EXHIBIT 4.5

January 19, 2004

CONFIDENTIAL
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FoneFriend, Inc.
Attn: Jackelyn Giroux, President
2722 Loker Avenue, Ste G
Carlsbad, California 92008

VIA FACSIMILE 509-691-4251
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Dear Ms. Giroux:

This  letter  agreement  ("Agreement")  confirms the terms and conditions of the
engagement  of Greentree Financial Group, Inc. ("Greentree") by FoneFriend, Inc.
(the  "Company")  to  render  certain  professional  services  to the Company in
connection  with  the  Company's  proposed  registration  statement.

1.      Services.  During the term of  this Agreement, Greentree (utilizing  its
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association  with,  and  the  services  of, the Law Offices of Harold H. Martin)
hereby agrees to perform and/or provide the Company with the following services:

(a)     Assist  with  the  preparation  of a registration statement on Form  S-3
(or  such  other  form  as  may  be  appropriate  and available to the Company),
including  drafting  of  the  registration statement, reviewing of the Company's
corporate  documents  in  preparation  for  filing  the  registration statement,
answering comments from the National Association of Securities Dealers ("NASD"),
the Securities and Exchange Commission ("SEC") or any stock exchange relating to
the  registration  statement,  any  "Blue  Sky"  compliance  issues  and  filing
requirements,  etc.;  and

(b)     Assist with  the  preparation  of  financing  documents  (e.g., Dutchess
Capital, Compass Capital, etc.), that will give rise to the Company's securities
being  registered  under  the  registration  statement;  and

(c)     Assist with EDGARizing the aforementioned document and other filings  of
the  Company  as  required by the NASD, SEC or any stock exchange, including any
applicable  amendments;  and

(d)     Provide the services of Harold H. Martin in creating and maintaining  an
escrow  account  for  the  transaction(s)  between  the  Company  and  Greentree
Financial  Group,  Inc.,  The Bulletin Board Productions, LLC., and The Bulletin
Board  Report,  LLC.;  and

(f)     Availability to respond to general questions  and to  provide  strategic
advisory  services  (up  to  20  hours)  relating  to  SEC  filings,  rules  and
regulations,  as  well  as  services  in connection with the Company's continued
compliance  therewith;  and

(g)     Assist with the (non-CPA) review and filing  of all  required  documents
with  regards  to  registration  under  the  Securities Exchange Act of 1934, as
amended,  with  the  SEC  for  Company of Forms 10K-SB, Forms 10Q-SB, Forms 8-K,
Forms  3,  4,  5,  and  13D,  and  amendments;  and

(h)     Preparation of Rule 144 opinion letters (up to 5); and

(i)     Preparation of a new S-8 registration  statement  and related  plan,  or
preparation  and  filing  of  an  amendment  to  the  Company's  existing  S-8
Registration  and  related  plan,  if  requested;  and

(j)     Perform such other services as the Company and Greentree shall  mutually
agree  to  in  writing.

2.      Fees.  The Company agrees  to  compensate  Greentree  for  all  services
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performed  hereunder  with a service fee ("Service Fee") in the aggregate amount
of  250,000  shares  of  common  stock,  due  and payable upon execution of this
Agreement by all parties. The Company shall instruct its transfer agent to issue
the entire 250,000 shares in the name of Greentree, with further instructions to
deliver  said  shares  for  deposit  into  an  escrow account, to be established
through  the  Law Offices of Harold H. Martin, for the benefit of Greentree. One
hundred  fifty  thousand (150,000) shares will be released to Greentree from the
escrow  account  upon  the  effectiveness  of  the  Company's  S-3  registration
statement  as compensation for its Service Fee, without further conditions. This
partial  release  of  shares is based on a minimum stock value of $.25 per share
for  an  aggregate  value of $37,500. The Company agrees that the balance of one
hundred  thousand (100,000) shares held in escrow will be released to Greentree,
within  ninety  (90) days from the date hereof, in the event that Greentree does
not  realize  a minimum, aggregate value of $30,000 from the sale of its shares,
or  the Company's stock is trading an average value of less than $.20 per share.
However,  in the event that Greentree actually realizes an aggregate sum greater
than  $30,000,  or  the market value of the Company's stock is in excess of $.20
per  share,  and provided that this Agreement has not been earlier terminated by
the  Company,  the  balance  of  the  shares held in escrow shall be released to
Greentree  as  additional bonus compensation on June 30, 2004. All shares issued
to  Greentree by the Company for its Service Fee and bonus compensation, if any,
shall  be  included  in  the  Company's  registration  statement  on  Form  S-3.

3.     Term.  The term of this Agreement shall  be  twelve  (12)  full  calendar
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months,  commencing on January 19, 2004. This agreement may be terminated by the
Company  upon thirty (30) days prior written notice to Greentree. If the Company
terminates this Agreement prior to the expiration of the Term, the Company shall
pay  to Greentree all reasonable expenses incurred, in accordance with Paragraph
4  hereof.  Any  obligation  pursuant  to  this  Paragraph  3,  and  pursuant to
Paragraphs  2, 4, 5, 6 and 8 hereof, shall survive the termination or expiration
of  this  Agreement.

4.     Expenses.   Upon prior written approval by the Company, Greentree may  be
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entitled to reimbursement for all of its reasonable out-of-pocket fees, expenses
and  costs  (including,  but  not  limited  to,  legal,  accounting,  travel,
accommodations, telephone, translation, computer, courier and supplies) incurred
in  connection  with  the  performance of its services under this Agreement. All
such  approved fees, expenses and costs will be billed at any time by Greentree,
accompanied  by  receipts  and proper documentation, and shall be payable by the
Company within thirty (30) days from invoicing. Upon expiration of the Agreement
any  unreimbursed  fees  and  expenses  will  be  immediately  due  and payable.

5.     Indemnification.  In addition to the payment of fees and reimbursement of
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fees  and expenses provided for above, the Company agrees to indemnify Greentree
and  its affiliates with regard to the matters contemplated herein, as set forth
in  Exhibit  A,  attached hereto, which is incorporated by reference as if fully
set  forth  herein.

6.     Matters Relating to Engagement.   The Company acknowledges that Greentree
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has been retained solely to provide the services set forth in this Agreement. In
rendering  such  services, Greentree shall act as an independent contractor, and
any  duties  of  Greentree arising out of its engagement hereunder shall be owed
solely  to  the  Company.  The  Company  further acknowledges that Greentree may
perform  certain  of  the  services  described herein through one or more of its
affiliates.

     The  Company  acknowledges  that  Greentree  is  a  consulting firm that is
engaged  in  providing  financial  services. The Company acknowledges and agrees
that  in  connection  with the performance of Greentree's services hereunder (or
any  other  services)  that  neither  Greentree nor any of its employees will be
providing  the  Company with legal, tax or accounting advice or guidance (and no
advice  or guidance provided by Greentree or its employees to the Company should
be  construed  as such) and that neither Greentree nor its employees hold itself
or  themselves  out  to  be  advisors as to legal, tax, accounting or regulatory
matters  in  any  jurisdiction.  The  attorneys  and  accountants  that work for
Greentree  are  exclusively  for  Greentree's benefit. The Company shall consult
with  its  own  legal, tax, accounting and other advisors concerning all matters
and  advice  rendered  by  Greentree  to  the  Company  and the Company shall be
responsible  for  making  its own independent investigation and appraisal of the
risks, benefits and suitability of the advice and guidance given by Greentree to
the  Company  and  the  transactions  contemplated  by  this  Agreement. Neither
Greentree  nor  its  employees  shall  have  any  responsibility  or  liability
whatsoever  to  the  Company  or  its  affiliates  with  respect  thereto.

     The  Company recognizes and confirms that in performing its duties pursuant
to  this  Agreement,  Greentree will be using and relying on data, material, and
other  information  (the  "Information")  furnished  by  the  Company  or  their
respective  employees  and  representatives.  The  Company  will  cooperate with
Greentree and will furnish Greentree with all Information concerning the Company
and  any  Transaction,  Alternate Transaction or Financing which Greentree deems
appropriate  and  will  provide Greentree with access to the Company's officers,
directors,  employees, independent accountants and legal counsel for the purpose
of  performing  Greentree's  obligations pursuant to this Agreement. The Company
hereby  agrees  and  represents  that  all  Information  furnished  to Greentree
pursuant  to  this  Agreement  shall  be  accurate  and complete in all material
respects  at  the time provided, and that, if the Information becomes materially
inaccurate,  incomplete  or misleading during the term of Greentree's engagement
hereunder,  the Company shall promptly advise Greentree in writing. Accordingly,
Greentree  assumes  no  responsibility  for the accuracy and completeness of the
Information. In rendering its services, Greentree will be using and relying upon
the  Information  without  independent  verification  evaluation  thereof.

7.     Governing Law.  This Agreement shall be  governed  by  and  construed  in
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accordance  with the laws of the State of Florida without regard to the conflict
of  laws  provisions  thereof.

8.     No Brokers.  The Company represents and warrants to Greentree that  there
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are  no  brokers,  representatives  or  other  persons which have an interest in
compensation  due  to  Greentree  from  any  services  contemplated  herein.

9.     Authorization.  The Company and Greentree represent and warrant that each
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has  all  requisite  power  and  authority, and all necessary authorizations, to
enter  into  and  carry  out  the terms and provisions of this Agreement and the
execution,  delivery  and  performance  of  this  Agreement  does  not breach or
conflict  with  any  agreement, document or instrument to which it is a party or
bound.

10.    Miscellaneous.  This Agreement  constitutes  the entire understanding and
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agreement  between  the Company and Greentree with respect to the subject matter
hereof  and supersedes all prior understanding or agreements between the parties
with  respect  thereto,  whether  oral  or  written,  express  or  implied.  Any
amendments  or  modifications  must be executed in writing by both parties. This
Agreement and all rights, liabilities and obligations hereunder shall be binding
upon  and  insure  to  the  benefit  of  each  party's successors but may not be
assigned without the prior written approval of the other party. If any provision
of  this Agreement shall be held or made invalid by a statute, rule, regulation,
decision  of  a tribunal or otherwise, the remainder of this Agreement shall not
be  affected thereby and, to this extent, the provisions of this Agreement shall
be  deemed  to  be  severable.  This  Agreement may be executed in any number of
counterparts,  each  of  which,  shall  be  deemed  to  be an original, but such
counterparts  shall,  together,  constitute only one instrument. The descriptive
headings  of the Paragraphs of this Agreement are inserted for convenience only,
do  not  constitute  a part of this Agreement and shall not affect in anyway the
meaning  or  interpretation  of  this  Agreement.

Please  confirm that the foregoing correctly sets forth our agreement by signing
below  in the space provided and returning a copy of this Agreement to Greentree
for  execution,  which shall constitute a binding agreement as of the date first
above  written.

Thank  you.  We  look  forward  to  a  mutually  rewarding  relationship.

GREENTREE FINANCIAL GROUP, INC.



By:    /s/  R. Chris Cottone
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Name:  R. Chris Cottone
Title: Vice-President


AGREED  TO  AND  ACCEPTED  AS  OF  JANUARY  19,  2004:

FONEFRIEND, INC.



By:    /s/  Jackelyn Giroux
       ---------------------
Name:  Jackelyn Giroux
Title: President

<PAGE>

                           EXHIBIT A: INDEMNIFICATION

     The  Company  agrees  to  indemnify  Greentree,  its  employees, directors,
officers,  agents,  affiliates,  and each person, if any, who controls it within
the  meaning  of  either  Section  20  of the Securities Exchange Act of 1934 or
Section  15 of the Securities Act of 1933 (each such person, including Greentree
is  referred  to  as  "Indemnified  Party") from and against any losses, claims,
damages and liabilities, joint or several (including all legal or other expenses
reasonably  incurred  by an Indemnified Party in connection with the preparation
for or defense of any threatened or pending claim, action or proceeding, whether
or not resulting in any liability) ("Damages"), to which such Indemnified Party,
in  connection  with  providing  its  services  or arising out of its engagement
hereunder,  may  become  subject  under  any  applicable Federal or state law or
otherwise,  including  but  not  limited  to  liability or loss (i) caused by or
arising  out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in order
to  make a statement not misleading in light of the circumstances under which it
was  made,  (ii) caused by or arising out of any act or failure to act, or (iii)
arising  out of Greentree's engagement or the rendering by any Indemnified Party
of  its  services under this Agreement; provided, however, that the Company will
not  be liable to the Indemnified Party hereunder to the extent that any Damages
are  found  in  a  final  non-appealable  judgment  by  a  court  of  competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the  Indemnified  Party  seeking  indemnification  hereunder.

     These  indemnification  provisions  shall  be  in addition to any liability
which  the  Company  may  otherwise  have  to  any  Indemnified  Party.

     If  for  any  reason, other than a final non-appealable judgment finding an
Indemnified  Party  liable  for  Damages  for  its  gross  negligence or willful
misconduct  the  foregoing  indemnity  is unavailable to an Indemnified Party or
insufficient  to  hold  an  Indemnified  Party  harmless, then the Company shall
contribute  to the amount paid or payable by an Indemnified Party as a result of
such  Damages  in  such  proportion  as  is  appropriate to reflect not only the
relative  benefits  received by the Company and its shareholders on the one hand
and  the  Indemnified  Party  on  the  other, but also the relative fault of the
Company  and  the  Indemnified  Party  as  well  as  any  relevant  equitable
considerations.

     Promptly  after  receipt by the Indemnified Party of notice of any claim or
of  the  commencement of any action in respect of which indemnity may be sought,
the  Indemnified  Party  will  notify  the  Company in writing of the receipt or
commencement  thereof and the Company shall have the right to assume the defense
of  such  claim  or  action  (including  the  employment  of  counsel reasonably
satisfactory  to  the  Indemnified Party and the payment of fees and expenses of
such  counsel),  provided  that  the  Indemnified  Party shall have the right to
control  its  defense if, in the opinion of its counsel, the Indemnified Party's
defense  is unique or separate to it as the case may be, as opposed to a defense
pertaining  to  the  Company. In any event, the Indemnified Party shall have the
right to retain counsel reasonably satisfactory to the Company, at the Company's
sole  expense,  to  represent  it  in  any  claim  or action in respect of which
indemnity  may  be  sought  and  agrees  to  cooperate  with the Company and the
Company's  counsel in the defense of such claim or action. In the event that the
Company  does  not  promptly  assume  the  defense  of  a  claim  or action, the
Indemnified Party shall have the right to employ counsel to defend such claim or
action.  Any  obligation pursuant to this Annex shall survive the termination or
expiration  of  the  Agreement.