On September 7, 2006, Innofone.com, Incorporated ("Innofone" or the "Company") issued a promissory note (the "Note") to Mr. Lawrence Hughes in the principal amount of $2,000,000 ("Principal") payable on the earlier of: (i) sixty (60) days from the issuance date; or (ii) December 1, 2006 ("Maturity Date"). Interest shall accrue on the Principal at the rate of the London Interbank Offered Rate (LIBOR) plus one percent (1%) per annum simple interest calculated on the issuance date and payable in full on the Maturity Date. Repayment of the Principal and interest may be made in one balloon payment on or before the Maturity Date, or monthly prior to the Maturity Date, at the election of the Company. The Company may, in its sole discretion, prepay any and all of the amount owed at any time without penalty. The obligations under the Note are junior in rank to certain securities issued pursuant to the Company's swap transaction in June 2006.

A form of the Note is filed herewith as Exhibit 10.1.

We claim an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the Investor was an "accredited investor" and/or qualified institutional buyers, the Investor had access to information about the Company and its investment, the Investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c) EXHIBITS.

Exhibit
Number  Description

10.1*   Form of Promissory Note issued to Mr. Lawrence Hughes, dated
        September 7, 2006

* Filed herewith