and its Board of Directors or MTG and its Board of
      Directors, as the case may be, shall use their reasonable best efforts to grant
      such approvals and take such actions as are necessary so that the transactions
      contemplated by this Agreement may be consummated as promptly as practicable
      on
      the terms contemplated by this Agreement and otherwise to minimize the effects
      of such state takeover law on the transactions contemplated by this
      Agreement.

     

    5.7    Filings
      or Notices Pursuant to Securities Laws.
       

     

    (a)    Merge
      Sub
      and/or Innofone shall prepare and file with the SEC a notice on Form D and
      such
      other notices or applications as Merger Sub and/or Innofone may deem appropriate
      under state securities laws in connection with the transactions contemplated
      by
      this Agreement. MTG, each MTG Shareholder, Merger Sub, and Innofone shall take
      any action required to be taken under any applicable federal or state securities
      laws in connection with the issuance of the Stock Consideration. MTG and each
      MTG Shareholder shall furnish, or cause such part to furnish, to Merger Sub
      and/or Innofone all information concerning MTG and the MTG Shareholders as
      Merger Sub and/or Innofone may reasonably request in connection with such
      actions.

     

    
      
        
        

      

      
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    (b)    The
      information supplied by any party for inclusion in the notices or other filings
      in accordance with this Section 5.7 shall not, at the time filed, contain any
      untrue statement of a material fact or omit to state any material fact required
      to be stated therein or necessary in order to make the statements therein not
      misleading. If at any time prior to the Closing any event or circumstance
      relating to any party or any party’s affiliates, or its or their respective
      officers or directors, is discovered by any party that should be set forth
      in a
      supplement or amendment to any notices or other filings in accordance with
      this
      Section 5.7, such party shall promptly inform each other party thereof in
      writing. All documents that such party is responsible for filing with the SEC
      or
      any state authority in connection with the transactions contemplated herein
      shall comply as to form in all material respects with the applicable
      requirements of the Securities Act and the rules and regulations thereunder,
      the
      Exchange Act and the rules and regulations thereunder, state securities laws,
      and other applicable state laws

     

    5.8    Unanimous
      Consent of Stockholders.
      As
      promptly as practicable after the date hereof, MTG shall take all action
      necessary in accordance with Nevada Law and its Articles of Incorporation and
      Bylaws to secure the majority in interest consent of all required MTG
      Shareholders approving the Merger and the transactions contemplated herein.
      

     

    5.9    Acquisition
      of Innofone Common Stock.
      The
      consummation of this Agreement and the transactions contemplated herein,
      including the issuance of the Innofone Common Stock to the MTG Shareholders
      as
      contemplated hereby, constitutes the offer and sale of securities under the
      Securities Act and applicable state securities Laws. Such transactions shall
      be
      consummated in reliance on exemptions from the registration and prospectus
      delivery requirements of such statutes that depend, among other items, on the
      circumstances under which the MTG Shareholders acquire such securities
      comprising the Merger Consideration. 

    


    (a)    In
      order
      to provide documentation for reliance upon exemptions from the registration
      and
      prospectus delivery requirements for the issuance of Innofone Common Stock
      in
      the Merger, each MTG Shareholder hereby makes the following representations
      and
      warranties:

    


    (i)    Such
      MTG
      Shareholder acknowledges that neither the SEC nor the securities commission
      of
      any state or other federal agency has made any determination as to the merits
      of
      acquiring the Innofone Common Stock, and that the transactions contemplated
      herein involve certain risks.

    


    (ii)    Such
      MTG
      Shareholder has received and read this Agreement and understands the risk
      related to the consummation of the transactions herein
      contemplated.

    


    (iii)    Such
      MTG
      Shareholder has such knowledge and experience in business and financial matters
      that such MTG Shareholder is capable of evaluating the Merger and Innofone
      and
      its business operations.

    


    (iv)    Such
      MTG
      Shareholder has been provided with a copy of the Agreement and the related
      disclosure schedules of the parties hereto plus all materials and information
      requested by each or his or her representative, including any information
      requested to verify any information furnished (to the extent such information
      is
      available or can be obtained without unreasonable effort or expense), and each
      has been provided the opportunity for direct communication with Innofone and
      its
      representatives regarding the transactions contemplated hereby.

     

    
      
        
        

      

      
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    (v)    All
      information that each MTG Shareholder has provided to Merger Sub and/or Innofone
      or its agents or representatives concerning suitability to hold shares in
      Innofone following the transactions contemplated hereby is complete, accurate,
      and correct.

    


    (vi)    Such
      MTG
      Shareholder has not offered or sold any interest in this Agreement and has
      no
      present intention of dividing the Innofone Common Stock to be received or the
      rights under this Agreement with others or of reselling or otherwise disposing
      of any portion of such stock or rights, either currently or after the passage
      of
      a fixed or determinable period of time or on the occurrence or nonoccurrence
      of
      any predetermined event or circumstance.

    


    (vii)    Such
      MTG
      Shareholder was at no time solicited by any leaflet, public promotional meeting,
      circular, newspaper or magazine article, radio or television advertisement,
      or
      any other form of general advertising or solicitation in connection with the
      offer, sale, or purchase of the Innofone Common Stock through this
      Agreement.

    


    (viii)    As
      a
      result of the Merger, such MTG Shareholder believes that its financial prospects
      resulting from its ownership in Innofone will not be materially less favorable
      than his or her retained ownership in MTG. Each MTG Shareholder anticipates
      no
      need in the foreseeable future to sell the Innofone Common Stock to be acquired
      pursuant hereto. Each is able to bear the economic risks of this investment,
      and
      consequently, without limiting the generality of the foregoing, is able to
      hold
      the Innofone Common Stock to be received for an indefinite period. 

    


    (ix)    Such
      MTG
      Shareholder understands that the Innofone Common Stock has not been registered,
      but is being acquired by reason of a specific exemption under the Securities
      Act
      as well as under certain state securities Laws for transactions by an issuer
      not
      involving any public offering and that any disposition of the Innofone Common
      Stock may, under certain circumstances, be inconsistent with this exemption
      and
      may make the holder who disposes of such stock an “underwriter” within the
      meaning of the Securities Act. It is understood that the definition of
“underwriter” focuses upon the concept of “distribution” and that any subsequent
      disposition of the subject Innofone Common Stock can only be effected in
      transactions that are not considered distributions. 

    


    (x)    Such
      MTG
      Shareholder acknowledges that the shares of Innofone Common Stock must be held
      and may not be sold, transferred, or otherwise disposed of for value unless
      they
      are subsequently registered under the Securities Act or an exemption from such
      registration is available. Innofone is under no obligation to register the
      Innofone Common Stock under the Securities Act. If Rule 144 is available (and
      no
      assurance is given that it will be except as expressly set forth in this
      Agreement), after one year and prior to two years following the Effective Date,
      only routine sales of such Innofone Common Stock in limited amounts can be
      made
      in reliance upon Rule 144 in accordance with the terms and conditions of that
      rule. Innofone is under no obligation to the MTG Shareholders to make Rule
      144
      available, except as may be expressly agreed to by it in writing in this
      Agreement, and in the event Rule 144 is not available, compliance with
      Regulation A or some other disclosure exemption may be required before such
      persons can sell, transfer, or otherwise dispose of such Innofone Common Stock
      without registration under the Securities Act. Innofone’s registrar and transfer
      agent will maintain a stop-transfer order against the registration of transfer
      of the Innofone Common Stock, and the certificate representing the Innofone
      Common Stock will bear a legend in substantially the following form so
      restricting the sale of such securities:

     

    
      
        
        

      

      
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          20 -

        
          

        

      

      
        
        

      

    

    


    The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the “Securities Act”), and are “restricted
      securities” within the meaning of Rule 144 promulgated under the Securities Act.
      The securities have been acquired for investment and may not be sold or
      transferred without complying with Rule 144 in the absence of an effective
      registration or other compliance under the Securities Act.

    


    (xi)    Such
      MTG
      Shareholder acknowledges that Innofone may refuse to register transfer shares
      of
      the Innofone Common Stock in the absence of compliance with Rule 144 unless
      the
      holder furnishes the issuer with a “no-action” or interpretive letter from the
      SEC or an opinion of counsel reasonably acceptable to Innofone stating that
      the
      transfer is proper. Further, unless such letter or opinion states that the
      shares of Innofone Common Stock are free of any restrictions under the
      Securities Act, Innofone may refuse to transfer the Innofone Common Stock to
      any
      transferee that does not furnish in writing to Innofone the same representations
      and agree to the same conditions respecting such Innofone Common Stock as set
      forth herein. Innofone may also refuse to transfer the Innofone Common Stock
      if
      any circumstances are present reasonably indicating that the transferee’s
      representations are not accurate.

    


        (b)    Such
      MTG
      Shareholder shall execute and deliver to Merge Sub and/or Innofone, at or prior
      to the Closing, such further letters of representation, acknowledgment,
      suitability, or the like, as Merger Sub and/or Innofone and its counsel may
      reasonably request in connection with reliance on exemptions from registration
      under such securities Laws.

    


        (c)    Each
      Party acknowledges that the basis for relying on exemptions from registration
      or
      qualifications are factual, depending on the conduct of the various parties,
      and
      that no legal opinion or other assurance will be required or given to the effect
      that the transactions contemplated hereby are in fact exempt from registration
      or qualification.

    


    5.10    Employment
      Agreements.
      Contemporaneously with the execution of this Agreement, the following MTG
      Shareholders, who shall also be executive officers and/or directors of the
      Merger Sub following the Merger, shall execute and deliver Employment Agreements
      in substantially the forms attached as Exhibits D-1, D-2, and D-3 providing
      for
      the position set forth opposite the name of each below, all subject to the
      Closing and to become effective at the Effective Time:

     

    
      	
              Name

            	
              Position

            
	 	 
	
              Kirk
                Anderson

            	
              Chief
                Executive Officer of the Merger Sub 

            
	
              Ricardo
                Micheri

            	
              Secretary
                of the Merger Sub

            
	
              James
                Tyner

            	
              CFO
                of the Merger Sub

            


    

     

    
      
        
        

      

      
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          21 -

        
          

        

      

      
        
        

      

    

    


    5.11 Merger
      Sub Restructuring.
      At or
      prior to the Closing, Merger Sub shall:

    


    (a)    consent
      to the election as directors of the following persons, each to assume office
      at
      the Closing and to serve until the next annual meeting of stockholders and
      until
      his successor is elected and qualified:

    


    Kirk
      Anderson

    Ricardo
      Micheri

    James
      Tyner

    


    (b)    obtain
      the approval of the foregoing by the stockholders of Merger Sub in the manner
      required by Nevada Law and Merger Sub’s certificate of incorporation and bylaws.


    


    


    SECTION
      SIX 

     

    6.    Conditions
      to the Merger.

     

    6.1    Conditions
      to Obligations of Each Party to Effect the Merger.
      The
      respective obligations of each party to this Agreement to consummate and effect
      this Agreement and the transactions contemplated hereby shall be subject to
      the
      satisfaction on or prior to the Effective Time of each of the following
      conditions, any of which may be waived, in writing, by agreement of all the
      parties hereto:

     

    (a)    Stockholder
      Approval.
      This
      Agreement and the Merger shall have been duly approved and adopted by the MTG
      Shareholders.

     

    (b)    No
      Injunctions or Restraints; Illegality.
      No
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction or other legal or regulatory
      restraint or prohibition preventing the consummation of the Merger shall be
      in
      effect, nor shall any proceeding brought by an administrative agency or
      commission or other governmental authority or instrumentality, domestic or
      foreign, seeking any of the foregoing be pending; nor shall there be any action
      taken, or any statute, rule, regulation or order enacted, entered, enforced
      or
      deemed applicable to the Merger, which makes the consummation of the Merger
      illegal. In the event an injunction or other order shall have been issued,
      each
      party agrees to use its reasonable diligent efforts to have such injunction
      or
      other order lifted.

     

    (c)    Governmental
      Approval.
      Merge
      Sub, Innofone and MTG shall have timely obtained from each Governmental Entity
      all approvals, waivers and consents, if any, necessary for consummation of
      or in
      connection with the Merger and the several transactions contemplated hereby,
      including, without limitation, such approvals, waivers and consents as may
      be
      required under the Securities Act and under any state securities
      laws.

     

    (d)    Approval
      of Form 8-K.
      Merge
      Sub, Innofone and MTG have approved the Form 8-K to be filed with the SEC within
      5 days of the Effective Time. 

     

    6.2    Additional
      Conditions to Obligations of MTG.
      The
      obligations of MTG to consummate and effect this Agreement and the transactions
      contemplated hereby shall be subject to the satisfaction at or prior to the
      Effective Time of each of the following conditions, any of which may be waived,
      in writing, by MTG:

     

    
      
        
        

      

      
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          22 -

        
          

        

      

      
        
        

      

    

     

    (a)    Representations,
      Warranties and Covenants 
      (i) Each of the representations and warranties of Innofone in this
      Agreement that is expressly qualified by a reference to materiality shall be
      true in all respects as so qualified, and each of the representations and
      warranties of Merger Sub and/or Innofone in this Agreement that is not so
      qualified shall be true and correct in all material respects, on and as of
      the
      Effective Time as though such representation or warranty had been made on and
      as
      of such time (except that those representations and warranties which address
      matters only as of a particular date shall remain true and correct as of such
      date), and (ii) Merger Sub and Innofone shall have performed and complied
      in all material respects with all covenants, obligations and conditions of
      this
      Agreement required to be performed and complied with by them as of the Effective
      Time.

     

    (b)    Certificates
      of Merger Sub and Innofone.

     

    (i)    Compliance
      Certificates of Merge Sub and Innofone.
      MTG
      shall have been provided with certificates executed on behalf of Merger Sub
      and
      Innofone by their Presidents to the effect that, as of the Effective Time,
      each
      of the conditions set forth in Section 6.2(a) above and (d) below has been
      satisfied with respect to Merger Sub and Innofone.

     

    (ii)    Certificate
      of Secretary of Merger Sub and Innofone.
      MTG
      shall have been provided with certificates executed by the Secretaries of Merger
      Sub and Innofone certifying:

     

    (A)    Resolutions
      duly adopted by the Board of Directors and consent of the holders of a majority
      of outstanding shares of Merger Sub and Innofone authorizing the execution
      of
      this Agreement and the execution, performance and delivery of all agreements,
      documents and transactions contemplated hereby; and

     

    (B)    The
      incumbency of the officers of Merger Sub and Innofone executing this Agreement
      and all agreements and documents contemplated hereby.

     

    (c)    No
      Material Adverse Changes.
      No
      material adverse change shall have occurred in the condition (financial or
      otherwise), properties, assets (including intangible assets), liabilities,
      business, operations, results of operations or prospects of Innofone, taken
      as a
      whole.

     

    (d)    Good
      Standing.
      MTG
      shall have received a certificate or certificates of the Secretary of State
      of
      the State of Nevada certifying as of a date no more than ten business days
      prior
      to the Effective Time that Merge Sub and Innofone are, as of such date, in
      good
      standing and authorized to transact business as a domestic
      corporation.

     

    6.3    Additional
      Conditions to the Obligations of Innofone.
      The
      obligations of Merger Sub and Innofone to consummate and effect this Agreement
      and the transactions contemplated hereby shall be subject to the satisfaction at
      or prior to the Effective Time of each of the following conditions, any of
      which
      may be waived, in writing, by Innofone:

     

    (a)    Representations,
      Warranties and Covenants.
      (i) Each of the representations and warranties of MTG and the MTG
      Shareholders in this Agreement that is expressly qualified by a reference to
      materiality shall be true in all respects as so qualified, and each of the
      representations and warranties of MTG and the MTG Shareholders in this Agreement
      that is not so qualified shall be true and correct in all material respects,
      on
      and as of the Effective Time as though such representation or warranty had
      been
      made on and as of such time (except that those representations and warranties
      which address matters only as of a particular date shall remain true and correct
      as of such date), and (ii) MTG and the MTG Shareholders shall have
      performed and complied in all material respects with all covenants, obligations
      and conditions of this Agreement required to be performed and complied with
      by
      it as of the Effective Time.

     

    
      
        
        

      

      
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          23 -

        
          

        

      

      
        
        

      

    


    (b)    No
      Material Adverse Changes.
      No
      material adverse change shall have occurred in the condition (financial or
      otherwise), properties, assets (including intangible assets), liabilities,
      business, operations, results of operations or prospects of MTG, taken as a
      whole.

     

    (c)    Certificates
      of MTG.

     

    (i)    Compliance
      Certificate of MTG.
      Innofone shall have been provided with a certificate executed on behalf of
      MTG
      by its President to the effect that, as of the Effective Time, each of the
      conditions set forth in Section 6.3(a) and (b) above has been
      satisfied.

     

    (ii)    Certificate
      of Secretary of MTG.
      Innofone shall have been provided with a certificate executed by the Secretary
      of MTG certifying:

     

    (A)    Resolutions
      duly adopted by the Board of Directors and the MTG Shareholders authorizing
      the
      execution of this Agreement and the execution, performance and delivery of
      all
      agreements, documents and transactions contemplated hereby; 

     

    (B)    The
      Articles of Incorporation and Bylaws of MTG, as in effect immediately prior
      to
      the Effective Time, including all amendments thereto; and

     

    (C)    the
      incumbency of the officers of MTG executing this Agreement and all agreements
      and documents contemplated hereby.

     

    (d)    Third
      Party Consents.
      Merge
      Sub and/or Innofone shall have been furnished with evidence satisfactory to
      it
      that MTG has obtained those consents, waivers, approvals or authorizations
      of
      those Governmental Entities and third parties whose consent or approval are
      required in connection with the Merger as set forth in Sections
      5.2(a)

     

    (e)    Injunctions
      or Restraints on Merger and Conduct of Business.
      No
      proceeding brought by any administrative agency or commission or other
      governmental authority or instrumentality, domestic or foreign, seeking to
      prevent the consummation of the Merger shall be pending. In addition, no
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction or other legal or regulatory
      restraint provision limiting or restricting Innofone’s conduct or operation of
      the business of MTG, following the Merger shall be in effect, nor shall any
      proceeding brought by an administrative agency or commission or other
      Governmental Entity, domestic or foreign, seeking the foregoing be
      pending.

     

     (f)    Resignation
      of Directors and Officers.
      Merger
      Sub and/or Innofone shall have received letters of resignation from each of
      its
      directors and officers immediately prior to the Effective Time, which
      resignations in each case shall be effective as of the Effective
      Time.

     

    SECTION
      SEVEN

     

    7.    Termination,
      Amendment and Waiver.

     

    7.1    Termination.
      At any
      time prior to the Effective Time, this Agreement may be terminated and the
      Merger may be abandoned:

     

    (a)    by
      mutual
      consent duly authorized by the Boards of Directors of each of Merger Sub,
      Innofone and MTG;

     

    
      
        
        

      

      
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          24 -

        
          

        

      

      
        
        

      

    

     

    (b)    by
      either
      Merger Sub, Innofone or MTG, if, without fault of the terminating party,


     

    (i)    the
      Effective Time shall not have occurred on or before midnight July 31, 2006
      (or
      such later date as may be agreed upon in writing by the parties);
      or

     

    (ii)    there
      shall be any applicable federal or state law that makes consummation of the
      Merger illegal or otherwise prohibited or if any court of competent jurisdiction
      or Governmental Entity shall have issued an order, decree, ruling or taken
      any
      other action restraining, enjoining or otherwise prohibiting the Merger and
      such
      order, decree, ruling or other action shall have become final and nonappealable;
      

     

    (c)    by
      Merger
      Sub and/or Innofone, if MTG or any of the MTG Shareholders shall materially
      breach any of its representations, warranties or obligations hereunder and
      such
      breach shall not have been cured within ten calendar business days of receipt
      by
      MTG of written notice of such breach, provided that Merger Sub and/or Innofone
      is not in material breach of any of their representations, warranties or
      obligations hereunder, and provided further, that no cure period shall be
      required for a breach which by its nature cannot be cured;

     

    (d)    by
      MTG,
      if Merger Sub and/or Innofone shall materially breach any of its
      representations, warranties or obligations hereunder and such breach shall
      not
      have been cured within ten calendar days following receipt by Merger Sub and/or
      Innofone of written notice of such breach, provided that neither MTG nor any
      of
      the MTG Shareholders is not in material breach of any of its representations,
      warranties or obligations hereunder, and provided further, that no cure period
      shall be required for a breach which by its nature cannot be cured.

     

    7.2    Effect
      of Termination.
      In the
      event of termination of this Agreement as provided in Section 7.1, this
      Agreement shall forthwith become void and there shall be no liability or
      obligation on the part of Merger Sub, Innofone or MTG or their respective
      officers, directors, stockholders or affiliates, except to the extent that
      such
      termination results from the breach by a party hereto of any of its
      representations, warranties or covenants set forth in this Agreement; provided
      that, the provisions of Section 5.4 (Confidentiality), Section 7.3 (Expenses
      and
      Termination Fees) and this Section 7.2 shall remain in full force and effect
      and
      survive any termination of this Agreement.

     

    7.3    Expenses
      and Termination Fees.
      Whether
      or not the Merger is consummated, all costs and expenses incurred in connection
      with this Agreement and the transactions contemplated including, without
      limitation, filing fees and the fees and expenses of advisors, accountants,
      legal counsel and financial printers, shall be paid by the party incurring
      such
      expense.

     

    7.4    Amendment.
      The
      Boards of Directors of Merger Sub, Innofone and MTG and the MTG Shareholders
      may
      cause this Agreement to be amended at any time by execution of an instrument
      in
      writing signed on behalf of each of the parties. 

     

    7.5    Extension;
      Waiver.
      At any
      time prior to the Effective Time any party may, to the extent legally allowed,
      (i) extend the time for the performance of any of the obligations or other
      acts of the other parties, (ii) waive any inaccuracies in the
      representations and warranties made to such party contained herein or in any
      document delivered pursuant hereto, and (iii) waive compliance with any of
      the agreements or conditions for the benefit of such party contained herein.
      Any
      agreement on the part of a party to any such extension or waiver shall be valid
      only if set forth in an instrument in writing signed on behalf of such
      party.

     

    
      
        
        

      

      
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    SECTION
      EIGHT

     

    8.    Indemnification.

     

    8.1    Survival
      of Representations and Warranties.
      All
      covenants to be performed prior to the Effective Time, and all representations
      and warranties in this Agreement or in any instrument delivered pursuant to
      this
      Agreement shall survive the consummation of the Merger and continue until the
      second anniversary of the Effective Time (the “Indemnification Termination
      Date”); provided that if any claims for indemnification have been asserted with
      respect to any such representations and warranties prior to the Indemnification
      Termination Date, the representations and warranties on which any such claims
      are based shall continue in effect until final resolution of any claims. All
      covenants to be performed after the Effective Time shall continue
      indefinitely.

     

    8.2    Indemnification
      by MTG and MTG Shareholders.
      Subject
      to the limitations set forth in this Section 8, from and after the Effective
      Time, MTG and the MTG Shareholders shall protect, defend, indemnify and hold
      harmless Innofone and the Merger Sub and its respective parent corporation,
      affiliates, officers, directors, employees, representatives and agents
      (Innofone, Merger Sub and each of the foregoing persons or entities is
      hereinafter referred to individually as an “Merger Sub Indemnified Person” and
      collectively as “Merger Sub Indemnified Persons”) from and against any and all
      losses, costs, damages, liabilities, fees (including without limitation
      attorneys’ fees) and expenses (collectively, the “Merger Sub Damages”), that any
      of the Merger Sub Indemnified Persons by reason of or in connection with any
      claim, demand, action or cause of action alleging misrepresentation, breach
      of,
      or default in connection with, any of the representations, warranties, covenants
      or agreements of MTG and the MTG Shareholders contained in this Agreement,
      including any exhibits or schedules attached hereto, and the Certificate of
      Merger, which becomes known to Merge Sub and/or Innofone prior to the
      Indemnification Termination Date. Damages in each case shall be net of the
      amount of any insurance proceeds and indemnity and contribution actually
      recovered by Innofone or the Merger Sub.

     

    8.3    Indemnification
      by Innofone.
      Subject
      to the limitations set forth in this Section 8, from and after the Effective
      Time, Innofone shall protect, defend, indemnify and hold harmless MTG and MTG
      Shareholders and their respective affiliates, officers, directors, employees,
      representatives and agents (MTG, MTG Shareholders and each of the foregoing
      persons or entities is hereinafter referred to individually as an “MTG
      Indemnified Person” and collectively as “MTG Indemnified Persons”) from and
      against any and all losses, costs, damages, liabilities, fees (including without
      limitation attorneys’ fees) and expenses (collectively, the “MTG Damages”), that
      any of the MTG Indemnified Persons by reason of or in connection with any claim,
      demand, action or cause of action alleging misrepresentation, breach of, or
      default in connection with, any of the representations, warranties, covenants
      or
      agreements of Innofone contained in this Agreement, including any exhibits
      or
      schedules attached hereto, and the Certificate of Merger, which becomes known
      to
      MTG or the MTG Shareholders prior to the Indemnification Termination Date.
      Damages in each case shall be net of the amount of any insurance proceeds and
      indemnity and contribution actually recovered by MTG or the MTG
      Shareholders.

     

    8.4    Exclusive
      Contractual Remedy and Limitations.
      Merger
      Sub,
      Innofone,
      the MTG Shareholders and MTG each acknowledge that Merger Sub Damages or MTG
      Damages, if any, may relate to unresolved contingencies existing at the
      Effective Time, which if resolved at the Effective Time would have led to a
      reevaluation of the total consideration the Parties would have agreed to
      transfer in connection with the Merger. The maximum liability of MTG and the
      MTG
      Shareholders for any breach of a representation, warranty or covenant of MTG
      or
      MTG Shareholders and the maximum liability of Merger Sub and Innofone
      collectively, for any breach of a representation, warranty or covenant of Merger
      Sub or Innofone shall be limited to $500,000; provided, however, that nothing
      herein shall limit the liability: (i) of MTG for any breach of
      representation, warranty or covenant if the Merger does not close, and
      (ii) of any officer, director or Member of MTG for such person’s or
      entity’s fraud or intentional misrepresentation.     

     

    
      
        
        

      

      
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    SECTION
      NINE

     

    9.    General
      Provisions.

     

    9.1    Survival
      of Warranties.
      The
      representations, warranties and agreements set forth in this Agreement or in
      any
      instrument delivered pursuant to this Agreement shall survive the Effective
      Time
      of the Merger and (except to the extent that survival is necessary to effectuate
      the intent of such provisions) shall terminate on the second anniversary
      of the Effective Time of the Merger, provided that representations, warranties
      and agreements relating to Taxes shall terminate on the date which is 30 days
      after expiration of all applicable statutes of limitations relating to such
      Taxes.

     

    9.2    Notices.
      Any
      notice required or permitted by this Agreement shall be in writing and shall
      be
      deemed sufficient upon receipt, when delivered personally or by courier,
      overnight delivery service or confirmed facsimile, or 48 hours after being
      deposited in the regular mail as certified or registered mail (airmail if sent
      internationally) with postage prepaid, if such notice is addressed to the party
      to be notified at such party’s address or facsimile number as set forth below,
      or as subsequently modified by written notice,

     

    (a)    if
      to
      Merger Sub and/or Innofone, to:

    Alex
      Lightman, CEO

    Innofone.com,
      Incorporated

    1431
      Ocean Avenue, Suite 1500

    Santa
      Monica, CA 90401

    


     

    (b)    if
      to MTG
      and/or the MTG Shareholders, to:

    Kirk
      Anderson, CEO

    Mobile
      Technology Group, Inc.

    101
      Convention Center Drive, Suite P119

    Las
      Vegas, NV 89109

     

    9.3    Interpretation.
      When a
      reference is made in this Agreement to Exhibits or Schedules, such reference
      shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated.
      The words “include,” “includes” and “including” when used herein shall be deemed
      in each case to be followed by the words “without limitation.” The phrase “made
      available” in this Agreement shall mean that the information referred to has
      been made available if requested by the party to whom such information is to
      be
      made available. The phrases “the date of this Agreement,”
“the
      date hereof,” and terms of similar import, unless the context otherwise
      requires, shall be deemed to refer to July 1, 2006. The table of contents and
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this
      Agreement.

     

    
      
        
        

      

      
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    9.4    Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one
      instrument.


     

    9.5    Entire
      Agreement; Nonassignability; Parties in Interest.
      This
      Agreement and the documents and instruments and other agreements specifically
      referred to herein or delivered pursuant hereto, including the Exhibits, the
      Schedules, including the MTG Disclosure Schedule and the Merger Sub/Innofone
      Disclosure Schedule (a) constitute the entire agreement among the parties
      with respect to the subject matter hereof and supersede all prior agreements
      and
      understandings, both written and oral, among the parties with respect to the
      subject matter hereof and shall survive any termination of this Agreement or
      the
      Closing, in accordance with its terms; (b) are not intended to confer upon
      any other person any rights or remedies hereunder; and (c) shall not be assigned
      by operation of law or otherwise except as otherwise specifically
      provided.

     

    9.6    Severability.
      If
      one or
      more provisions of this Agreement are held to be unenforceable under applicable
      law, the parties agree to renegotiate such provision in good faith, in order
      to
      maintain the economic position enjoyed by each party as close as possible to
      that under the provision rendered unenforceable. In the event that the parties
      cannot reach a mutually agreeable and enforceable replacement for such
      provision, then (i) such provision shall be excluded from this Agreement,
      (ii) the balance of the Agreement shall be interpreted as if such provision
      were so excluded and (iii) the balance of the Agreement shall be
      enforceable in accordance with its terms.

     

    9.7    Remedies
      Cumulative.
      Except
      as otherwise provided herein, any and all remedies herein expressly conferred
      upon a party will be deemed cumulative with and not exclusive of any other
      remedy conferred hereby, or by law or equity upon such party, and the exercise
      by a party of any one remedy will not preclude the exercise of any other
      remedy.

     

    9.8    Governing
      Law.
      This
      Agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the State of Nevada, without giving effect to
      principles of conflicts of law. 

     

    9.9    Rules
      of Construction. The
      parties hereto agree that they have been represented by counsel during the
      negotiation, preparation and execution of this Agreement and, therefore, waive
      the application of any law, regulation, holding or rule of construction
      providing that ambiguities in an agreement or other document will be construed
      against the party drafting such agreement or document.

     

    9.10    Amendments
      and Waivers.
      Any term
      of this Agreement may be amended or waived only with the written consent of
      the parties
      or their respective successors and assigns. Any amendment or waiver effected
      in
      accordance with this Section 9.10 shall be binding upon the parties and
      their respective successors and assigns.

     

    [Two
      Signature Pages Follow]

    

      
        
          
          

        

        
          -
            28 -

          
            

          

        

        
          
          

        

      

    

     

    MTG,
      MTG
      Shareholders, Merger Sub, and Innofone have executed this Agreement as of the
      date first written above.

     

    
      	 	 	 
	 	Mobile
              Technology Group, Inc.:
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Kirk
              Anderson, CEO
	 	 


    

     

    
      	
            	 	 
	 	
              Innofone.com,
                Incorporated: 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Alex
              Lightman 
	 	
              
Alex
              Lightman, CEO
	 


    

     

    
      	
            	 	 
	 	
              
                Mobile
                  Tech Acquisition Corp.

              

            
	 
 	 
 	 
 
	 	By:  	/s/
              Kirk
              Anderson
	 	
              
Kirk
              Anderson, CEO
	 




      
        
          
          

        

        
          -
            29 -

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	MTG
                SHAREHOLDERS:
	 
 	 
 	 
 
	 	 	/s/ Kirk Anderson
	 	Name:	
                
Kirk
                Anderson
	 	Address:	4386
                Jerdon Ct. 
                Las
                  Vegas, NV 89129

              
	 	 	 


      

    

    
      	 	
            
	 
 	 
 	 
 
	 	 	
              /s/
                James D. Tyner Jr.

            
	 	
              Name:

            	
              
James
              D. Tyner Jr.
	
               

            	
              
                Address:

              

            	9811
              W Charleston Blvd 
              Suite
                2503

              Las
                Vegas, NV
                89117

            


    

    
      
        	
              	 	 
	 	
              
	 
 	 
 	 
 
	 	 	/s/
                Ricardo
                Micheri
	 	
                Name:

              	
                
Ricardo
                Micheri
	
                 

              	
                Address:

              	
                10106
                  Bonham Court

                Las
                  Vegas, NV 89148

              


      

    

    
      	
            	 	 
	 	
            
	 
 	 
 	 
 
	 	 	/s/
              Erick
              Rodriguez
	 	
              Name:

            	
              
Erick
              Rodriguez
	
               

            	
              Address:

            	
              115
                E Warm Springs Rd

              Suite
                100

              Las
                Vegas, NV 89119

            
	 


    

     

    
      
        
        

      

      
        -
          30 -

        
          

        

      

      
        
        

      

    

     

    EXHIBITS

    


    


    
      	
              Exhibit A
                -

            	
              Certificate
                of Merger

            
	 	 
	
              Exhibit B
                -

            	
              Merger
                Consideration

            
	 	 
	
              Exhibit
                C-1 - 

            	
              Amended
                and Restated Articles of Incorporation for Merger Sub

            
	 	 
	
              Exhibit
                C-2 - 

            	
              Amended
                and Restated By Laws for Merger Sub

            
	 	 
	
              Exhibit D-1
                - 

            	
              Form
                of Kirk Anderson Employment Agreement

            
	 	 
	
              Exhibit
                D-2 -

            	
              Form
                of Ricardo Micheri Employment Agreement

            
	 	 
	
              Exhibit
                D-3 - 

            	
              Form
                of James Tyner Employment Agreement

            


    

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A

    


    CERTIFICATE
      OF MERGER

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    MERGER
      CONSIDERATION

     

    
      	
              
                NAME
                  AND ADDRESS OF STOCKHOLDER

              

            	
              
                NUMBER
                  OF MTG SHARES

              

            	
              
                NUMBER
                  OF SHARES OF INNOFONE COMMON STOCK

              

            
	
              Tyner
                Holdings LLC

              9811
                W Charleston Blvd 

              Suite
                2503

              Las
                Vegas, Nevada 89117

            	
              269

            	
              388,408

            
	
              Kirk
                Anderson

              4386
                Jerdon Ct.

              Las
                Vegas, NV 89129

            	
              154

            	
              221,709

            
	
              Gerard
                N. Casale Jr.

              1158
                26th St., Ste. 325

              Santa
                Monica, CA 90403

            	
              131

            	
              188,820

            
	
              Erick
                Rodriguez

              115
                E Warm Springs Rd

              Suite
                100

              Las
                Vegas, NV 89119

            	
              119

            	
              171,075

            
	
              John
                M Xitco

              P.O.
                Box 1693

              Tacoma,
                WA 98401

            	
              115

            	
              165,771

            
	
              Ricardo
                Micheri

              10106
                Bonham Court

              Las
                Vegas, NV 89148

            	
              75

            	
              108,118

            
	
              Teresa
                Hotchkin

              210
                Chettro Ct

              Henderson,
                NV 89074

            	
              43

            	
              62,545

            
	
              CDS
                Living Trust

              208
                Starlite

              Las
                Vegas, NV 89107

            	
              26

            	
              37,527

            
	
              Nikil
                Gandhy

              3220
                Whiffletree Lane

              Torrance,
                CA 90505

            	
              22

            	
              31,273

            
	
              KHWY
                Incorporated

              12381
                Wilshire Blvd.

              Suite.
                105

              Los
                Angeles, CA 90025

            	
              22

            	
              31,273

            
	
              Rhythm
                VIP, Inc.

              115
                E Warm Springs Rd.

              Suite
                100

              Las
                Vegas, NV 89119

            	
              10

            	
              14,907

            
	
              Mark
                Gore

              115
                E Warm Springs Rd

              Suite
                100

              Las
                Vegas, NV 89119

            	
              9

            	
              12,509

            
	
              Anthony
                Mistretta

              8804
                Buffalo Cloud Ave.

              Las
                Vegas, NV 89143-5407

            	
              4

            	
              6,255

            
	
              William
                T. Goehagen

              330
                E Warm Springs Rd.

              Las
                Vegas, NV 89119

            	
              1

            	
              1,251

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-1

    


    ARTICLES
      OF INCORPORATION


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT C-2

    


    BYLAWS

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT D-1

    


    FORM
      OF KIRK ANDERSON EMPLOYMENT AGREEMENT

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT D-2

    


    FORM
      OF RICARDO MICHERI EMPLOYMENT AGREEMENT

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT D-3

    


    FORM
      OF JAMES TYNER EMPLOYMENT AGREEMENT