EXHIBIT 4.7

                           MEDIA PRODUCTION AGREEMENT
                           --------------------------

     This  Media Production Agreement ("Agreement") is entered into as of the __
day  of February, 2004, (the "Effective Date") by and between The Bulletin Board
Productions,  LLC.,  a Florida Limited Liability Client (hereinafter referred to
as  "Producer")  and  FoneFriend,  Inc.,  a  Delaware  corporation, (hereinafter
referred  to  as  "Client").

                                   WITNESSETH:

     WHEREAS,  Client  has worldwide rights to and desires to market the Product
(as  defined  in  this  Agreement);  and

     WHEREAS,  Producer  is  in  the  business of producing, among other things,
short  form  commercials (as defined in this Agreement) including all scripting,
casting, pre-production, production and post-production (including editing) work
necessary  to complete the short form commercial as a finished product. Suitable
to  be aired on television and other media to promote and advertise the Product;
and

     WHEREAS,  Client desires to utilize the services of Producer to produce and
exhibit,  through  television  media,  various versions of televised commercials
designed to advertise and sell the Product and, further, to utilize the services
of  Producer  to  design and develop the Client's web site in such a manner that
will  make  it  capable  of  marketing and selling (electronically) the Product;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained  herein,  the  parties  agree  as  follows:

1.     DEFINITIONS.
       -----------
The  following  terms  as  used  herein  shall  have  the  following  meanings:

     (a)     "Commercial"  means  three (3) first-class broadcast quality direct
response,  television  spots,  cut  to  two-minute, one-minute and thirty second
lengths,  fully-edited and leadered (with all front and end titles and credits),
with  product  ordering  information  and in generic form (in order that product
ordering  information  can  be  easily  changed or edited) television commercial
designed to sell the Product by means of direct response. The Commercial will be
produced  with  a  "national  feel"  and  in  English  and  Spanish  languages.

     (b)     "Media"  means  any  and  all media now or hereafter known, in  all
languages,  including  without  limitation,  motion  picture, television, radio,
digital  television,  video and computer games, videocassette and video or laser
disc,  any  computer-assisted media (including, but not limited to, CD-ROM, CD-I
and  similar  disc  systems,  interactive  media  and  multi-media and any other
devices  or  methods  now  existing  or  hereinafter devised), and the Internet.

     (c)     "Product"  means  the product currently known as "FoneFriend" which
will  be  marketed  and offered for sale in the Commercial produced hereunder as
well  as any usage fees charged for phone time, tolls, monthly rentals, etc. and
or  any  advertising  revenues  collected  to  mask  dial  up  noises.

     (d)     "Work"  means  the  results  and  proceeds  of any and all services
rendered  by  Producer  in  connection  with  this  Agreement including, but not
limited  to,  all  aspects  of:

          (i)     creation  of  an  original  script  and  the  development,
production,  and post-production of the Commercial, including without limitation
all  videotapes,  other  video,  film  and  audio  footage;

          (ii)    all  other constituent elements of the Commercial, whether or
not  included  in the final edited Commercial, both tangible and intangible; and

          (iii)   the  design  and  development  of  the  Client's  web  site,
identified  as  www.myfonefriend.com,  in  such  a  manner  that will facilitate
                --------------------
electronic commerce in connection with the marketing and selling of the Client's
Product,  and  will  provide  limited  customer  support and account management.

2.     THE COMMERCIAL.
       --------------
Producer  is  hereby  engaged  to  develop  and design the concept for, write an
original script for, produce, supervise, direct, for the commercial, all subject
to  the  prior  approval  of  client,  for  television  test/airing.

     (a)     The services of Producer and Producer's employees shall be rendered
in an artistic, conscientious, efficient and punctual manner to the best ability
of  Producer  and in accordance with the highest industry standards.  Producer's
services  during  all  periods  provided  for  in  this  Agreement  shall  be
non-exclusive.

     (b)     Client  shall  provide  all  samples  of  Product to be used in the
Commercial.

     (c)     With  respect  to  persons  appearing  in the Commercial on-screen:

          (i)     Producer  shall  furnish  and  pay  any  and all non-celebrity
talent  referred  to  or  appearing in the Commercial, furnish and reimburse the
expenses of any local persons giving testimonials in the Commercial, obtain from
all the aforesaid persons all necessary or desirable agreements, permissions and
releases.
          (ii)    Producer  shall  not  pay compensation due to any celebrities
appearing in the Commercial, but shall obtain from all celebrities all necessary
agreements,  permissions  and  releases.

     (d)     Client  acknowledges  and agrees that it is well-informed about the
risks associated with the direct response advertising industry and that Producer
makes  no  warranty,  expressed  or  implied,  as to the degree of success to be
achieved by the Commercial.  Nor shall Client assert that any warranties, either
express  or implied, have been made in this regard.  Neither Client nor Producer
has  made,  and neither does not hereby make to the other, any representation or
warranty  with  respect  to  the  level  of sales and revenue to be derived as a
result  of  the  Commercial.

3.     WEB SITE REDESIGN.
       -----------------
The  Producer  is  hereby  engaged  to design and develop the entire web site of
www.myfonefriend.com  for  the  Client,  including the development of e-commerce
--------------------
capability  that  will  enable the Client to market and sell its Product through
the  web  site and a web interface that will allow the Client to manage and view
(on-line)  customer  accounts  and  provide  limited  support  services.

4.     OWNERSHIP.
       ---------
     (a)     The  Work  shall  be  deemed  a work-made-for-hire (as that term is
defined  in  the United States Copyright Code) specially ordered or commissioned
by  Client.  Client  shall  exclusively  own all now known or hereafter existing
rights  of  every  kind  and  nature  in  and  to  the  Work  including, without
limitation,  all  copyrights (and renewals and extensions thereof) in and to any
scripts  and the Commercial, and the exclusive right to exploit the Work and any
portion  thereof throughout the World in perpetuity by and in any and all Media,
character,  sequel,  remake,  merchandising,  allied,  subsidiary, and ancillary
rights  therein.  If, and to the extent any portion of the Work is deemed not to
be  a  work-made-for-hire, this Agreement constitutes an irrevocable, exclusive,
perpetual  assignment  throughout  the World to Client by Producer of all of the
rights  set  forth  above  in  this  paragraph  4(a).

     (b)     Notwithstanding the foregoing, Producer shall have the right to use
the  Commercial  in  Producer's  promotional reel and to enter the Commercial in
industry  competitions,  festivals  and  shows  for  Producer's  publicity  and
promotional  purposes.

5.     APPROVALS.
       ---------
     (a)     Client  shall  have  the  right  to approve in writing the shooting
script  before the commencement of principal videotaping or filming, as the case
may  be,  of the Commercial.  Producer shall submit to Client a proposed copy of
the  script  for Client's approval.  Client shall submit its proposed changes to
Producer.  Producer shall incorporate Client's changes and resubmit the proposed
script  to  Client  within  a  reasonable  time, so as not to alter or delay the
production  schedule.  Client's  approval of the shooting script, in whole or in
part,  and  any changes made thereto, shall constitute Client's verification and
representation that to the best of Client's knowledge, the statements and claims
concerning  the  Product  made  in  the  script  are  truthful  and  accurate.

     (b)     Client  shall have the right to approve in writing the rough-cut of
the  Commercial  (that  is, prior to commencement of on-line editing).  Client's
approval of the rough cut of the Commercial, and any changes made thereto, shall
constitute  Client's  verification  and  representation  that,  to  the  best of
Client's knowledge, the statements and claims concerning the Product made in the
Commercial  are  truthful  and  accurate.  Client has right to be present at all
editing  sessions.

     (c)     Client shall have the right to approve in writing the design of its
web  site  prior  to  its  placement  on  the  Internet.

6.     PRODUCTION AND DELIVERY OF THEWORK; CONDITION PRECEDENT.
       -------------------------------------------------------
Upon  execution  of  this  Agreement,  Producer  shall commence Work and related
services  on the design and development of the Client's web site.  However, as a
condition precedent to commencing Work and related services on the production of
the  Client's  Commercial,  and earning compensation therefore, the Client shall
have  first  received  financing of at least One Million Dollars ($1,000,000) in
immediately available funds. Upon Client's receipt of such financing, the Client
agrees  that  it  will  immediately  notify  Producer,  and  Producer  agrees to
immediately start production and deliver the completed Commercial to Client in a
timely  manner.  In the event that Client does not receive said financing within
three  months  from  the date hereof, Client shall have the right to cancel this
Agreement.

7.     COMPENSATIONEARNED BY PRODUCER.
       ------------------------------
For  all  Work  and  related services to be performed by Producer hereunder, the
Producer  hereby  agrees  to  accept  compensation  in the form of shares of the
common  stock  of FoneFriend, Inc. (the "Shares").  Said Shares will be endorsed
with  a restrictive legend in accordance with Rule 144 of the Securities Act and
will  be  included  in  the Client's registration statement to be filed with the
Securities  and Exchange Commission as soon as possible.  Upon execution of this
Agreement,  the  Client  shall  deliver  350,000  Shares to be held in an escrow
account  established  with  The  Law  Offices  of  Harold  Martin  and  released
periodically  to Producer by written instruction from the Client when Shares are
deemed  to  be  earned  by  Producer  in  accordance  with  the following terms:

     (a)     Web  Site Design.  For all Work and services relating to the design
and  development of the Client's web site, Client shall compensate Producer with
a fee of 25,000 Shares. These Shares shall be released from escrow and delivered
to  Producer on the effective date of Client's registration statement; provided,
however,  that  said fee shall not be deemed earned by Producer until Client has
approved  Producer's  Work  relating  to  the  web  site.

     (b)     Commercial  Production  Fee.  Provided that the condition precedent
contained  in paragraph 6 has been satisfied, for all Work and services relating
to  the  development  and  production of the Commercial, Client shall compensate
Producer  with  a  fee of 100,000 Shares. Client agrees to advance 50,000 Shares
from  escrow  upon  commencement  of the production of the Commercial; provided,
however, that 25,000 Shares shall be deemed earned by the Producer upon Client's
approval  of the script for the Commercial and an additional 50,000 Shares shall
be  earned  by  the  Producer  upon  Client's  approval  of the rough cut of the
Commercial.  The  balance  of  the  fee (i.e., 25,000 Shares) shall be earned by
Producer  and  released  from escrow upon Producer's delivery of all elements of
the  master  of  the  Commercial  (in  all  forms)  to  Client.

     (c)     Media  Placement  Fee.  Client  agrees  to  pay  Producer  a  media
placement fee of up to 225,000 Shares in consideration of Producer's purchase of
media  time for the airing or broadcasting of the Commercial.  Client shall have
the  right  to  approve  the  selection  of media prior to purchase by Producer.
These  Shares  shall  be deemed earned by Producer and released from escrow upon
Producer's  submission  of  an  actual  invoice  for the purchase of media time.
Client  and  Producer  acknowledge  and understand that the amount of media time
purchased  will  depend upon the price of the Client's Shares. The parties agree
that  the  Shares  will  be released to Producer at a value equal to the closing
price  of  the  Shares  on  the  date of invoice for the purchase of media time.
Client  reserves  the  right to increase the number of Shares (above 225,000) in
the  event  the  Client desires Producer to purchase more media time than can be
purchased  for  the  225,000  Shares  provided  for  under  this  sub-paragraph.

8.     REPRESENTATIONS  AND WARRANTIES. Producer hereby represents, warrants and
       -------------------------------
covenants  and  agrees  with  the  Client  as  follows:

     (a)     Investment  Intent.  Producer  is  receiving the Shares for its own
account,  for  investment  only  and  not  with  a  view towards, 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.  Producer  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 Producer.  Producer 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 Shares, including the possibility of a
complete  loss  with  respect  thereto;

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

     (e)     No  Guarantees.  It  never  has  been  represented,  guaranteed  or
warranted  to  Producer  by  Client,  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 from Producer's investment in the
Shares;
          (ii)    There  will  be  any approximate or exact length of time  that
Producer  will  be  required  to  remain  as  a  holder  of  Shares;  or

          (iii)   The  past  performance  or  experience  on  the  part  of  the
Client,  its  predecessors  or of any other person, will in any way indicate any
future  results  of the Client or the Shares acquired by the Producer hereunder;

     (f)     No  Other  Representations,  Warranties, Covenants or Agreements of
the  Client.  Except as set forth in this Agreement, the Client has not made any
representation,  warranty,  covenant  or  agreement  with respect to the matters
contained  herein, and Producer 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 Client'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}     Confidentiality; Non-Circumvention.  The Producer acknowledges that
any  and  all  knowledge  or  information concerning the Client, its affairs and
business  activity  obtained  by  Producer,  its  principals,  employees  and/or
contractors  in the course of its engagement hereunder is strictly confidential,
and  the  Producer  covenants  not  to  reveal  same to any other persons and/or
entities,  including,  but not limited to, competitors of the Client and that it
will not impart any such knowledge to anyone whosoever during the term hereof or
anytime  thereafter.  Further, the Producer 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  Client.  All information, including but not limited to
business operations, software and other intellectual property rights, pertaining
to  the  Client  which  is  forwarded  to, or otherwise obtained by the Producer
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  Client. The provisions of this
Paragraph  shall  survive  the  termination  of  this  Agreement.

9.     INDEMNIFICATION.
       ---------------
     (a)     Producer  hereby  irrevocably agrees to indemnify and hold harmless
Client,  its  employees,  directors,  officers,  agents,  representatives  and
controlling  persons  (collectively,  "Client")  from  and  against  any and all
losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs,  expenses  and  disbursements  (incurred  in  any and all actions, suits,
proceedings  and  investigations  in  respect  thereof and any and all legal and
other  costs,  expenses  and  disbursements  in  giving  testimony or furnishing
documents in response to a subpoena or otherwise), including without limitation,
the  costs,  expenses and disbursements, as and when incurred, of investigating,
preparing  or  defending  any  such  action,  suit,  proceeding or investigation
(whether or not in connection with any action in which Client is named a party),
directly  or  indirectly, caused by, relating to, based upon, arising out of, or
in  connection  with  the  language,  information,  advice, citations, anecdotal
matter,  resource  materials, claim of defamation, invasion of privacy, right of
publicity, infringement of a third person's intellectual property or proprietary
rights, or other content of Producer's Work product for Client (other than those
caused  by,  relating  to,  based  upon,  arising  out of, or in connection with
Client's  gross negligence, misrepresentation or willful misconduct), under this
Agreement.

     (b)     Such  indemnification  does  not apply to acts performed by Client,
which  are  criminal  in nature or a violation of any law.  Producer also agrees
that  Client  shall  not  have  any  liability  (whether  direct or indirect, in
contract  or  tort,  or  otherwise) to Producer, for, or in connection with, the
Work  of  Producer  under  this  Agreement,  except  to the extent that any such
liability  resulted  primarily  and  directly  from  Client's  gross negligence,
misrepresentation  or  willful  misconduct.

     (c)     If  any  action, suit, proceeding or investigation is commenced, as
to  which  any of the Client indemnified parties propose to be indemnified under
this  Agreement, they shall notify Producer with reasonable promptness; provided
however,  that  any  failure  by  the  party  seeking  indemnification to notify
Producer  shall not relieve Producer from its obligations hereunder.  The Client
shall have the right to retain counsel of its (their) own choice, which shall be
reasonably  acceptable  to  Producer,  to  represent  them,  and  Producer shall
reimburse  fees,  expenses  and  disbursements of such counsel; and such counsel
shall,  to  the  extent  consistent  with  its  professional  responsibilities,
cooperate  with Producer and any counsel designated by Producer.  Producer shall
be  liable  for  any  settlement  of  any  claim  against  the  Client made with
Producer's  written  consent,  which consent shall not be unreasonably withheld.
Producer  shall  not,  without  the  prior  written consent of the party seeking
indemnification,  which shall not be unreasonably withheld, settle or compromise
any  claim,  or  permit  a  default  or  consent to the entry of any judgment in
respect  thereof,  unless such settlement, compromise or consent includes, as an
unconditional  term  thereof,  the  giving  by the claimant to the party seeking
indemnification  of  an  unconditional  release from all liability in respect of
such  claim.

     (d)     In order to provide for just and equitable contribution, if a claim
for  indemnification pursuant to these indemnification provisions is made but it
is  found  in a final judgment by a court of competent jurisdiction (not subject
to  further  appeal) that such indemnification may not be enforced in such case,
even  though  the  express provisions hereof provide for indemnification in such
case,  then  Producer,  on  the  one  hand, and Client, on the other hand, shall
contribute  to  the  losses, claims, damages, obligations, penalties, judgments,
awards,  liabilities, costs, expenses and disbursements to which the indemnified
persons  may  be  subject  in  accordance with the relative benefits received by
Producer,  on the one hand, and Client, on the other hand, and also the relative
fault of Producer, on the one hand, and Client, in the other hand, in connection
with  the  statements,  acts or omissions which resulted in such losses, claims,
damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
or  disbursements  and  the  relevant  equitable  considerations  shall  also be
considered.  No  person found liable for a fraudulent misrepresentation shall be
entitled  to  contribution from any person who is not also found liable for such
fraudulent  misrepresentation.

     (e)     Neither termination of this Agreement nor completion of the Work of
Producer  hereunder  shall  effect  these indemnification provisions which shall
then  remain  operative  and  in  full  force  and  effect.

10.     TERMINATION.
        -----------
     (a)     Producer may terminate this Agreement upon thirty (30) days written
notice  to  Client  in  the  event  of  any  of  the  following:

          (i)     Client  defaults in any material respect in the performance or
observance  of  any  term, covenant or provision contained in this Agreement and
the  default continues for a period of thirty (30) days following the receipt by
Client  of  written  notice  from  Producer  of  such  default;

          (ii)    (a)  The  institution of any  proceedings by or against Client
seeking  relief, reorganization of Client or arrangement with Client's creditors
under  any laws relating to insolvency or bankruptcy; (b) any general assignment
for the benefit of Client's creditors; (c) the appointment, or the consenting to
the  appointment  of, a receiver, liquidator, trustee or other custodian for all
or  substantially  all  of  Client's  company  or  assets;  (d) the liquidation,
dissolution  or winding up of Client's business; or (e) the entry of an order by
a  court  of  competent  jurisdiction  (1)  finding  Client  to  be  bankrupt or
insolvent, (2) ordering or approving Client's liquidation, reorganization or any
alteration  or modification of the rights of Client's creditors, or (3) assuming
custody  of,  or  appointing  a  receiver  or  other  custodian  for,  all  or a
substantial  part  of  Client's  property.

     (b)     In  addition  to  all other rights Client has, at law or in equity,
for  non-compliance  by  Producer with this Agreement, Client may terminate this
Agreement  by giving a written Notice of Termination to Producer in the event of
either  of  the  following:

          (i)     Producer  defaults  in any material respect in the performance
or  observance  of  any term, covenant or provision contained in this Agreement,
and  the  default  continues for a period of seven (7) days following receipt by
Producer  of  written  notice  from  Client  of  such  default;

          (ii)    The  institution  of  any  proceedings  by or against Producer
seeking  relief,  reorganization  of  Producer  or  arrangement  with Producer's
creditors  under  any laws relating to insolvency or bankruptcy; (b) any general
assignment  for  the  benefit of Producer's creditors; (c) the appointment of, a
receiver, liquidator, trustee or other custodian for all or substantially all of
producer's  company,  assets;  (d) the liquidation, dissolution or winding up of
Producer's  business;  or  (e)  the  entry  of  an order by a court of competent
jurisdiction  (1)  finding Producer to be bankrupt or insolvent, (2) ordering or
approving  Producer's  liquidation,  reorganization  or  any  alteration  of
modification  of the rights of Producer's creditors; or (3) assuming custody of,
or  appointing  a  receiver or other custodian for, all or a substantial part of
Producer's  property.

     (c)     Termination  of  this  Agreement by either Client or Producer shall
not  affect Client's rights, any agreement by Producer, or Client's ownership of
the  Work  (as more fully set forth herein). Upon termination of this Agreement,
Producer  shall not be entitled to earn any further compensation as provided for
herein,  and all unearned compensation shall be immediately released from escrow
and  returned  to  Client.

     (d)     Termination  by either Client or Producer shall require Producer to
return to Client (i) all physical elements and materials (e.g., samples, mockups
and  TV-ready  comps given to or developed by Producer, permissions, affidavits,
releases,  records,  reports,  or other documents furnished to, developed by, or
received  by  Producer  to facilitate or further creation of the Work), and (ii)
all  fully  or  partially  completed  scripts, video, audio or film clips, video
tapes,  or any other item created or received by Producer in connection with the
Commercial.

11.     MEDIATION;  ARBITRATION.
        -----------------------
All  disputes  in  any manner relating to or arising out of this Agreement which
the parties cannot resolve themselves shall be resolved first through mediation,
and second through arbitration before a single experienced arbitrator, under the
Commercial  Rules  of  Arbitration of the American Arbitration Association.  The
location of the arbitration shall be determined by the party against whom relief
is  being sought.  The decision or award of any arbitrator shall be binding upon
the  parties  and  shall  be  enforceable  by judgment entered in a court having
jurisdiction  over  the  party against whom enforcement is sought.  In the event
the  arbitrator  determines  there is a prevailing party in the arbitration, the
prevailing  party  shall recover from the losing party all costs of arbitration,
including  all  fees  of  the arbitration association and the arbitrator and all
reasonable  attorneys  fees  incurred  by  the prevailing party.  Any arbitrator
appointed  under  this  Agreement  shall  have authority to order such equitable
relief and such limited discovery as may be appropriate under the circumstances.

12.     NOTICES.
        -------
Any  notice  required  or permitted to be given under this Agreement shall be in
writing,  and  shall  be sent by Federal Express or the equivalent, for next day
delivery,  by  any professional delivery service that required a signed, written
receipt confirming delivery of the envelope or package containing the notice, or
by  fax,  as  follows:

     If  to  Producer:    The  Bulletin  Board  Productions,  LLC.
                          Attention:  President
                          ______________________________
                          Ft.  Lauderdale,  FL  _____
                          Fax:  (954)  745-5832

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

     Notice  shall  be  deemed  given the day it is personally delivered, or the
next  day after it is sent by fax or Federal Express (or the equivalent). Either
party  may  change  the person, address or fax number to which notices are to be
sent  by  sending  a written notice of the changed information in the manner set
forth  in  this  section.

13.     RIGHT TO INJUNCTIVE RELIEF.
        --------------------------
     It  is  mutually  agreed  that the Work performed hereunder by Producer and
Producer's  employees,  and its products (i.e., the Commercials and the web site
design)  is  special,  unique,  unusual,  extraordinary,  and of an intellectual
character  giving  them  a peculiar value, the loss of which by Client cannot be
reasonable or adequately compensated for in damages and in an action at law, and
that  the  Client,  in the event of any breach by Producer, shall be entitled to
seek  equitable  relief  by  way of injunction or otherwise. Notwithstanding the
above,  nothing  in  this  Agreement  shall  be construed to limit or in any way
restrict  Client's right, in the event of any breach by Producer, to maintain an
action  for  monetary  damages,  or  any  other  form  of  relief.

14.     GENERAL  PROVISIONS.
        -------------------
     (a)     This  Agreement  constitutes the entire understanding and agreement
between  the  parties  with respect to its subject matter and supersedes any and
all  prior  and  contemporaneous  written  or oral understandings and agreements
pertaining  hereto.

     (b)     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
State  of  California  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  state  or  territory.

     (c)     This  Agreement  may not be amended or modified except in a written
instrument  signed  by  the  party  against  whom  enforcement  is  sought.

     (d)     This  Agreement  shall  be binding upon and inure to the benefit of
the  parties  and their respective successors-in-interest and permitted assigns.
Nothing  contained  in  this subparagraph shall create any rights enforceable by
any  person  not  a  party  to  this  Agreement,  except  for  the  rights  of
successors-in-interest  and  permitted assigns of each party hereto, unless such
rights  are expressly granted in this Agreement to other specifically identified
persons.

     (e)     Paragraph  headings  are  used  for  convenience  and are not to be
interpreted  as  part  of  this  Agreement

     (f)     With  regard  to  the  Work  and related services, Producer will be
rendering  services  hereunder to Client as an independent contractor, and shall
not  be  deemed  to be Client's employee or agent.  Producer shall not incur any
obligation,  debt,  or make any commitment or agreement on Client's behalf.  Any
person  engaged  by  Producer  in  connection with the Work or Agreement will be
engaged  as  (or  be  deemed  to be) an employee-for-hire of Producer.  No other
payment  not  specified  in  this  Agreement  shall  become due from Client, the
applicable  amounts  payable  under this Agreement being full compensation under
this  Agreement.

     (g)     It  is specifically understood and agreed that Producer's employees
shall  be  and remain for all purposes on Producer's payroll and not on Client's
payroll;  Producer  will  fully  perform  and discharge and Client shall have no
responsibility  or  liability  on  account  of  any  and  all  obligations of an
employer,  including,  without limitation, the withholding and/or payment of any
sums  required  to be paid and/or withheld by such employer, pension, health and
welfare  benefits, social security, unemployment, Workers Compensation and State
Disability  insurance  required for, based on, resulting from or relating to the
services  rendered by Producer's employees in connection with this matter or the
compensation  paid  to Producer under this Agreement, and Producer hereby agrees
to  indemnify  and  hold  Client harmless from and against any such liability or
obligation.

     (h)     In  the  event  that  any provision of this Agreement is held to be
unenforceable  or  contrary  to law, then the Agreement shall be interpreted, to
the  extent  possible,  without  provision.

     (i)     Time  and  strict  punctual  performance  are  of  the essence with
respect  to  provisions  herein  concerning  approvals.

     (j)     Each  party shall execute and deliver all instruments and documents
and take all actions as may be reasonably required to effectuate this Agreement.

     (k)     No  waiver  by  a  party  of  any provision of this Agreement shall
operate  as,  or  be  deemed  to  be, a continuing waiver of such provision or a
waiver  of  any similar or dissimilar provision, unless such waiver is contained
in  a written instrument signed by the party against whom enforcement is sought.

     (l)     Each  party  shall  be responsible for the reporting and payment of
its  own  federal,  state,  and  local  taxes  and  licenses.

     (m)     Each  of  the  parties  hereto represents and agrees with the other
that:  (i)  it  has been represented by independent counsel of its own choosing;
(ii)  it  has  had the full right and opportunity to consult with its respective
attorneys  and  other  advisers  and  have  availed  itself  of  this  right and
opportunity;  (iii)  its  authorized  officers  have  carefully  read  and fully
understand  this  Agreement  in  its entirety and have had it fully explained to
them  by  each party's counsel; (iv) each is fully aware of the contents thereof
and  its  meaning,  intent  and  legal effect; and (v) its authorized officer is
competent  to  execute  this  Agreement  free  from  coercion,  duress and undue
influence.  Each  party  and  its  counsel  cooperated  in  the  drafting  and
preparation  of  this  Agreement,  and  the  documents  referred  to  herein.
Accordingly,  any  rule  of  law  or  any  legal  decision  that  would  require
interpretation of any ambiguities in this Agreement against the party that draft
it,  is of no application and is hereby expressly waived. The provisions of this
Agreement  shall  be  interpreted  in  a  reasonable  manner  to  effectuate the
intentions  of  the  parties  hereto.

     IN  WITNESS  WHEREOF, the parties hereto have signed this Agreement causing
it  to  be  effective  as  of  the  date  first  above  written.


"PRODUCER"                                    "CLIENT"
The Bulletin Board Productions, LLC.          FoneFriend, Inc.
A Florida Limited Liability Client            A Delaware corporation


By:  /s/  Erick  Mathe                   By:  /s/  Jackelyn Giroux
     ----------------                         --------------------
     Erick Mathe                              Jackelyn Giroux
     President                                President