Exhibit  10.11

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     Registration  Rights  Agreement (the "Agreement"), dated as of February 25,
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2004, by and between FoneFriend, Inc., a corporation organized under the laws of
State  of  Delaware,  with  its principal executive office at with its principal
executive office at FoneFriend, Inc, 14545 Friar Street, Suite 103, Van Nuys, CA
91411  (the  "Company"),  and  Dutchess  Private Equities Fund, L.P., a Delaware
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limited  partnership  with its principal office at 312 Stuart Street, Boston, MA
02116  (the  "Investor").
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     Whereas,  in  connection  with  the Investment Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
                                                     --------------------
Company  has agreed to issue and sell to the Investor an indeterminate number of
shares  of  the  Company's  Common  Stock, .001 par value per share (the "Common
                                                                          ------
Stock"), to be purchased pursuant to the terms and subject to the conditions set
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forth  in  the  Investment  Agreement;  and

     Whereas,  to  induce  the  Investor  to  execute and deliver the Investment
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
                                                                 --------
applicable  state  securities  laws,  with respect to the shares of Common Stock
issuable  pursuant  to  the  Investment  Agreement.

     Now  Therefore,  in  consideration of the foregoing premises and the mutual
covenants  contained  hereinafter and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, the Company and the
Investor  hereby  agree  as  follows:


SECTION  1.  DEFINITIONS.
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     As  used  in  this  Agreement, the following terms shall have the following
meanings:

     "Execution  Date"  means  the  date  first  written  above.
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     "Investor"  means  Dutchess Private Equities Fund, L.P., a Delaware limited
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partnership.

     "Person" means a corporation, a limited  liability company, an association,
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a  partnership,  an  organization,  a business, an individual, a governmental or
political  subdivision  thereof  or  a  governmental  agency.

     "Potential  Material  Event" means any of the following: (I) the possession
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by the Company of material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (II) any material engagement or activity by the Company which would,
in  the  good  faith  determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors  of  the  Company  that the Registration Statement would be materially
misleading  absent  the  inclusion  of  such  information.

     "Principal  Market"  shall  mean  The  American  Stock  Exchange,  National
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Association  of  Securities  Dealer's, Inc. Over-the-Counter electronic bulletin
board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the
principal  market  on  which  the  Common  Stock  is  listed.

     "Register,"  "Registered,"  and  "Registration"  refer  to  a  registration
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effected  by  preparing  and  filing  one  or  more  Registration  Statements in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule  providing  for offering securities on a continuous basis ("Rule
                                                                            ----
415"), and the declaration or ordering of effectiveness of such Registration
---
Statement(s)  by  the  United  States  Securities  and  Exchange Commission (the
"SEC").

     "Registrable  Securities"  means  (I)  the shares of Common Stock issued or
      -----------------------
issuable  pursuant  to  the Investment Agreement, and (II) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as
a  result  of  any  stock  split,  stock dividend, recapitalization, exchange or
similar  event  or otherwise, which have not been (X) included in a Registration
Statement  that  has  been  declared  effective  by  the  SEC  or (Y) sold under
circumstances  meeting  all  of  the  applicable  conditions of Rule 144 (or any
similar  provision  then  in  force)  under  the  1933  Act.

     "Registration  Statement"  means  a  registration  statement of the Company
      -----------------------
filed  under  the  1933  Act  covering  the  Registrable  Securities.

     All  capitalized  terms  used  in  this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed  to  them as in the Investment
Agreement.

SECTION  2.  REGISTRATION.
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     (A)  On  or  before the execution of this Agreement, the Company shall have
provided  a  draft  of  the  Registration  Statement  covering  the  Registrable
Securities  to  the Investor. The Company shall, as soon as practicable, but not
later than fifteen calendar days following the Execution Date, file with the SEC
a  Registration  Statement  or Registration Statements (as is necessary) on Form
S-3 (or, if such form is unavailable for such a registration, on such other form
as  is  available  for  such  a registration), covering the resale of all of the
Registrable  Securities,  which  Registration  Statement(s) shall state that, in
accordance  with  Rule  415  promulgated  under  the 1933 Act, such Registration
Statement  also  covers such indeterminate number of additional shares of Common
Stock  as  may  become  issuable  upon  stock splits, stock dividends or similar
transactions.  The Company shall initially register for resale 17,950,000 shares
of  Common Stock which would be issuable on the date preceding the filing of the
Registration  Statement  based  on the closing bid price of the Company's Common
Stock  on  such date and the amount reasonably calculated that represents Common
Stock  issuable to other parties as set forth in the Investment Agreement except
to  the  extent  that  the  SEC  requires  the  share  amount to be reduced as a
condition  of  effectiveness

     (B)  The  Company  shall  use  commercially  reasonable efforts to have the
Registration  Statement(s) declared effective by the SEC within 90 calendar days
after  the  Execution  Date.

     (C)  The  Company  agrees  not  to  include  any  other  securities  in the
Registration Statement covering the Registrable Securities, other than those due
to  Compass  Capital  Group,  without  Investor's  prior  written  consent which
Investor  may  withhold  in its sole discretion. Furthermore, the Company agrees
that  it  will  not  file any other Registration Statement for other securities,
until  thirty calendar days after the Registration Statement for the Registrable
Securities  is  declared  effective  by  the  SEC.

SECTION  3.  RELATED OBLIGATIONS.
             -------------------

     At such time as the Company is obligated to prepare and file a Registration
Statement  with  the  SEC  pursuant to Section 2(a), the Company will effect the
registration  of  the  Registrable  Securities  in  accordance with the intended
method  of disposition thereof and, with respect thereto, the Company shall have
the  following  obligations:

     (A)  The  Company  shall  use commercially reasonable efforts to cause such
Registration  Statement  relating  to  the  Registrable  Securities  to  become
effective  within  90  days  after  the  Execution  Date  and  shall  keep  such
Registration  Statement  effective until the earlier to occur of (I) the date as
of  which  the  Investor  may  sell  all  of  the Registrable Securities without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto);  or  (II)  the  date on which (A) the Investor shall have sold all the
Registrable  Securities;  and  (B)  the  Investor  has  no  right to acquire any
additional  shares  of  Common  Stock  under  the  Investment  Agreement  (the
"Registration  Period"). The Registration Statement (including any amendments or
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supplements  thereto  and  prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be  stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading. The Company shall use its
best  efforts  to  respond  to  all SEC comments within seven business days from
receipt  of such comments by the Company. The Company shall use its best efforts
to  cause  the  Registration Statement relating to the Registrable Securities to
become  effective  no  later  than three business days after notice from the SEC
that  the  Registration Statement may be declared effective. The Investor agrees
to  provide  all  information  which  it  is  required  by law to provide to the
Company,  including  the  intended  method  of  disposition  of  the Registrable
Securities,  and  the Company's obligations set forth above shall be conditioned
on  the  receipt  of  such  information.

     (B)  The  Company  shall  prepare  and  file  with  the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  during  the Registration Period, and, during such period, comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities  of  the  Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods  of disposition by the Investor
thereof  as set forth in such Registration Statement. In the event the number of
shares  of  Common  Stock  covered by a Registration Statement filed pursuant to
this  Agreement  is  at  any  time  insufficient to cover all of the Registrable
Securities,  the  Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but  in  any  event  within  30  calendar days after the necessity
therefor  arises (based on the then Purchase Price of the Common Stock and other
relevant  factors  on which the Company reasonably elects to rely), assuming the
Company  has  sufficient  authorized  shares  at  that time, and if it does not,
within  30 calendar days after such shares are authorized. The Company shall use
commercially  reasonable efforts to cause such amendment and/or new Registration
Statement  to  become  effective  as  soon  as  practicable following the filing
thereof.

     (C)  The  Company  shall  make  available to the Investor whose Registrable
Securities  are  included  in  any  Registration Statement and its legal counsel
without charge (I) promptly after the same is prepared and filed with the SEC at
least  one  copy  of  such  Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by  reference  and  all  exhibits,  the prospectus included in such Registration
Statement  (including  each  preliminary  prospectus)  and, with regards to such
Registration  Statement(s), any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC or the staff
of the SEC to the Company or its representatives; (II) upon the effectiveness of
any  Registration  Statement,  the  Company  shall  make available copies of the
prospectus  included  in  such  Registration  Statement  and  all amendments and
supplements  thereto;  and  (III)  such other documents, including copies of any
preliminary  or  final  prospectus,  as the Investor may reasonably request from
time  to  time  in  order  to  facilitate  the  disposition  of  the Registrable
Securities.

     (D)  The  Company shall use commercially reasonable efforts to (I) register
and qualify the Registrable Securities covered by a Registration Statement under
such  other securities or "blue sky" laws of such states in the United States as
any  Investor reasonably requests; (II) prepare and file in those jurisdictions,
such  amendments  (including  post-effective amendments) and supplements to such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period; (III) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (IV) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in connection therewith or as a condition thereto to (X) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), or (Y) subject itself to general taxation in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Investor  who  holds
Registrable  Securities  of  the receipt by the Company of any notification with
respect  to  the  suspension  of the registration or qualification of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in  the  United  States  or  its  receipt  of actual notice of the
initiation  or  threatening  of  any  proceeding  for  such  purpose.

     (E)  As  promptly  as  practicable  after becoming aware of such event, the
Company shall notify each Investor in writing of the happening of any event as a
result  of which the prospectus included in a Registration Statement, as then in
effect,  includes  an untrue statement of a material fact or omission to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading  ("Registration  Default")  and  use all diligent efforts to promptly
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prepare  a  supplement  or amendment to such Registration Statement and take any
other  necessary  steps  to  cure  the  Registration  Default,  (which,  if such
Registration  Statement is on Form S-3, may consist of a document to be filed by
the  Company  with  the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934  Act  (as  defined  below)  and  to  be  incorporated  by  reference in the
prospectus)  to  correct  such  untrue statement or omission, and make available
copies  of such supplement or amendment to each Investor. The Company shall also
promptly notify each Investor (I) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when a Registration Statement or
any  post-effective  amendment  has  become  effective (the Company will prepare
notification  of  such effectiveness which shall be delivered to the Investor on
the  same  day  of  such effectiveness and by overnight mail), additionally, the
Company  will promptly provide to the Investor a copy of the effectiveness order
prepared  by  the SEC once it is received by the Company; (II) of any request by
the  SEC  for  amendments  or supplements to a Registration Statement or related
prospectus  or  related  information,  (III)  of  the  Company's  reasonable
determination  that a post-effective amendment to a Registration Statement would
be  appropriate,  (IV)  in  the  event  the  Registration Statement is no longer
effective,  or  (V)  if  Registration  Statement  is  stale  as  a result of the
Company's  failure  to  timely  file  its  financials  or otherwise. The Company
acknowledges  that  its  failure  to  cure  the  Registration Default within ten
business  days  will cause the Investor to suffer damages in an amount that will
be difficult to ascertain. Accordingly, the parties agree that it is appropriate
to include a provision for liquidated damages. The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of  such  liquidated  damages  are  reasonable  and  will not
constitute  a  penalty. It is the intention of the parties that interest payable
under  any  of  the  terms of this Agreement shall not exceed the maximum amount
permitted  under  any  applicable law. If a law, which applies to this Agreement
which  sets  the  maximum  interest  amount,  is finally interpreted so that the
interest  in  connection with this Agreement exceeds the permitted limits, then:
(1)  any  such  interest  shall be reduced by the amount necessary to reduce the
interest  to  the  permitted  limit; and (2) any sums already collected (if any)
from  the  Company  which  exceed  the  permitted limits will be refunded to the
Company. The Investor may choose to make this refund by reducing the amount that
the  Company  owes  under  this  Agreement  or by making a direct payment to the
Company.  If a refund reduces the amount that the Company owes the Investor, the
reduction  will  be  treated as a partial payment. In case any provision of this
Agreement  is held by a court of competent jurisdiction to be excessive in scope
or  otherwise  invalid or unenforceable, such provision shall be adjusted rather
than  voided,  if  possible,  so  that  it  is enforceable to the maximum extent
possible,  and  the  validity  and enforceability of the remaining provisions of
this  Agreement  will  not  in  any  way  be  affected  or  impaired  thereby.

     (F)  The  Company  shall use commercially reasonable efforts to prevent the
issuance  of  any  stop  order  or  other  suspension  of  effectiveness  of  a
Registration  Statement,  or  the  suspension of the qualification of any of the
Registrable  Securities  for  sale  in any jurisdiction and, if such an order or
suspension  is  issued,  to obtain the withdrawal of such order or suspension at
the  earliest  possible  moment and to notify the Investor who holds Registrable
Securities  being  sold of the issuance of such order and the resolution thereof
or  its  receipt  of actual notice of the initiation or threat of any proceeding
for  such  purpose.

     (G) The Company shall permit the Investor and one legal counsel, designated
by  the  Investor,  to  review and comment upon a Registration Statement and all
amendments  and  supplements thereto at least seven business days prior to their
filing  with  the SEC, and not file any document in a form to which such counsel
reasonably  objects.  The  Company  may request to shorten the Investor's review
period  and  the  Investor  will,  if  possible,  attempt  to  comply  with  the
accelerated review period. The Company shall not submit to the SEC a request for
acceleration  of  the effectiveness of a Registration Statement or file with the
SEC  a Registration Statement or any amendment or supplement thereto without the
prior  approval  of  such  counsel,  which  approval  shall  not be unreasonably
withheld.

     (H) At the request of the Investor, the Company shall cause to be furnished
to  such Investor, on the date of the effectiveness of a Registration Statement,
a  legal  opinion,  in  form  and  substance reasonably acceptable to Investor's
counsel, dated as of such date, of counsel representing the Company for purposes
of  such  Registration  Statement.

     (I) The Company shall make available for inspection by (I) the Investor and
(II)  one  legal counsel and one firm of accountants or other agents retained by
the  Investor  (collectively,  the  "Inspectors"),  all  pertinent financial and
                                     ----------
other  records,  and pertinent corporate documents and properties of the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
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Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  hold  in  strict confidence and shall not make any
disclosure  (except  to  a  Investor)  or use of any Record or other information
which  the  Company  determines  in  good faith to be confidential, and of which
determination  the Inspectors are so notified, unless (A) the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in any
Registration  Statement  or  is  otherwise  required under the 1933 Act, (B) the
release  of such Records is ordered pursuant to a final, non-appealable subpoena
or  order  from a court or government body of competent jurisdiction, or (C) the
information  in  such  Records  has  been made generally available to the public
other  than  by  disclosure in violation of this or any other agreement of which
the  Inspector  has knowledge. Each Investor agrees that it shall, upon learning
that  disclosure of such Records is sought in or by a court or governmental body
of  competent  jurisdiction  or  through  other means, give prompt notice to the
Company  and  allow the Company, at its expense, to undertake appropriate action
to  prevent  disclosure  of,  or  to  obtain a protective order for, the Records
deemed  confidential.

     (J)  The  Company  shall  hold in confidence and not make any disclosure of
information  concerning a Investor provided to the Company unless (I) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (II) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (III) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (IV) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  a  Investor  is  sought  in  or  by  a  court  or
governmental  body of competent jurisdiction or through other means, give prompt
written  notice  to  such  Investor  and  allow such Investor, at the Investor's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

     (K)  The  Company  shall  use  commercially  reasonable efforts to maintain
designation  and  quotation  of  all  the  Registrable Securities covered by any
Registration  Statement  on the Principal Market. If, despite the Company's best
efforts,  the  Company  is unsuccessful in satisfying the preceding sentence, it
shall  use  commercially  reasonable  efforts  to  cause  all  the  Registrable
Securities  covered  by  any  Registration  Statement to be listed on each other
national  securities  exchange  and automated quotation system, if any, on which
securities of the same class or series issued by the Company are then listed, if
any,  if  the listing of such Registrable Securities is then permitted under the
rules of such exchange or system. The Company shall pay all fees and expenses in
connection  with  satisfying  its  obligation  under  this  Section  3(k).

     (L)  The Company shall cooperate with the Investor to facilitate the prompt
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the  case  may  be,  as  the  Investor  may  reasonably  request.

     (M)  The  Company  shall  provide  a transfer agent for all the Registrable
Securities not later than the effective date of the first Registration Statement
filed  pursuant  hereto.

     (N)  If  requested  by  the  Investor,  the  Company  shall  (I) as soon as
reasonably  practical  incorporate  in a prospectus supplement or post-effective
amendment  such  information  as  such  Investor  reasonably determine should be
included  therein  relating  to  the  sale  and  distribution  of  Registrable
Securities,  including,  without  limitation,  information  with  respect to the
offering  of  the  Registrable Securities to be sold in such offering; (II) make
all  required  filings of such prospectus supplement or post-effective amendment
as  soon  as  reasonably  possible  after  being  notified  of the matters to be
incorporated  in  such  prospectus  supplement  or post-effective amendment; and
(III)  supplement or make amendments to any Registration Statement if reasonably
requested  by  such  Investor.

     (O)  The  Company  shall  use  commercially reasonable efforts to cause the
Registrable  Securities  covered  by the applicable Registration Statement to be
registered  with  or approved by such other governmental agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such  Registrable
Securities.

     (P)  The  Company  shall  otherwise  use commercially reasonable efforts to
comply  with  all applicable rules and regulations of the SEC in connection with
any  registration  hereunder.

     (Q) Within one business day after the Registration Statement which includes
Registrable  Securities  is  declared  effective  by  the SEC, the Company shall
deliver  to  the  transfer agent for such Registrable Securities, with copies to
the  Investor,  confirmation  that such Registration Statement has been declared
effective  by  the  SEC.

     (R)  At  or  prior  to  the  date  of the first Put Notice (as that term is
defined in the Investment Agreement) and at such other times as the Investor may
reasonably  request,  the  Company shall cause to be delivered, letters from the
Company's independent certified public accountants (I) addressed to the Investor
that  such  accountants are independent public accountants within the meaning of
the  1933 Act and the applicable published rules and regulations thereunder, and
(II) in customary form and covering such financial and accounting matters as are
customarily  covered  by  letters  of  independent  certified public accountants
delivered  to  underwriters  in  connection  with  public  offerings.

     (S)  The  Company  shall  take  all  other  reasonable actions necessary to
expedite  and  facilitate  disposition by the Investor of Registrable Securities
pursuant  to  a  Registration  Statement.

SECTION  4.  OBLIGATIONS OF THE INVESTOR.
             ---------------------------

     (A)  At least five calendar days prior to the first anticipated filing date
of  a Registration Statement the Company shall notify the Investor in writing of
the  information  the  Company requires from each such Investor if such Investor
elects  to  have  any of such Investor's Registrable Securities included in such
Registration  Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to  the Registrable Securities of a particular Investor that such Investor shall
furnish  in  writing  to  the  Company  such  information  regarding itself, the
Registrable  Securities held by it and the intended method of disposition of the
Registrable  Securities held by it as shall reasonably be required to effect the
registration  of such Registrable Securities and shall execute such documents in
connection  with  such  registration as the Company may reasonably request. Each
Investor  covenants  and agrees that, in connection with any sale of Registrable
Securities  by it pursuant to a Registration Statement, it shall comply with the
"Plan  of  Distribution"  section  of  the  current  prospectus relating to such
Registration  Statement.

     (B)  The  Investor,  by  such  Investor's  acceptance  of  the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of any Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's  Registrable
Securities  from  such  Registration  Statement.

     (C)  The  Investor  agrees  that,  upon  receipt of written notice from the
Company  of  the happening of any event of the kind described in Section 3(f) or
the  first  sentence  of  3(e),  such  Investor  will  immediately  discontinue
disposition  of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until such Investor's receipt of the copies
of  the  supplemented  or amended prospectus contemplated by Section 3(f) or the
first  sentence  of  3(e).

SECTION  5.  EXPENSES OF REGISTRATION.
             ------------------------

     All  expenses,  other than underwriting discounts and commissions and other
than  as  set  forth  in  the  Investment Agreement, incurred in connection with
registrations including comments, filings or qualifications pursuant to Sections
2  and  3,  including,  without  limitation,  all  registration,  listing  and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel  for  the  Company  or  for  the  Investor shall be paid by the Company.

SECTION  6.  INDEMNIFICATION.
             ---------------

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:

     (A)  To  the  fullest extent permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend  each  Investor  who  holds  such
Registrable  Securities,  the directors, officers, partners, employees, counsel,
agents,  representatives of, and each Person, if any, who controls, any Investor
within  the  meaning  of the 1933 Act or the Securities Exchange Act of 1934, as
amended  (the  "1934  Act") (each, an "Indemnified Person"), against any losses,
                ---------              ------------------
claims,  damages,  liabilities,  judgments,  fines,  penalties,  charges, costs,
attorneys'  fees,  amounts  paid  in  settlement  or  expenses, joint or several
(collectively,  "Claims"), incurred in investigating, preparing or defending any
                 ------
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by  or  before  any  court  or  governmental, administrative or other
regulatory  agency,  body  or the SEC, whether pending or threatened, whether or
not  an  indemnified party is or may be a party thereto ("Indemnified Damages"),
                                                          -------------------
to  which  any  of them may become subject insofar as such Claims (or actions or
proceedings,  whether  commenced or threatened, in respect thereof) arise out of
or  are  based  upon:  (I) any untrue statement or alleged untrue statement of a
material  fact  in  a  Registration  Statement  or  any post-effective amendment
thereto  or  in  any  filing  made  in  connection with the qualification of the
offering  under  the  securities or other "blue sky" laws of any jurisdiction in
which the Investor has requested in writing that the Company register or qualify
the  Shares  ("Blue Sky Filing"), or the omission or alleged omission to state a
               ---------------
material  fact required to be stated therein or necessary to make the statements
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (II) any untrue statement or alleged untrue statement of a
material  fact contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (III) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii)  being, collectively, "Violations"). Subject to the
                                                    ----------
restrictions  set  forth  in  Section  6(c)  with respect to the number of legal
counsel,  the  Company  shall  reimburse  the Investor and each such controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (I) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  is  due  to  the inclusion in the Registration
Statement  of the information furnished to the Company by any Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement or any such amendment thereof or supplement thereto; (II) shall not be
available  to the extent such Claim is based on (A) a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company
or  (B)  the  Indemnified  Person's use of an incorrect prospectus despite being
promptly  advised in advance by the Company in writing not to use such incorrect
prospectus;  (III)  any  claims  based  on the manner of sale of the Registrable
Securities  by the Investor or of the Investor's failure to register as a dealer
under  applicable  securities  laws; (IV) any omission of the Investor to notify
the  Company  of  any  material  fact  that should be stated in the Registration
Statement  or prospectus relating to the Investor or the manner of sale; and (V)
any  amounts  paid  in  settlement  of  any Claim if such settlement is effected
without  the  prior  written  consent of the Company, which consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of  any investigation made by or on behalf of the Indemnified Person
and  shall  survive  the  resale  of  the Registrable Securities by the Investor
pursuant  to  the  Registration  Statement.

     (B)  In  connection  with any Registration Statement in which a Investor is
participating,  each  such  Investor  agrees to severally and jointly indemnify,
hold  harmless  and  defend, to the same extent and in the same manner as is set
forth  in Section 6(a), the Company, each of its directors, each of its officers
who  signs  the  Registration  Statement,  each Person, if any, who controls the
Company  within  the  meaning  of the 1933 Act or the 1934 Act and the Company's
agents  (collectively  and  together with an Indemnified Person, an "Indemnified
                                                                     -----------
Party"),  against  any  Claim  or  Indemnified  Damages to which any of them may
-----
become  subject,  under the 1933 Act, the 1934 Act or otherwise, insofar as such
Claim  or  Indemnified  Damages arise out of or are based upon any Violation, in
each  case  to the extent, and only to the extent, that such Violation is due to
the inclusion in the Registration Statement of the written information furnished
to  the  Company  by  such  Investor  expressly  for use in connection with such
Registration  Statement;  and,  subject  to  Section  6(c),  such  Investor will
reimburse  any legal or other expenses reasonably incurred by them in connection
with  investigating  or  defending  any  such Claim; provided, however, that the
indemnity  agreement  contained  in  this  Section  6(b)  and the agreement with
respect  to  contribution contained in Section 7 shall not apply to amounts paid
in  settlement  of  any  Claim  if such settlement is effected without the prior
written  consent  of  such  Investor,  which  consent  shall not be unreasonably
withheld;  provided,  further,  however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not  exceed  the  net  proceeds  to  such  Investor  as  a result of the sale of
Registrable  Securities  pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of  such  Indemnified  Party  and  shall  survive  the resale of the
Registrable  Securities  by the Investor pursuant to the Registration Statement.
Notwithstanding  anything  to the contrary contained herein, the indemnification
agreement  contained  in  this  Section  6(b)  with  respect  to any preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement  or  omission of material fact contained in the preliminary prospectus
were  corrected  on  a  timely  basis  in  the  prospectus,  as  then amended or
supplemented.  This  indemnification  provision  shall  apply separately to each
Investor  and  liability  hereunder  shall  not  be  joint  and  several.

     (C)  Promptly  after  receipt by an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the  Indemnified  Person or
Indemnified  Party,  the  representation by counsel of the Indemnified Person or
Indemnified  Party  and  the  indemnifying  party  would be inappropriate due to
actual  or  potential  differing  interests  between  such Indemnified Person or
Indemnified  Party  and  any  other  party  represented  by such counsel in such
proceeding. The indemnifying party shall pay for only one separate legal counsel
for  the Indemnified Persons or the Indemnified Parties, as applicable, and such
counsel  shall  be  selected  by  the  Investor, if the Investor are entitled to
indemnification  hereunder,  or  the  Company,  if  the  Company  is entitled to
indemnification  hereunder,  as applicable. The Indemnified Party or Indemnified
Person  shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall  furnish to the indemnifying party all information reasonably available to
the  Indemnified  Party  or  Indemnified  Person which relates to such action or
Claim.  The  indemnifying  party shall keep the Indemnified Party or Indemnified
Person  fully  appraised  at  all  times  as to the status of the defense or any
settlement  negotiations  with  respect  thereto. No indemnifying party shall be
liable  for  any  settlement of any action, claim or proceeding effected without
its  written  consent,  provided, however, that the indemnifying party shall not
unreasonably  withhold,  delay  or  condition its consent. No indemnifying party
shall,  without  the  consent  of  the  Indemnified Party or Indemnified Person,
consent  to  entry  of  any  judgment  or  enter  into  any  settlement or other
compromise which does not include as an unconditional term thereof the giving by
the  claimant  or plaintiff to such Indemnified Party or Indemnified Person of a
release  from  all liability in respect to such Claim. Following indemnification
as  provided  for  hereunder,  the indemnifying party shall be surrogated to all
rights  of the Indemnified Party or Indemnified Person with respect to all third
parties,  firms or corporations relating to the matter for which indemnification
has  been  made. The failure to deliver written notice to the indemnifying party
within  a  reasonable  time  of  the  commencement  of any such action shall not
relieve  such  indemnifying  party of any liability to the Indemnified Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying  party  is  prejudiced  in  its  ability  to  defend  such  action.

     (D)  The  indemnity agreements contained herein shall be in addition to (I)
any  cause  of  action  or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (II) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

SECTION  7.  CONTRIBUTION.
             ------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (I) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (II)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of fraudulent misrepresentation; and (III) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received  by  such  seller  from  the  sale  of  such  Registrable  Securities.

SECTION 8.  REPORTS UNDER THE 1934 ACT.
            --------------------------

     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that  may at any time permit the Investor to sell securities of the Company
to  the  public  without  registration  ("Rule  144"),  the  Company  agrees to:
                                          ---------

     (A)  make  and  keep  public  information  available,  as  those  terms are
understood  and  defined  in  Rule  144;

     (B)  file  with  the SEC in a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  5(c)  of  the
Investment  Agreement)  and  the  filing  of such reports and other documents is
required  for  the  applicable  provisions  of  Rule  144;  and

     (C) furnish to the Investor, promptly upon request, (I) a written statement
by the Company that it has complied with the reporting requirements of Rule 144,
the  1933  Act  and  the  1934  Act,  (II)  a  copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the  Company, and (III) such other information as may be reasonably requested to
permit  the  Investor  to  sell  such  securities  pursuant  to Rule 144 without
registration.

SECTION  9.  NO ASSIGNMENT OF REGISTRATION RIGHTS.
             ------------------------------------

     THE  RIGHTS  UNDER  THIS  AGREEMENT  SHALL  NOT  BE  ASSIGNABLE.

SECTION 10.  AMENDMENT OF REGISTRATION RIGHTS.
             --------------------------------

     Provisions  of  this Agreement may be amended only with the written consent
of  the Company and Investor. No such amendment shall be effective to the extent
that  it applies to less than all of the Investor of the Registrable Securities.

SECTION 11.  MISCELLANEOUS.
             -------------

     (A)  Any  notices or other communications required or permitted to be given
under the terms of this Agreement that must be in writing will be deemed to have
been  delivered  (I) upon receipt, when delivered personally; (II) upon receipt,
when  sent by facsimile (provided a confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (III) one
day  after  deposit  with a nationally recognized overnight delivery service, in
each case properly addressed to the party to receive the same. The addresses and
facsimile  numbers  for  such  communications  shall  be:

     If to the Company:

          FoneFriend,  Inc
          14545  Friar  Street,  Suite  103
          Van  Nuys,  CA  91411
          Telephone:     818-376-1616
          Facsimile:     760-454-2392

     With Copy to:

          Law Offices of Harold H. Martin, P.A
          17111 Kenton Drive, Suite 204B
          Cornelius, NC  28031
          Telephone:     704-894-9760
          Facsimile:     704-894-9759

     If to the Investor:

          Dutchess Private Equities Fund, LP
          312 Stuart Street
          Boston, MA  02116
          Telephone:     617-960-3582
          Facsimile:     617-960-3772

     Each party shall provide five business days prior notice to the other party
of  any  change  in  address,  phone  number  or  facsimile  number.

     (B)  Failure  of  any  party  to  exercise  any  right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

     (C)  The  laws of the Commonwealth of Massachusetts shall govern all issues
arising  from  or  related to this Agreement without regard to the principles of
conflict  of  laws.  Each  party  hereby  irrevocably  submits  to the exclusive
jurisdiction  of  the  state  and  federal courts sitting in the City of Boston,
County  of  Suffolk,  for  the  adjudication  of  any  dispute  hereunder  or in
connection  herewith  or  with  any transaction contemplated hereby or discussed
herein,  and  hereby  irrevocably  waives, and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that  it  is  not personally subject to the
jurisdiction  of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each  party hereby irrevocably waives personal service of process and
consents  to  process  being  served  in  any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service  of process and notice thereof. Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.
If  any  provision  of  this  Agreement shall be invalid or unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity  or  enforceability  of  any  provision  of this Agreement in any other
jurisdiction.

     (D)  This  Agreement  and  the  Transaction Documents constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions, promises, warranties or undertakings, other
than  those  set  forth  or  referred  to  herein  and  therein.

     (E)  This  Agreement  and  the  Transaction  Documents  supersede all prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof.

     (F)  The  headings  in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof. Whenever required by
the  context  of  this  Agreement,  the  singular  shall  include the plural and
masculine  shall  include the feminine. This Agreement shall not be construed as
if  it had been prepared by one of the parties, but rather as if all the parties
had  prepared  the  same.

     (G)  This  Agreement may be executed in two or more identical counterparts,
each  of which shall be deemed an original but all of which shall constitute one
and  the  same  agreement.  This  Agreement,  once  executed  by a party, may be
delivered  to the other party hereto by facsimile transmission of a copy of this
Agreement  bearing  the  signature  of  the  party so delivering this Agreement.

     (H) Each party shall do and perform, or cause to be done and performed, all
such  further  acts  and  things,  and  shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

Agreed  as  of  the  date  first  written  above.

     DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
     BY  ITS  GENERAL  PARTNER,
     DUTCHESS  CAPITAL  MANAGEMENT,  LLC



By:  /s/  Douglas  H.  Leighton
     --------------------------
     Douglas  H.  Leighton,  Managing  Member


     FONEFRIEND,  INC.



By:  /s/  Jackelyn  Giroux
     ---------------------
     Jackelyn  Giroux,  President