EXHIBIT 4.9

                             CONSULTANTCY AGREEMENT


     This  Consultancy  Agreement,  made as of the 27th day of January, 2004, by
and  between  FONEFRIEND, INC, a Delaware corporation with offices at 2722 Loker
Avenue  West,  Suite  G,  Carlsbad,  California 92008 (the "Company") and Lothar
Elsaesser,  a  citizen  of Germany who resides at Schluterstr. 61, 10625 Berlin,
Germany  (the  "Consultant")

                                    WITNESSTH

     WHEREAS,  the  Company  desires  to  retain Consultant to render consulting
services, including services relating to implementing a media marketing campaign
in  Europe  and  developing  contacts  for  strategic  relationships  with  the
realization  of  value  for  the  Company  and  it's  stockholders;  and

     WHEREAS,  the  Company  has  limited  cash  resources and the Consultant is
willing  to  perform  such consulting services in consideration for stock and on
the  terms  and  conditions  herein  contained;  and

     NOW,  THEREFORE, in consideration of the premises herein and other good and
valuable  considerations,  the  parties  agree  as  follows:

1.     ENGAGEMENT

     The  Company  hereby  engages Consultant and Consultant hereby accepts such
engagement as a consultant to render the consulting services set forth below, as
requested  by  the  Company,  and  in  furtherance  of the business goals of the
Company.  Further,  the Consultant hereby warrants and represents to the Company
that  it  will  adhere  to  and  fully comply with all applicable ordinances and
securities  laws.

2.     CONSULTANT DUTIES

     Consultant  shall,  at  the  request  of  the  Company,  provide  business
management,  marketing  and financial consultation services. Such services shall
include:

     a.     Marketing - Consultant will assist the  Company  in  developing  and
implementing  its media marketing campaign in Europe, including media production
and  placement  of  advertisements featuring the Company's product on television
commercials,  cable  TV,  radio  and  print.

     b.     Strategic  Transactions - Consultant  will  assist  the  Company  in
evaluating  the  advisability of entering into acquisitions, strategic alliances
and  joint  ventures  with  entities  that  can  further  the Company's business
objectives  on  a  global  scale.

     c.     Financial Relations - Consultant will assist the Company in  listing
its stock on one or more stock exchanges in Europe and will assist in developing
relationships  with  European  investment  bankers  and  stock  brokerage firms.

3.     TERM

     In  consideration of the compensation paid upon the date of this Agreement,
Consultant warrants that it shall faithfully perform its services, in a diligent
and  timely  fashion, commencing on the date hereof and ending on July 31, 2004.
Said  term  of  approximately  six (6) full calendar months shall constitute the
initial  term of this Agreement. Thereafter, unless renewed at least thirty (30)
days  prior  to  the  end  of said term, this Agreement shall terminate, with no
further  force  or  effect, and only those provisions excepted under Section 13,
below,  shall  survive.

4.     COMPENSATION

     In  consideration  of Consultant's willingness to enter into this Agreement
and to perform the services referenced in Section 2 above, the Company shall pay
Consultant  a  fixed, one-time fee in the amount of Twenty Four Thousand Dollars
($24,000.00),  which  shall  be  due  and  payable  upon  the  execution of this
Agreement.  In  lieu of said cash fee, Consultant agrees to accept three hundred
thousand  (300,000)  shares  of  the  Company's  common stock. Company agrees to
register  Consultant's  stock  under its proposed registration statement on form
S-3.

5.     ACTIVITIES

     Throughout  the  term  of  this  Agreement, Consultant will act in the best
interests  of the Company and will provide the designated representatives of the
Company  with verbal or written reports, as reasonable requested, concerning his
activities.

6.     THIRD PARTIES

     The Company acknowledges that, in connection with its engagement hereunder,
Consultant  may introduce the Company to third parties who may transact business
with  the  Company  and/or assist Consultant in providing consulting services to
the  Company  hereunder.

7.     CONFIDENTIAL INFORMATION

     Consultant  acknowledges  that  any  and  all  confidential  knowledge  or
information  concerning  the  Company  and  its  affairs  obtained  by  it,  its
principals,  employees  and/or  contractors  in  the  course  of  its engagement
hereunder will be inviolate by it and that it will conceal the same from any and
all  other  persons  and entities, including, but not limited to, competitors of
the  Company and that it will not impart any such knowledge to anyone whosoever,
nor will Consultant use any confidential information or knowledge gained through
his  services hereunder for his own economic benefit whatsoever, during the term
of  twelve  months  from  the  date  of  termination  hereof.

8.     INDEMNIFICATION

     The  Company  shall hold harmless and indemnify Consultant from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including  but  not  limited  to  reasonable attorney's fees, resulting from, or
incurred  in  connection  with  claims  made  against Consultant relating to the
performance  of its duties hereunder. Notwithstanding the foregoing, the Company
shall  have  no obligation to hold harmless and indemnify Consultant from claims
made against Consultant, which arise out of, or in connection with, Consultant's
gross  negligence  or  failure  to  adhere to any laws in the performance of its
duties.

     Consultant  hereby  agrees  to  indemnify and hold the Company, its agents,
officers,  directors,  employees and consultants, collectively and individually,
harmless  from  and  against  all  claims, damages, suits, loss, liabilities and
expenses  incurred  by the Company (including fees and disbursements of counsel)
which are related to or arise out of actions taken or omitted to be taken by the
Consultant,  or  any  of  its  affiliates  or  agents,  in  connection  with the
Consultant's  activities  under  this  Agreement.

9.     ASSIGNMENT

     The  Company  shall  have the right to assign or delegate this Agreement or
any  rights  or obligations created hereby. The Consultant may not assign any of
its  duties  or  obligations  provided for hereunder without the express written
consent  of  the  Company  in  advance.

10.    ENTIRE AGREEMENT; MODIFICATION

     This  Agreement  constitutes  the entire agreement between the parties with
respect  to  the  subject matter hereof. No promises, guarantees, inducements or
agreement,  whether  oral or written, express or implied have been made or shall
be  of  any  force  or  effect  other  than as contained in this Agreement. This
Agreement  can  only  be  modified or changed in writing signed by both parties.

11.    BENEFIT OF AGREEMENT

     This  Agreement  shall inure to the benefit and be binding upon the parties
hereto  and  their  respective legal representatives, administrators, executors,
successors,  assigns,  subsidiaries  and  affiliates.

12.    GOVERNING LAW; CONSTRUCTION

     In  the  event  of  any dispute regarding this Agreement, the parties agree
that  all  matters  relating  to  this Agreement shall be governed by, construed
under and enforced in accordance with the laws of the Country of Germany without
regard  to its principles of conflicts of laws and irrespective of the fact that
one  or  more of the parties is now domiciled in another territory. Further, the
language  used  in  this Agreement shall be deemed to be language chosen by both
parties  hereto  to  express  their  mutual  intent,  and  no  rule  of  strict
construction against either party shall apply to any terms or conditions hereof.

13.    SURVIVAL

     The  provisions  contained  in  Sections  7,  8, and this Section 13, shall
survive  the  termination  of  this  Agreement.

14.    CAPTIONS

     The  captions  by  which the sections and subsections of this Agreement are
identified  are  for  convenience only, and shall have no effect whatsoever upon
its  interpretation.

15.    COUNTERPARTS; FACSIMILE SIGNATURES

     This  Agreement  may be executed in one or more counterparts, each of which
shall  be deemed an original, but all of which together shall constitute one and
the  same  instrument.  This  Agreement  may be effective upon the execution and
delivery  by  any  party  of  facsimile  copies  of  signature pages hereto duly
executed by such party; provided, however, that any party delivering a facsimile
signature page, covenants and agrees to deliver promptly thereafter at least one
(1)  original  copy  to  the  other  party  hereto.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by their duly authorized representatives as of the date written below.

                                                 THE COMPANY:
                                                 FONEFRIEND, INC.
                                                 A DELAWARE CORPORATION



WITNESS:     /S/ GARY A. RASMUSSEN          BY:  /S/ JACKELYN GIROUX
             ---------------------               -------------------
                                                 JACKELYN GIROUX, PRESIDENT


                                                 THE CONSULTANT:
                                                 LOTHAR  ELSAESSER,
                                                 AN INDIVIDUAL



WITNESS:     /S/ GARY A. RASMUSSEN          BY:  /S/ LOTHAR ELSAESSER
             ---------------------               --------------------
                                                 LOTHAR ELSAESSER