EXHIBIT 4.6

                              CONSULTANT AGREEMENT


     This Agreement ("Agreement") is made and entered into as of the 21st day of
January,  2004,  by  and  between  FONEFRIEND, INC., a Delaware corporation (the
"Company")  and RR INV HOLDINGS, INC., a Florida corporation (the "Consultant").

                                   WITNESSETH:

     WHEREAS,  the  Consultant is engaged in the business of providing corporate
communication  services;  and

     WHEREAS,  the  Company  is  desirous  of  retaining  the Consultant for the
purpose  of  obtaining  investor  relations,  public  relations  and  corporate
communication  services  for  its  clients;

     NOW  THEREFORE, in consideration of the mutual promises made herein and for
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  hereto  agree  as  follows:

     1.     TERM.  This Agreement shall commence as of the date hereof and shall
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continue  in  effect  for  an initial period of six (6) months thereafter unless
earlier terminated in accordance with the provisions hereof.  This Agreement may
be  terminated  by  the Company upon five (5) days advance written notice at any
time  after  the date the Company's registration statement is declared effective
by  the  Securities and Exchange Commission (the "Effective Date"), in the event
the  Consultant is not performing services hereunder in a manner satisfactory to
the  Company.

     2.     SERVICES.  The  Company  hereby  engages  Consultant  for  the  term
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specified  in  Paragraph  1  hereof  to  render  such services and advice to the
Company  as  the  Company  may  request.  Company  acknowledges the Consultant's
ability to relate information regarding Company's activities is directly related
to  the  activities  of  the  Company and the information provided by Company to
Consultant.  Consultant's  duties  and  services  shall  include,  but  will not
necessarily  be  limited  to,  providing  assistance  with,  preparation of, and
undertaking  the  following  activities:

          (a)     Investor  relations,  including  handling  and  responding  to
inquiries  from  the  investment  community  and/or  the Company's stockholders,
whether  directly  or  from  the  Company's  web  site;

          (b)     Corporate  communications,  as  reasonable  requested  by  the
Company;

     3.     COMPENSATION.  For  all  services  rendered by Consultant under this
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Agreement,  the  Consultant  shall be entitled to earn up to an aggregate sum of
nine  hundred  thousand  (900,000)  shares  of  the  Company's common stock (the
"Shares"),  subject  to  the  following:

          (a)     Within  five  (5)  business  days  from  the  date hereof, the
Company  shall  deliver  four  certificates representing the total amount of the
Shares,  subject to a restrictive endorsement in accordance with Rule 144 of the
Securities  Act of 1933, as amended (the "Securities Act"), to an escrow account
to  be  maintained  by  the  Law  Offices  of  Harold H. Martin.  The individual
certificates  will  be  deemed  earned by Consultant upon their release from the
escrow  account  in  accordance  with  the  following  schedule:

               (i)     the  first certificate representing four hundred thousand
(400,000)  shares  shall  be released to Consultant on the Effective Date of the
Company's  registration  under  Form  S-3;  and

               (ii)    contingent  upon  Consultant's continued performance, and
provided  this  Agreement  has  not  been  terminated,  the  second  certificate
representing  an additional two hundred thousand (200,000) shares be released to
Consultant  on  the date which is forty five (45) days after the Effective Date;
and

               (iii)   contingent upon  Consultant's  continued performance, and
provided  this  Agreement  has  not  been  terminated,  the  third  certificate
representing  an additional two hundred thousand (200,000) shares be released to
Consultant  on  the date which is ninety (90) days after the Effective Date; and

               (iv)    contingent  upon Consultant's continued performance,  and
provided this Agreement has not been terminated, the fourth and last certificate
representing  an additional one hundred thousand (100,000) shares be released to
Consultant  on  the  date  which  is  one  hundred  twenty  (120) days after the
Effective  Date.

          (c)     In  the  event this Agreement is terminated by the Company for
cause  in accordance with Paragraph 1, above, all Shares remaining in the escrow
account,  which  have  not been released to Consultant, shall be returned to the
Company  and  Consultant  will have no further claim for Compensation hereunder.

          (d)     All  certificates  released  from  the  escrow  account  and
delivered to Consultant shall be issued as "freely tradable" securities, without
restrictive endorsement, having been registered under the Company's registration
statement  filed  under  Form  S-3.

     4.     REPRESENTATIONS  AND  WARRANTIES.  Consultant  hereby  represents,
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warrants  and  covenants  and  agrees  with  the  Company  to  the  following:

          (a)     Investment  Intent. Consultant is receiving the Shares for its
own  account  (consultant),  for  investment only and not with a view to, or for
sale  in connection with, a distribution thereof or any part thereof, within the
meaning  of  the Securities Act, and the rules and regulations promulgated there
under,  or  any  applicable  state  securities  or  blue-sky  laws;

          (b)     Intent  to  Transfer. Consultant is not party to or subject to
or  bound by any contract, undertaking, agreement or arrangement with any person
to sell or pledge the Shares, any part thereof to any person, and has no present
intention  to enter into such a contract, undertaking, agreement or arrangement.

          (c)     Sophistication  of  Consultant.  Consultant  has evaluated the
merits and risks of acquiring the Shares, that has such knowledge and experience
in  financial and business matters that the undersigned is capable of evaluating
the  merits  and  risks  of such acquisition, is aware of and has considered the
financial  risks  and  financial  hazards of acquiring the Shares and is able to
bear  the  economic  risk of acquiring the Share, including the possibility of a
complete  loss  with  respect  thereto;

          (d)     Access  to  Information.  Consultant  has  had  access to such
information  regarding  the business and finances of the Company, the receipt an
careful  reading  of  which  is  hereby acknowledged by Consultant, and has been
provided  the opportunity to discuss with the Company's management the business,
affairs  and  financial  condition  of  the  Company and such other matters with
respect  to  the  Company  as  would concern a reasonable person considering the
transactions contemplated by this Agreement and/or concerned with the operations
of  the  Company  including,  without  limitation,  pursuant to a meeting and/or
discussions  with  management  of  the  Company;

          (e)     No  Guarantees.  It  never has been represented, guaranteed or
warranted  to  Company  by  the  Consultant,  or any of its officers, directors,
agents,  representatives  or  employees,  or  any  other person, expressly or by
implication,  that:

               (i)     Any  gain  will  be  realized  by  the  Company  from
Consultant's  investment  in  the  Shares;

               (ii)    There  will  be  any approximate or exact length of  time
that  Consultant  will  be  required  to  remain  as  a  holder  of  Shares;  or

               (iii)   The  past  performance or experience on the part  of  the
Company,  its  predecessors or of any other person, will in any way indicate any
future  results  of  the  Company;

          (f)     No  Other Representations, Warranties, Covenants or Agreements
of  the Company. Except as set forth in this Agreement, the Company has not made
any  representation, warranty, covenant or agreement with respect to the matters
contained  herein,  and  Consultant  has  not  and  will  not  rely  on  any
representation,  warranty,  covenant  or  agreement  except as set forth in this
Agreement;

          (g)     High  Degree  of Investment Risk. The investment in the Shares
involves  a  high  degree  of risk and may result in a loss of the entire amount
invested; there is no assurance that the Company's operations will be profitable
in  the  future;  and  there  is no assurance that a public market for shares of
Common  Stock  will  continue  to  exist;

          (h)     State of Principal Place of Business. The address set forth at
the  bottom hereof is Consultant's true and correct principal place of business,
and  Consultant  has  no  present intention of relocating its principal place of
business  to  any  other  country,  state  or  jurisdiction;

          (i)     No Purchaser Representative. Consultant has not authorized any
person or institution to act as the undersigned's "purchaser representative" (as
such  term is defined in Rule 501 of Regulation D) in connection's investment in
Shares,  and

          (j)     No  General  Solicitation.  Consultant  has  not  received any
general solicitation of general advertising regarding the purchase of any of the
Shares.

          (k)     The  Consultant.  Agrees  and  warrants there will be no short
selling  in,  or  against,  the  Company's  securities  by  Consultant.

          (l}     Confidentiality;  Non-Circumvention.  The  Consultant
acknowledges  that  any and all knowledge or information concerning the Company,
its  affairs  and  business  activity  obtained  by  Consultant, its principals,
employees  and/or  contractors  in  the  course  of  its engagement hereunder is
strictly  confidential,  and  the Consultant covenants not to reveal same to any
other persons and/or entities, including, but not limited to, competitors of the
Company  and  that  it  will  not  impart any such knowledge to anyone whosoever
during the term hereof or anytime thereafter. Further, the Consultant agrees not
to  partake,  either  itself  or in conjunction with other third parties, in any
activities  or dealings that would circumvent, bypass or obviate the business or
economic  opportunities  or  best  interests  of  the  Company. All information,
including  but  not  limited  to  business  operations,  software  and  other
intellectual  property  rights, pertaining to the Company which is forwarded to,
or  otherwise  obtained by the Consultant hereunder, is to be received in strict
confidence  and  used  only  for  the  purposes  of  this  Agreement  and not in
circumvention  of  any business or economic opportunity or business relationship
of  the  Company. The provisions of this Paragraph shall survive the termination
of  this  Agreement.

     5.     COMPANY  CLIENT'S  INFORMATION.  The  Company  acknowledges that all
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opinions  and  advice  (written  or  oral) given by Consultant to the Company in
connection  with Consultant's engagement are intended solely for the benefit and
use  of  the  Company  (including its officers and directors) in considering the
transaction  to  which  they  relate,  and  the Company agrees that no person or
entity  other  than  the Company (including its officers and directors) shall be
entitled  to  make sure of or rely upon the advice of Consultant to be give here
under,  and  no  such  opinion or advice shall be used for any manner or for any
purpose,  nor  may  the Company make any public references to Consultant, or use
the  Consultant's name in any annual reports or any other reports or releases of
the  Company, without Consultant's prior written consent. The Company recognizes
and  confirms  that, in advising the Company here under, Consultant will use and
rely  on  data,  material  and  other information furnished to Consultant by the
Company,  without independently verifying the accuracy, completeness or veracity
of  same.

     6.     OTHER  CONSULTING  CLIENTS. The Company acknowledges that Consultant
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or its affiliates are in business of providing services and consulting advice to
others.  Nothing  herein  contained  shall  be  construed  to  limit or restrict
Consultant  in conducting such business with others, or in rendering such advice
to  others, provide that Consultant shall not take any action, to the best of is
knowledge  and  belief,  that would be contrary to the interests of the Company.

     7.     INDEMNIFICATION.
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          (a)     The  Company agrees to indemnify and hold harmless Consultant,
its  employees,  directors,  officers,  agents,  representatives and controlling
persons  from  and  against  any  and  all losses, claims, damages, liabilities,
suits,  actions,  proceedings,  costs  and  expenses  (collectively, "Damages"),
including,  without  limitation,  reasonable  attorney fees and expenses, as and
when  incurred, if such Damages were directly caused by, relating to, based upon
or  arising  out  of  the  rendering  by Consultant of services pursuant to this
Agreement,  so long as Consultant shall not have engaged in illegal, intentional
or  willful  misconduct, or shall not have been grossly negligent, in connection
with  the  services  provided  which  form  the  basis  of  the  claim  for
indemnification. This paragraph shall survive the termination of this Agreement.

          (b)     The  Consultant  agrees  to  indemnify  and  hold harmless the
Company,  its  employees,  directors,  officers,  agents,  representatives  and
controlling  persons  from  and  against any and all Damages, including, without
limitation, reasonable attorney fees and expenses, as and when incurred, if such
Damages  were  directly caused by, relating to, based upon or arising out of the
rendering  by  Consultant  of services pursuant to this Agreement, if Consultant
shall  have engaged in illegal, intentional or willful misconduct, or shall have
been  grossly negligent, in connection with the services provided which form the
basis  of  the  claim  for  indemnification.  This  paragraph  shall survive the
termination  of  this  Agreement.

     8.     INDEPENDENT  CONTRACTOR.  Consultant shall perform its services here
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under  as  an  Independent  Contractor  and  not  as an employee or agent of the
Company or any affiliate thereof. Consultant shall have no authority to act for,
represent  or bind the Company or any affiliate thereof in any matter, except as
may  be  expressly  agreed  to  by  the  Company  in  writing from time to time.

     9.     ARBITRATION.  In the event of any dispute under this Agreement, then
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and  in  such  event,  each party agrees that the same shall be submitted to the
American  Arbitration  Association  ("AAA")  in  South  Florida  Region, for its
decision  and  determination in accordance with it rules and regulations then in
effect.  Each  of  the parties agrees that the decision and/or award made by the
AAA  may be entered as judgment of the Courts of The State of Florida, and shall
be  enforceable  as  such.

     10.     NOTICES.  Any  notice to be given by either party to the other here
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under  shall  be  sufficient if in writing and sent by (a) nationally recognized
overnight courier, (b) facsimile transmission electronically confirmed, (c) hand
delivery  against  receipt,  (d)  registered  or  certified mail, return receipt
requested,  in each case addressed to such party at the address specified below:

     If  to  Company:     FoneFriend,  Inc.
                          Attn:  President
                          2722  Loker  Avenue  West,  Suite  G
                          Carlsbad,  CA  92008-6607
                          Fax:  (760)  607-2334

     If  to  Consultant:  RR  INV  Holdings,  Inc.
                          Attn:  Robert  Rico
                          3244  N.E.  167th  Street
                          North  Miami  Beach,  FL  33160
                          Fax:  (305)  919-9334

     Or,  such  other  address  as  either party may have given notice of to the
other  party,  from  time  to  time,  in  writing.

     11.     MISCELLANEOUS.  This  Agreement  constitutes  the  entire agreement
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between  the  parties with respect to the subject matter hereof. No provision of
this  Agreement  may be amended, modified or waived, except in writing signed by
both  parties.  This  Agreement shall be biding upon and inure to the benefit of
each  of  the parties and their respective successors, legal representatives and
assigns.  Either  party without the written consent of the other party shall not
assign  this  Agreement.  This  Agreement  may be executed in counterparts. This
Agreement  shall  be  construed  in  accordance  with  the  laws of the State of
Florida,  without  giving  effect  to  conflict  of  laws.

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

"CONSULTANT"
RR  INV  HOLDINGS,  INC.



By:    /s/  Robert  Rico
       -----------------
       Robert  Rico
Title: President
Date:  January  21,  2004


"COMPANY"
FONEFRIEND,  INC.



By:    /s/  Jackelyn  Giroux
       -----------------
       Jackelyn  Giroux
Title: President
Date:  January  21,  2004