EXHIBIT 10.21

                               SERVICES AGREEMENT

     This Services Agreement (this "Agreement"), dated as of December ___, 2003,
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is  by  and  between  FoneFriend,  Inc.,  a  Delaware corporation having offices
located  at  2722  Loker  Avenue  W.,  Suite  G, Carlsbad, California 92008 (the
"Company"),  and Winsonic Holdings Ltd., a California corporation having offices
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located  at  8255  Beverly  Blvd., Suite 130, Los Angeles, California 90048 (the
"Supplier").
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1.     SERVICES.

     1.1     Supplier  agrees  to  perform  and  provide  to  Company  services
consisting  of internet, co-location, hardware, software, trunking, integration,
engineering  and  consulting  services  (collectively,  the  "Services"),  which
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Services  shall  include those services required by the Company to establish and
maintain  its  own  global  network,  including  the provisioning of all related
computer  equipment  and appurtenances, that will enable the Company's customers
to  initiate  and  complete  both  "FoneFriend-to-FoneFriend"  calls  and
"FoneFriend-to-Gateway" calls.  Additionally, Supplier will work with company to
provide  billing and customer relationship management software systems that will
enable  the  Company  to  efficiently  invoice  and  manage  its  customers.

     1.2     Supplier  agrees  to  immediately  commence  performance  of  the
following  specific  services:

          (i)     Supplier  will provide and maintain co-location facilities and
internet connectivity with Level3 for FoneFriend servers, a radius server, least
call  routing  equipment, all related database maintenance and host and maintain
the  Company's  website;  and

          (ii)    Supplier  will  clone  existing  Company  servers  and  make
functional for call completion within the time it takes level 3 to cross connect
voice  trunks  and  gateway  trunks;  and

          (iii)   Supplier  will  prepare  a  "scope  of work"  outline  for the
functional,  scaleable  operations  of the FoneFriend VoIP telephony system with
integration  of  peripheral  services,  customer  billing  and  customer service
software;  and

          (iv)    Supplier will install and integrate new  hardware and software
facilitating  the  expansion of the Company's telephony business with peripheral
services  which  will  efficiently provide service for an initial base of 10,000
customers,  as well as additional customers as required by the Company's growth,
in  a  timely  fashion.

     1.3     Subject  to  the  terms  and conditions of this Agreement, Supplier
shall  endeavor  with  good  commercial  efforts  to  provide  the  Services for
twenty-four  (24) hours a day, seven (7) days a week throughout the term of this
Agreement.  Company  agrees  that  from  time  to  time  the  Services  may  be
inaccessible  or  inoperable  for any reason, including, without limitation: (i)
equipment  malfunctions;  (ii)  periodic maintenance procedures or repairs which
Supplier  may undertake from time to time; or (iii) causes beyond the control of
Supplier or which are not reasonably foreseeable by Supplier, including, without
limitation, interruption or failure of telecommunication or digital transmission
links,  hostile  network  attacks, network congestion or other failures. Company
agrees  that Supplier has no control of availability of Services on a continuous
or  uninterrupted  basis.

     1.4     Throughout  the  term of this Agreement, Supplier shall provide the
officers,  employees  or  designees  of  the Company with verbal and /or written
reports  concerning  its  activities as are reasonably requested by the Company.

2.     PAYMENT.

     2.1     In  consideration  of Supplier's agreement to provide the Services,
the  Company  shall  pay supplier a base fee no less that $5,000,00 ("Base Fee")
and  shall  not  be obligated for any amounts due Supplier that are greater than
$10,000.00  per  month.  Additional costs above the Base Fee must be approved in
advance  by  both  parties.

     2.2     Company  and  Supplier each represent and warrant to the other that
their  respective corporations are duly organized, validly existing, and in good
standing  under  the  laws of their respective states of incorporation, and that
each  party  hereto  has all requisite power and full legal right to execute and
deliver  this  Agreement  and  to  perform  all  of their respective obligations
hereunder  in  accordance  with  the  terms  hereof.

     2.3     Supplier  represents  and  warrants  that  it  is  an  "accredited
investor"  as  defined  in  Rule  501(a) promulgated under the Securities Act of
1933,  as  amended  (the  "Securities  Act"), was not organized for the specific
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purpose  of  acquiring the securities offered hereby, and has such knowledge and
experience  in  financial  and business matters that it is capable of evaluating
the  merits  and  risks  of  the transactions contemplated under this Agreement.
Supplier's  financial  condition  is  such  that it is able to bear all economic
risks  of  investment in the Shares, including a complete loss of its investment
therein.  Company  has  provided  Supplier with adequate access to financial and
other  information  concerning  Company  as  requested  and Supplier has had the
opportunity  to ask questions of and receive answers from Company concerning the
transactions  contemplated  by  this  Agreement  and  to  obtain  there from any
additional  information  necessary  to  make  an  informed decision regarding an
investment  in  Company.  Supplier is acquiring the Shares solely for investment
purposes,  with  no  present  intention  of distributing or reselling any of the
Shares  or  any  interest therein. Supplier is aware that the Shares will not be
registered  under  the  Securities  Act,  and  that  neither  the Shares nor any
interest  therein  may  be  sold,  pledged,  or otherwise transferred unless the
Shares are registered under the Securities Act or qualify for an exemption under
the  Securities  Act.  Notwithstanding that fact, the Company shall use its best
efforts to include the Shares in any registration statement filed by the Company
which  becomes  effective  within  one  year  from  the  date  hereof.

3.     TERM.

     3.1     The  term  of  this  Agreement  shall  commence  upon execution and
delivery  hereof  by  the parties and continue thereafter for a term of five (5)
years;  provided  however,  the  Company  shall have the right to terminate this
agreement  without cause upon thirty (30) days written notice, in the event that
the  Supplier  fails  to  provide  services hereunder to the satisfaction of the
Company,  in  its  sole  determination.

4.     MISCELLANEOUS.

     4.1     Independent Contractors. The parties and their respective personnel
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are  and  shall  be  independent contractors and neither party by virtue of this
Agreement  shall  have  any  right,  power  or  authority  to  act or create any
obligation,  express  or  implied,  on  behalf  of  the  other  party.

     4.2     Assignment.  Neither  party may assign any of its rights, duties or
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obligations  under  this Agreement to any person or entity, in whole or in part,
and  any  attempt to do so shall be deemed void and/or a material breach of this
Agreement.

     4.3     Waiver. No waiver of any provision hereof or of any right or remedy
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hereunder  shall  be effective unless in writing and signed by the party against
whom  such waiver is sought to be enforced. No delay in exercising, no course of
dealing with respect to, or no partial exercise of any right or remedy hereunder
shall  constitute  a  waiver  of  any  other right or remedy, or future exercise
thereof.

     4.4     Severability.  If  any provision of this Agreement is determined to
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be  invalid under any applicable statute or rule of law, it is to that extent to
be  deemed  omitted,  and the balance of the Agreement shall remain enforceable.

     4.5     Notice.  All  notices shall be in writing and shall be deemed to be
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delivered  when  received  by  certified  mail,  postage prepaid, return receipt
requested,  or  when  sent  by  facsimile  or e-mail confirmed by call back. All
notices shall be directed to the parties at the respective addresses given above
or  to  such other address as either party may, from time to time, designated by
notice  to  the  other  party.

     4.6     Amendment.  No amendment, change, waiver, or discharge hereof shall
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be  valid  unless  in  writing  and  signed  by  both  parties.

     4.7     Law.  This  Agreement shall be governed in all respects by the laws
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of  the  State  of California without regard to its conflict of laws provisions.

     4.8     Force  Majeure. If the performance of any part of this Agreement by
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either  party is prevented, hindered, delayed or otherwise made impracticable by
reason  of  any  flood,  riot,  fire,  judicial  or  governmental  action, labor
disputes,  act  of  God  or any other causes beyond the control of either party,
that  party  shall  be  excused  from  such  to the extent that it is prevented,
hindered  or  delayed  by  such  causes.

     4.9     Entire  Agreement.  This  Agreement  constitutes  the  complete and
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exclusive  statement  of  all  mutual  understandings  between  the parties with
respect  to  the subject matter hereof, superseding all prior or contemporaneous
proposals,  communications  and  understandings,  oral  or  written.

     4.10    Confidentiality;  Intellectual  Property.  Supplier  acknowledges
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that  any  and  all knowledge or information concerning the Company, its affairs
and  business  activity  obtained  by Supplier, its principals, employees and/or
contractors  in the course of its engagement hereunder is strictly confidential,
and  Supplier  solemnly  promises not to reveal same to any other persons and/or
entities,  including, but not limited to, competitors of the Company and that it
will not impart any such knowledge to anyone whosoever during the term hereof or
anytime  thereafter.  Further,  Supplier agrees not to partake, either itself or
in  conjunction  with  other  third  parties, in any activities or dealings that
would  circumvent  the business or best interests of the Company. Any technology
enhancements, improvements or revisions paid for by the Company shall become and
remain the intellectual property of the Company and shall not be disclosed to or
utilized  by  third  parties  without  the  Company's  prior written consent and
approval  allowing  such  usage.  Further,  all  information,  including but not
limited to business operations, software and other intellectual property rights,
pertaining  to  the  Company  which  is  forwarded  to, or otherwise obtained by
Supplier 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  the Company. The provisions of this Section 4.10
shall  survive  the  termination  of  this  Agreement.

     IN  WITNESS WHEREOF, the parties, by their duly authorized representatives,
have  executed  this  Agreement.

FONEFRIEND.                              WINSONIC  HOLDINGS,  LTD.



By:    /S/  Jackelyn  Giroux             By:    /S/  Winston  Johnson
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Name:  Jackelyn  Giroux                  Name:  Winston  Johnson
Title: President                         Title: Chairman