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Published on 9/6/2005 in the Prospect News PIPE Daily.

New Issue: Innofone.com closes $4.5 million private placement of convertibles

By Sheri Kasprzak

New York, Sept. 6 - Innofone.com, Inc. said it has wrapped a $4.5 million private placement of convertible notes.

The 8% secured convertible term notes due Aug. 31, 2008, were sold to AJW Partners, LLC; AJW Offshore, Ltd.; AJW Qualified Partners and New Millennium Capital Partners II, LLC.

Innofone will receive $1.5 million at closing and will receive $1.5 million once a registration statement is filed and the remainder once the registration statement is effective.

If the company's stock trades above $3.50 in any month, no interest will be due on the notes for the month.

The notes are convertible into common shares at the lesser of $3.50 or a 30% discount to the average of the three lowest trading prices during the 20 trading days before conversion.

The investors received warrants for a total of 1 million shares, exercisable at $5.00 each for five years.

The proceeds will be used for working capital.

Based in Olney, Md., Innofone.com is an internet protocol portal provider.

Issuer:Innofone.com, Inc.
Issue:Secured convertible term notes
Amount:$4.5 million
Maturity:Aug. 31, 2008
Coupon:8%
Price:Par
Yield:8%
Conversion price:The lesser of $3.50 or a 30% discount to the average of the three lowest trading prices during the 20 trading days before conversion
Warrants:For 1 million shares
Warrant expiration:Five years
Warrant strike price:$5.00
Investors:AJW Partners, LLC; AJW Offshore, Ltd.; AJW Qualified Partners and New Millennium Capital Partners II, LLC
Settlement date:Aug. 31
Announcement date:Sept. 6
Stock price:$2.00 at close Aug. 31
Stock price:$1.80 at close Sept. 6

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