EXHIBIT 4.4

                        AGREEMENT TO ENGAGE DANZIG LTD.
                            BUSINESS CONSULTANT FOR
                                FONEFRIEND, INC.
                                JANUARY 15, 2004


I.     ENGAGEMENT
       ----------

FONEFRIEND, INC. ("FFRD") hereby engages and retains Danzig Ltd. ("Danzig") as a
Business  Consultant for and on behalf of FFRD and its Affiliates to perform the
Services  (as  that  term is hereinafter defined) and Danzig hereby accepts such
appointment on the terms and subject to the conditions hereinafter set forth and
agrees  to  use  its  best  efforts  in  providing  such  Services.

II.    INDEPENDENT  CONTRACTOR
       -----------------------

A.     Danzig,  in all respects, shall be deemed to be an independent contractor
in  the  performance of its duties hereunder, any law of any jurisdiction to the
contrary  notwithstanding.

B.     Danzig  shall  not, by reason of this Agreement or the performance of the
Services,  be  or  be  deemed  to be, an employee, agent, partner, co-venture or
controlling  person  of  FFRD,  and Danzig shall have no power to enter into any
agreement  on  behalf  of  or  otherwise  bind  FFRD.

C.     Danzig  shall  not  have  or  be deemed to have, fiduciary obligations or
duties  to FFRD or its Affiliates and shall be free to pursue, conduct and carry
on  for  its  own  account  (or  for  the  account  of  others) such activities,
employments,  ventures,  businesses and other pursuits as Danzig in its sole and
absolute  discretion  may  elect.

III.   SERVICES
       --------

A.     As  Business  Consultant for FFRD, Danzig agrees to provide the following
consulting  services  (collectively  the  "Services"):

1.     Identifying  individuals  and  entities  who  are  potential providers of
legal,  accounting,  investment  banking and other services that are relevant to
the  business  objectives  of  FFRD;

2.     Identifying  potential  sources  of  capital  or  financing  for  FFRD;

3.     Assisting  FFRD  in  efforts  to  seek  additional  business and business
relationships  that  will  be  of  benefit  to  FFRD  and  its  Affiliates;  and

4.     Such  other  services as FFRD may reasonably request, consistent with the
provisions  of  this  Agreement.

B.     Danzig  shall  devote  such  time and effort to the affairs of FFRD as is
reasonable  and  adequate to render the Services contemplated by this Agreement.

C.     Danzig  is  not  responsible  for  the  performance  of any services that
constitute the rendering of any legal opinions or performance of work that is in
the  ordinary  purview  of  a  Certified  Public  Accountant.

D.     Danzig  is  not a broker-dealer, investment advisor, or associated person
of either, and hence is not responsible for the performance of any services that
would  subject  it  to  federal  or state registration or licensing requirements
relating  to  broker-dealers,  investment advisors and their associated persons.

E.     Danzig  cannot  guarantee results on behalf of FFRD, but shall pursue all
reasonable  avenues  available to successfully provide the Services contemplated
herein.

F.     Danzig  and  FFRD hereby confirm their express written intent that Danzig
shall only be required to devote such time to the performance of the Services as
Danzig  shall  deem necessary and proper to discharge its responsibilities under
this  Agreement.

IV.    EXPENSES
       --------

It  is expressly agreed and understood that Danzig's compensation as provided in
this  Agreement  does  not include normal and reasonable out-of-pocket expenses,
which  expenses  (as  described below) shall be pre-approved in writing by FFRD.
The expenses described in this paragraph shall be reimbursed by FFRD independent
of  any  fees  described  in  the  section  below  titled,  "COMPENSATION."

A.     "Normal  and reasonable out-of-pocket expenses" shall include but are not
limited  to:  accounting,  long  distance  communication,  express mail, outside
consultants,  travel  (including:  airfare,  hotel  lodging  and  meals,
transportation,  etc.),  and  other  costs  involved  in the execution of Danzig
Services  under  this  Agreement.

B.     FFRD also agrees to pay its own and Danzig's legal expenses in connection
with:

1.     Danzig's  performance  of  its  Services  under  this  Agreement,  and

2.     Any  "Piggyback  Registration  Rights"  of  the  Engagement Securities as
provided  in  Section  V  below.

C.     FFRD  hereby  agrees  to  compensate  Danzig  promptly upon receipt of an
expense  invoice  from  Danzig.  Whenever  feasible, Danzig will request advance
payment  of  approved  expenses.

V.     COMPENSATION
       ------------

In  consideration for the Services, FFRD agrees that Danzig shall be entitled to
compensation  as  follows:

A.     Upon  the execution of this Agreement, Danzig will receive 150,000 shares
of  FFRD  common  stock  (the  "Engagement  Securities"),  which shares shall be
subject  to  restrictive  endorsement consistent with Rule 144 of the Securities
Act.

B.     FFRD  Board  of  Directors shall authorize the issuance of the Engagement
Securities  upon  the  signing of this Agreement, and shall have such securities
delivered  immediately  to  Danzig.  However,  in  no event shall the Engagement
Securities  be  delivered later than seven (7) days from the date of the signing
of  this  Agreement.

C.     Once  issued,  the  Engagement  Securities  shall be deemed fully earned.

D.     Danzig  shall  have  "Piggyback  Registration  Rights"  to  register  the
Engagement  Securities  as  part  of  any registration filing by FFRD and/or its
successors  and  assigns.

VI.    REPRESENTATIONS,  WARRANTIES  AND  COVENANTS
       --------------------------------------------

A.     EXECUTION.  The execution, delivery and performance of this Agreement, in
the time and manner herein specified, will not conflict with, result in a breach
of,  or  constitute  a default under any existing agreement, indenture, or other
instrument  to  which either FFRD or Danzig is a party or by which either entity
may  be  bound  or  affected.

B.     NON-CIRCUMVENTION.  FFRD  hereby  irrevocably  agrees  not to circumvent,
avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement,
including  avoiding  payment  of  fees  or  other  compensation  to  Danzig.

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

D.     CORPORATE  AUTHORITY.  Both  FFRD and Danzig have full legal authority to
enter  into  this  Agreement  and  to  perform  the  same in the time and manner
contemplated.

E.     AUTHORIZED SIGNATURES.  The individuals whose signatures appear below are
authorized  to  sign  this Agreement on behalf of their respective corporations.

F.     PROPERLY ISSUED SHARES.  When issued to Danzig, the Engagement Securities
shall  be  duly  and  validly  issued,  fully  paid  and  non-assessable.

G.     UNDERWRITER  FEES.  FFRD  acknowledges  and  understands  that  Danzig is
neither  a  broker-dealer  nor  a  registered investment advisor and FFRD may be
required  to  pay  underwriting  fees to an underwriter and/or funding entity in
connection  with  any  offerings,  underwritings  or  financings.

VII.   TERM  AND  TERMINATION
       ----------------------

A.     This  Agreement shall be effective upon its execution and shall remain in
effect  for a period of one year unless otherwise terminated as provided in this
Section  VII.

B.     At  any  time  during the above-mentioned one-year period, FFRD or Danzig
shall  have  the  right to terminate Danzig's engagement hereunder by furnishing
the  other  party  with  fifteen  (15)  days  advance  written  notice  of  such
termination  or  such  shorter  advance notice as may be agreed-upon by FFRD and
Danzig.

C.     Upon  termination of this Agreement by FFRD, Danzig shall have the right:

1.     To  receive  reimbursement  for  billed,  accrued  and/or  unbilled
disbursements and expenses that have been pre-approved in writing by FFRD, which
right  the  parties  hereby  agree  and  consent  is  absolute;  and

2.     To  keep  all  of  the Engagement Securities or the monetary fee in full.

VIII.  OTHER  MATERIAL  TERMS  AND  CONDITIONS:
       ----------------------------------------

A.     INDEMNITY.  FFRD  agrees  to indemnify Danzig in accordance with Danzig's
standard indemnification provisions (the "Indemnification Provisions"), attached
to this Agreement as Exhibit "A" and incorporated herein and made a part hereof.

B.     CONSEQUENTIAL DAMAGES.  Except as expressly provided herein, Danzig shall
not,  by  reason of the termination of this Agreement or otherwise, be liable to
FFRD  or  its  Affiliates for any special, incidental, consequential or punitive
damages  such  as,  but not limited to, expenditures, investments or commitments
made  in  connection  with the efforts by FFRD to acquire another entity or sell
all  or  a  portion  of  its  equity  to  another  entity.

C.     PROVISIONS.  Neither  termination  nor completion of this Agreement shall
affect  the Indemnification provisions that are incorporated herein, which shall
remain  operative  and  in  full  force  and  effect.

D.     ADDITIONAL  INSTRUMENTS.  Each of the parties shall from time to time, at
the  request  of others, execute, acknowledge and deliver to the other party any
and  all further instruments that may be reasonably required to give full effect
and  force  to  the  provisions  of  this  Agreement.

E.     ENTIRE  AGREEMENT.  Each  of  the  parties  hereby  covenants  that  this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the
understandings  and Agreements, both written or oral, of the parties hereby with
respect  to  the subject matter of this Agreement, and that there exists no oral
agreement or understanding expressed or implied liability, whereby the absolute,
final  and  unconditional character and nature of this Agreement shall be in any
way  invalidated,  empowered  or  affected.  There  are  no  representations,
warranties  or  covenants  other  than  those  set  forth  herein.

F.     MEDIATION/ARBITRATION AGREEMENT.   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.

G.     ASSIGNMENTS.  The  benefits  of  this  Agreement  shall  inure  to  the
respective  successors  and assigns of the parties hereto and of the indemnified
parties  hereunder and their successors and assigns and representatives, and the
obligations  and  liabilities  assumed  in  this Agreement by the parties hereto
shall be binding upon their respective successors and assigns; provided that the
rights  and  obligations  of  FFRD  under  this Agreement may not be assigned or
delegated  without  the prior written consent of Danzig, which consent shall not
be unreasonably withheld, or any purported assignment without such consent shall
be  null  and  void.

H.     ORIGINALS.  This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed an original and constitute one and the
same  Agreement.  Facsimile copies with signatures shall be given the same legal
effect  as  an  original.

I.     ADDRESSES  OF  PARTIES.  Each  party  shall  at  all times keep the other
informed  of  its  principal  place  of  business  if different from that stated
herein, and shall promptly notify the other of any change, giving the address of
the  new  place  of  business  or  residence.

J.     NOTICES.  All  notices that are required to be or may be sent pursuant to
the  provision of this Agreement shall be sent by certified mail, return receipt
requested,  or  by  overnight package delivery service to each of the parties at
the  address  appearing  herein, and shall count from the date of mailing or the
validated  air  bill.

K.     MODIFICATION  AND  WAIVER.  A  modification  or  waiver  of  any  of  the
provisions  of  this  Agreement  shall  be effective only if made in writing and
executed with the same formality as this Agreement.  The failure of any party to
insist  upon strict performance of any of the provisions of this Agreement shall
not  be  construed  as a waiver of any subsequent default of the same or similar
nature  or  of  any  other  nature.

APPROVED AND AGREED AS OF THIS _____ DAY OF JANUARY, 2004.

FONEFRIEND,  INC.                           DANZIG,  LTD.




By:  /s/  Jackelyn  Giroux             By:  _____________________
     ---------------------
     Jackelyn  Giroux
Its: President                         Its: President


<PAGE>
                                    EXHIBIT A
                                    ---------
                           INDEMNIFICATION PROVISIONS
                           --------------------------


     FONEFRIEND, INC ("FFRD") agrees to indemnify and hold harmless Danzig, Ltd.
("Danzig"),  its  officers,  employees  and  authorized  agents  (collectively,
"Danzig")  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  Danzig is a party), directly or indirectly, caused by, relating to, based
upon,  arising out of, or in connection with Danzig's acting as a consultant for
FFRD (other than those caused by, relating to, based upon, arising out of, or in
connection  with  Danzig's  gross  negligence,  misrepresentation  or  willful
misconduct), under the Agreement dated January 15, 2004, between FFRD and Danzig
to  which  these  indemnification  provisions  are attached and form a part (the
"Agreement").

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

     These  indemnification  provisions  shall  be  in addition to any liability
which FFRD may otherwise have to Danzig or the persons indemnified below in this
sentence  and  shall  extend to the following:  Danzig, its affiliated entities,
partners,  employees,  legal counsel, agents and controlling persons (within the
meaning of the federal securities laws), and the officers, directors, employees,
legal counsel, agents, and controlling persons of any of them (collectively, the
"Danzig Parties").  All references to Danzig in these indemnification provisions
shall  be  understood  to  include  any  and  all  of  the  foregoing.

     If  any action, suit, proceeding or investigation is commenced, as to which
any  of  the  Danzig  Parties  propose indemnification under the Agreement, they
shall notify FFRD with reasonable promptness; provided however, that any failure
by  the party seeking indemnification to notify FFRD shall not relieve FFRD from
its  obligations  hereunder.  The  Danzig Parties shall have the right to retain
counsel  of  their  own choice, which shall be reasonably acceptable to FFRD, to
represent  them,  and  FFRD  shall reimburse fees, expenses and disbursements of
such  counsel;  and  such  counsel  shall,  to  the  extent  consistent with its
professional responsibilities, cooperate with FFRD and any counsel designated by
FFRD.  FFRD  shall  be liable for any settlement of any claim against the Danzig
Parties  made  with  FFRD's  written  consent,  which  consent  shall  not  be
unreasonably withheld.  FFRD 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.

     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  FFRD,  on the one hand, and Danzig, 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 FFRD, on the
one hand, and Danzig, on the other hand, and also the relative fault of FFRD, on
the  one hand, and Danzig, 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.

     Neither termination nor completion of the engagement of Danzig referred to
above shall effect these indemnification provisions which shall then remain
operative and in full force and effect.