EXHIBIT  10.1  2004  NON-QUALIFIED  STOCK  COMPENSATION  PLAN


                   2004 NON-QUALIFIED STOCK COMPENSATION PLAN

1.     PURPOSE  OF  PLAN

     1.1     This  2004  NON-QUALIFIED  STOCK  COMPENSATION PLAN (the "Plan") of
FoneFriend,  Inc.  ,  a  Delaware  corporation  (the  "Company")  for employees,
directors,  officers consultants, advisors and other persons associated with the
Company,  is  intended to advance the best interests of the Company by providing
those  persons  who  have  a  substantial  responsibility for its management and
growth with additional incentive and by increasing their proprietary interest in
the  success  of  the  Company,  thereby  encouraging  them  to  maintain  their
relationships with the Company.  Further, the availability and offering of stock
options  and  common  stock  under the Plan supports and increases the Company's
ability  to  attract  and retain individuals of exceptional talent upon whom, in
large  measure,  the sustained progress, growth and profitability of the Company
depends.

2.     DEFINITIONS

     2.1     For  Plan purposes, except where the context might clearly indicate
otherwise,  the  following  terms  shall  have  the  meanings  set  forth below:

     "Board"  shall  mean  the  Board  of  Directors  of  the  Company.

     "Committee"  shall mean the Compensation Committee, or such other committee
appointed by the Board, which shall be designated by the Board to administer the
Plan,  or the Board if no committees have been established.  The Committee shall
be  composed  of one or more persons as from time to time are appointed to serve
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by  the  Board.  Each member of the Committee, while serving as such, shall be a
disinterested  person  with  the  meaning  of  Rule  16b-3 promulgated under the
Securities  Exchange  Act  of  1934.

     "Common Shares" shall mean the Company's Common Shares, $.001 par value per
share, or, in the event that the outstanding Common Shares are hereafter changed
into  or exchanged for different shares of securities of the Company, such other
shares  or  securities.

     "Company"  shall  mean  FoneFriend,  Inc.,  a Delaware corporation, and any
parent  or subsidiary corporation of FoneFriend, Inc., as such terms are defined
in  Sections  425(e)  and  425(f),  respectively,  of  the  Code.

     "Fair  Market  Value"  shall  mean,  with respect to the date a given stock
option  is  granted or exercised, the average of the highest and lowest reported
sales  prices  of  the  Common Shares, as reported by such responsible reporting
service  as  the  Committee may select, or if there were not transactions in the
Common  Shares  on  such  day, then the last preceding day on which transactions
took place.  The above withstanding, the Committee may determine the Fair Market
Value in such other manner as it may deem more equitable for Plan purposes or as
is  required  by  applicable  laws  or  regulations.

     "Optionee"  shall  mean an employee of the company who has been granted one
or  more  Stock  Options  under  the  Plan.

     "Common  Stock"  shall  mean shares of common stock which are issued by the
Company  pursuant  to  Section  5,  below.

     "Common  Stockholder"  means the employee of, consultant to, or director of
the  Company  or other person to whom shares of Common Stock are issued pursuant
to  this  Plan.

     "Common  Stock  Agreement"  means  an  agreement  executed  by  a  Common
Stockholder  and  the Company as contemplated by Section 5, below, which imposes
on  the  shares of Common Stock held by the Common Stockholder such restrictions
as  the  Board  or  Committee  deem  appropriate.

     "Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a stock
option  granted  pursuant  to  the  terms  of  the  Plan.

     "Stock  Option  Agreement" shall mean the agreement between the Company and
the  Optionee  under  which  the  Optionee may purchase Common Shares hereunder.

3.     ADMINISTRATION  OF  THE  PLAN

     3.1     The  Committee  shall administer the Plan and accordingly, it shall
have  full power to grant Stock Options and Common Stock, construe and interpret
the  Plan, establish rules and regulations and perform all other acts, including
the  delegation  of  administrative responsibilities, it believes reasonable and
proper.

     3.2     The  determination  of  those eligible to receive Stock Options and
Common  Stock,  and  the amount, type and timing of each grant and the terms and
conditions of the respective stock option agreements and Common Stock Agreements
shall rest in the sole discretion of the Committee, subject to the provisions of
the  Plan.

     3.3     The  Committee  may cancel any Stock Options awarded under the Plan
if an Optionee conducts himself in a manner which the Committee determines to be
inimical  to  the  best  interest  of  the  Company,  as set forth more fully in
paragraph  8  of  Article  11  of  the  Plan.

     3.4     The  Board,  or  the  Committee, may correct any defect, supply any
omission  or  reconcile  any  inconsistency in the Plan, or in any granted Stock
Option, in the manner and to the extent it shall deem necessary to carry it into
effect.

     3.5     Any  decision  made, or action taken, by the Committee or the Board
arising  out  of  or in connection with the interpretation and administration of
the  Plan  shall  be  final  and  conclusive.

     3.6     The  Committee  shall,  in  its discretion, have the power to issue
Common  Shares  to  holders  of  non-qualified incentive stock option agreements
which  are  outstanding  as  of the date hereof , pursuant to the terms of those
option  agreements.

     3.7     Meetings of the Committee shall be held at such times and places as
shall  be  determined  by  the  Committee.  A  majority  of  the  members of the
Committee  shall  constitute  a  quorum for the transaction of business, and the
vote  of  a  majority  of  those members present at any meeting shall decide any
question  brought  before that meeting.  In addition, the Committee may take any
action  otherwise proper under the Plan by the affirmative vote, taken without a
meeting,  of  a  majority  of  its  members.

     3.8     No  member of the Committee shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own part,
including,  but not limited to, the exercise of any power or discretion given to
him  under  the  Plan,  except  those resulting from his own gross negligence or
willful  misconduct.

     3.9     The  Company,  through its management, shall supply full and timely
information  to  the  Committee  on  all  matters relating to the eligibility of
Optionees,  their  duties  and  performance,  and  current  information  on  any
Optionee's  death,  retirement,  disability  or other termination of association
with  the  Company,  and  such  other pertinent information as the Committee may
require.  The  Company  shall furnish the Committee with such clerical and other
assistance  as  is  necessary  in  the  performance  of  its  duties  hereunder.

4.     SHARES  SUBJECT  TO  THE  PLAN

     4.1     The  total  number of shares of the Company available for grants of
Stock  Options and Common Stock under the Plan shall be 6,000,000 Common Shares,
subject to adjustment in accordance with Article 7 of the Plan, which shares may
be  either  authorized  but unissued or reacquired Common Shares of the Company.

     4.2     If  a Stock Option or portion thereof shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares covered
by  such  NQSO  shall  be  available  for  future  grants  of  Stock  Options.

5.     AWARD  OF  COMMON  STOCK

     5.1     The  Board  or  Committee  from  time  to  time,  in  its  absolute
discretion,  may  (a)  award  Common  Stock to employees of, consultants to, and
directors  of  the Company, and such other persons as the Board or Committee may
select, and (b) permit Holders of Options to exercise such Options prior to full
vesting therein and hold the Common Shares issued upon exercise of the Option as
Common  Stock.  In  either such event, the owner of such Common Stock shall hold
such stock subject to such vesting schedule as the Board or Committee may impose
or  such  vesting schedule to which the Option was subject, as determined in the
discretion  of  the  Board  or  Committee.

     5.2     Common  Stock  shall  be  issued  only  pursuant  to a Common Stock
Agreement, which shall be executed by the Common Stockholder and the Company and
which  shall  contain  such terms and conditions as the Board or Committee shall
determine  consistent with this Plan, including such restrictions on transfer as
are  imposed  by  the  Common  Stock  Agreement.

     5.3     Upon  delivery  of  the  shares  of  Common  Stock  to  the  Common
Stockholder, below, the Common Stockholder shall have, unless otherwise provided
by  the Board or Committee, all the rights of a stockholder with respect to said
shares, subject to the restrictions in the Common Stock Agreement, including the
right to receive all dividends and other distributions paid or made with respect
to  the  Common  Stock.

     5.4.     Notwithstanding  anything  in  this  Plan  or  any  Common  Stock
Agreement  to  the  contrary,  no  Common  Stockholders  may  sell  or otherwise
transfer, whether or not for value, any of the Common Stock prior to the date on
which  the  Common  Stockholder  is  vested  therein.

     5.5     All  shares  of  Common Stock issued under this Plan (including any
shares of Common Stock and other securities issued with respect to the shares of
Common  Stock as a result of stock dividends, stock splits or similar changes in
the  capital  structure of the Company) shall be subject to such restrictions as
the  Board  or  Committee shall provide, which restrictions may include, without
limitation, restrictions concerning voting rights, transferability of the Common
Stock and restrictions based on duration of employment with the Company, Company
performance  and  individual  performance;  provided that the Board or Committee
may,  on such terms and conditions as it may determine to be appropriate, remove
any  or  all  of such restric-tions.  Common Stock may not be sold or encumbered
until  all applicable restrictions have terminated or expire.  The restrictions,
if any, imposed by the Board or Committee or the Board under this Section 5 need
not  be  identical  for  all Common Stock and the imposition of any restrictions
with respect to any Common Stock shall not require the imposition of the same or
any  other  restrictions  with  respect  to  any  other  Common  Stock.

     5.6     Each  Common  Stock  Agreement shall provide that the Company shall
have  the  right  to either cancel or repurchase from the Common Stockholder the
unvested  Common  Stock  upon  a  termination  of  employment,  termination  of
directorship  or  termination  of a consultancy arrangement, as applicable, at a
cash  price per share equal to the purchase price paid by the Common Stockholder
for  such  Common  Stock.

     5.7     In  the  discretion  of  the  Board  or Committee, the Common Stock
Agreement  may  provide that the Company shall have the a right of first refusal
with  respect  to  the  Common Stock and a right to repurchase the vested Common
Stock  upon  a  termination  of  the  Common  Stockholder's  employment with the
Company, the termination of the Common Stockholder's consulting arrangement with
the  Company,  the  termination  of  the  Common  Stockholder's  service  on the
Company's  Board,  or  such  other  events  as  the  Board or Committee may deem
appropriate.

     5.8     The Board or Committee shall cause a legend or legends to be placed
on  certificates  representing  shares  of  Common  Stock  that  are  subject to
restrictions  under  Common Stock Agreements, which legend or legends shall make
appropriate  reference  to  the  applicable  restrictions.

6.     STOCK  OPTION  TERMS  AND  CONDITIONS

     6.1     Consistent with the Plan's purpose, Stock Options may be granted to
non-employee directors of the Company or other persons who are performing or who
have  been  engaged to perform services of special importance to the management,
operation  or  development  of  the  Company.

     6.2     All  Stock  Options  granted  under  the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the Plan, and such
other  provisions as the Committee may adopt, including the provisions set forth
in  paragraphs  2  through  11  of  this  Section  6.

     6.3     All  Stock  Options  granted  hereunder  must be granted within ten
years  from  the  earlier of the date of this Plan is adopted or approved by the
Company's  shareholders.

     6.4     No Stock Option granted to any employee or 10% Shareholder shall be
exercisable  after  the  expiration  of  ten  years  from  the date such NQSO is
granted.  The  Committee, in its discretion, may provide that an Option shall be
exercisable  during  such  ten  year period or during any lesser period of time.

     The  Committee  may establish installment exercise terms for a Stock Option
such that the NQSO becomes fully exercisable in a series of cumulating portions.
If  an  Optionee  shall  not,  in any given installment period, purchase all the
Common  Shares  which  such  Optionee  is  entitled  to  purchase  within  such
installment  period,  such  Optionee's  right  to purchase any Common Shares not
purchased  in  such  installment  period  shall continue until the expiration or
sooner  termination of such NQSO. The Committee may also accelerate the exercise
of  any NQSO. However, no NQSO, or any portion thereof, may be exercisable until
thirty  (30)  days  following  date  of  grant  ("30-Day  Holding  Period.").

     6.5     A  Stock Option, or portion thereof, shall be exercised by delivery
of  (i)  a  written  notice  of exercise of the Company specifying the number of
common  shares  to  be  purchased,  and  (ii)  payment of the full price of such
Common  Shares,  as  fully  set  forth  in  paragraph  6  of  this  Section  6.

     No  NQSO or installment thereof shall be exercisable except with respect to
whole shares, and fractional share interests shall be disregarded. Not less than
100  Common  Shares  may be purchased at one time unless the number purchased is
the  total  number  at the time available for purchase under the NQSO. Until the
Common  Shares  represented  by  an exercised NQSO are issued to an Optionee, he
shall  have  none  of  the  rights  of  a  shareholder.

     6.6     The  exercise  price  of a Stock Option, or portion thereof, may be
paid:

          A.     In  United  States  dollars,  in  cash  or  by cashier's check,
certified  check, bank draft or money order, payable to the order of the Company
in  an  amount  equal  to  the  option  price;  or

          B.     At  the  discretion  of  the Committee, through the delivery of
fully  paid and nonassessable Common Shares, with an aggregate Fair Market Value
on  the  date  the  NQSO  is  exercised equal to the option price, provided such
tendered  Shares  have been owned by the Optionee for at least one year prior to
such  exercise;  or

          C.     By  a  combination  of  both  A  and  B  above.

     The  Committee  shall  determine  acceptable  methods  for tendering Common
Shares  as  payment  upon  exercise  of  a  Stock  Option  and  may  impose such
limitations  and prohibitions on the use of Common Shares to exercise an NQSO as
it  deems  appropriate.

     6.7     With  the  Optionee's  consent,  the Committee may cancel any Stock
Option  issued  under  this  Plan  and  issue  a  new  NQSO  to  such  Optionee.

     6.8     Except by will or the laws of descent and distribution, no right or
interest  in  any  Stock  Option  granted  under the Plan shall be assignable or
transferable,  and  no right or interest of any Optionee shall be liable for, or
subject  to,  any  lien, obligation or liability of the Optionee.  Stock Options
shall  be exercisable during the Optionee's lifetime only by the Optionee or the
duly  appointed  legal  representative  of  an  incompetent  Optionee.

     6.9     If  the  Optionee  shall  die  while associated with the Company or
within  three  months  after  termination  of  such  association,  the  personal
representative  or  administrator  of  the Optionee's estate or the person(s) to
whom  an  NQSO  granted  hereunder  shall  have been validly transferred by such
personal  representative or administrator pursuant to the Optionee's will or the
laws  of descent and distribution, shall have the right to exercise the NQSO for
one  year  after  the date of the Optionee's death, to the extent (i)  such NQSO
was exercisable on the date of such termination of employment by death, and (ii)
such  NQSO was not exercised, and (iii)  the exercise period may not be extended
beyond  the  expiration  of  the  term  of  the  Option.

     No  transfer of a Stock Option by the will of an Optionee or by the laws of
descent  and  distribution  shall  be  effective  to bind the Company unless the
Company  shall  have  been  furnished  with  written  notice  thereof  and  an
authenticated  copy  of the will and/or such other evidence as the Committee may
deem  necessary  to establish the validity of the transfer and the acceptance by
the  transferee  or transferee of the terms and conditions by such Stock Option.

     In  the  event of death following termination of the Optionee's association
with  the  Company  while  any  portion  of  an  NQSO  remains  exercisable, the
Committee,  in  its  discretion,  may  provide  for an extension of the exercise
period  of  up  to  one  year  after  the  Optionee's  death  but not beyond the
expiration  of  the  term  of  the  Stock  Option.

     6.10    Any  Optionee  who  disposes  of  Common  Shares  acquired  on  the
exercise  of  a  NQSO  by sale or exchange either (i) within two years after the
date of the grant of the NQSO under which the stock was acquired, or (ii) within
one  year after the acquisition of such Shares, shall notify the Company of such
disposition  and  of the amount realized upon such disposition.  The transfer of
Common  Shares may also be Common by applicable provisions of the Securities Act
of  1933,  as  amended.

7.     ADJUSTMENTS  OR  CHANGES  IN  CAPITALIZATION

     7.1     In  the event that the outstanding Common Shares of the Company are
hereafter  changed into or exchanged for a different number or kind of shares or
other  securities  of  the  Company  by  reason  of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up  or  stock  dividend:

          A.     Prompt,  proportionate,  equitable,  lawful  and  adequate
adjustment  shall  be made of the aggregate number and kind of shares subject to
Stock  Options which may be granted under the Plan, such that the Optionee shall
have  the  right to purchase such Common Shares as may be issued in exchange for
the  Common  Shares  purchasable  on  exercise  of  the  NQSO  had  such merger,
consolidation,  other  reorganization,  recapitalization,  reclassification,
combination  of  shares,  stock  split-up  or  stock  dividend  not taken place;

          B.     Rights  under  unexercised  Stock  Options  or portions thereof
granted  prior  to  any such change, both as to the number or kind of shares and
the  exercise  price  per  share, shall be adjusted appropriately, provided that
such  adjustments  shall  be  made  without  change  in the total exercise price
applicable to the unexercised portion of such NQSO's but by an adjustment in the
price  for  each  share  covered  by  such  NQSO's;  or

          C.     Upon  any  dissolution  or  liquidation  of  the Company or any
merger  or combination in which the Company is not a surviving corporation, each
outstanding  Stock  Option  granted  hereunder shall terminate, but the Optionee
shall have the right, immediately prior to such dissolution, liquidation, merger
or  combination, to exercise his NQSO in whole or in part, to the extent that it
shall  not  have  been  exercised,  without  regard  to any installment exercise
provisions  in  such  NQSO.

     7.2     The  foregoing  adjustments  and  the  manner of application of the
foregoing  provisions  shall  be  determined  solely  by  the  Committee,  whose
determination as to what adjustments shall be made and the extent thereof, shall
be  final,  binding  and conclusive.  No fractional Shares shall be issued under
the  Plan  on  account  of  any  such  adjustments.

8.     MERGER,  CONSOLIDATION  OR  TENDER  OFFER

     8.1     If  the  Company  shall  be  a  party to a binding agreement to any
merger,  consolidation or reorganization or sale of substantially all the assets
of  the  Company,  each  outstanding Stock Option shall pertain and apply to the
securities and/or property which a shareholder of the number of Common Shares of
the  Company  subject  to the NQSO would be entitled to receive pursuant to such
merger,  consolidation  or  reorganization  or  sale  of  assets.

     8.2     In  the  event  that:

          A.     Any  person (other than the Company or a director or officer of
the  Company)  shall  acquire  more than 20% of the Common Shares of the Company
through  a  tender  offer, exchange offer or otherwise, in a transaction that is
not  approved  by  the  Board  of  Directors;

          B.     A  change  in the "control" of the Company occurs, as such term
is  defined  in  Rule  405  under  the  Securities  Act  of  1933;

          C.     There shall be a sale of all or substantially all of the assets
of  the  Company;

any  then  outstanding  Stock  Option  held by an Optionee, who is deemed by the
Committee  to  be  a statutory officer ("Insider") for purposes of Section 16 of
the Securities Exchange Act of 1934 shall be entitled to receive, subject to any
action  by  the Committee revoking such an entitlement as provided for below, in
lieu  of  exercise  of  such  Stock  Option,  to  the  extent  that  it  is then
exercisable,  a  cash  payment  in an amount equal to the difference between the
aggregate  exercise  price  of  such  NQSO, or portion thereof, and, (i)  in the
event  of  an  offer  or similar event, the final offer price per share paid for
Common  Shares, or such lower price as the Committee may determine to conform an
option  to  preserve  its Stock Option status, times the number of Common Shares
covered by the NQSO or portion thereof, or (ii)  in the case of an event covered
by B or C above, the aggregate Fair Market Value of the Common Shares covered by
the  Stock  Option,  as  determined  by  the  Committee  at  such  time.

     8.3     Any  payment  which  the  Company  is  required to make pursuant to
paragraph 8.2 of this Section 8 shall be made within 15 business days, following
the  event  which results in the Optionee's right to such payment.  In the event
of  a tender offer in which fewer than all the shares which are validly tendered
in compliance with such offer are purchased or exchanged, then only that portion
of  the  shares  covered by an NQSO as results from multiplying such shares by a
fraction,  the  numerator  of  which  is  the  number  of Common Shares acquired
pursuant  to  the  offer  and  the  denominator of which is the number of Common
Shares  tendered  in  compliance  with such offer shall be used to determine the
payment  thereupon.  To  the  extent  that  all or any portion of a Stock Option
shall  be  affected  by this provision, all or such portion of the NQSO shall be
terminated.

     8.4     Notwithstanding  paragraphs  8.1  and  8.3  of  this Section 8, the
Committee  may,  by  unanimous  vote  and  resolution,  unilaterally  revoke the
benefits  of the above provisions; provided, however, that such vote is taken no
later  than  ten business days following public announcement of the intent of an
offer  or  the  change  of  control,  whichever  occurs  earlier.

9.     AMENDMENT  AND  TERMINATION  OF  PLAN

     9.1     The  Board  may  at  any  time,  and  from time to time, suspend or
terminate  the  Plan  in  whole or in part or amend it from time to time in such
respects  as  the  Board  may  deem  appropriate and in the best interest of the
Company.

     9.2     No amendment, suspension or termination of this Plan shall, without
the  Optionee's  consent, alter or impair any of the rights or obligations under
any  Stock  Option  theretofore  granted  to  him  under  the  Plan.

     9.3     The  Board  may  amend  the  Plan, subject to the limitations cited
above,  in  such  manner  as  it deems necessary to permit the granting of Stock
Options  meeting the requirements of future amendments or issued regulations, if
any,  to  the  Code.

     9.4     No  NQSO  may be granted during any suspension of the Plan or after
termination  of  the  Plan.


10.    GOVERNMENT  AND  OTHER  REGULATIONS

     10.1    The  obligation  of  the  Company  to  issue,  transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be subject to all
applicable  laws, regulations, rules, orders and approval which shall then be in
effect  and  required by the relevant stock exchanges on which the Common Shares
are  traded and by government entities as set forth below or as the Committee in
its  sole  discretion  shall  deem  necessary  or  advisable.  Specifically,  in
connection  with  the  Securities  Act of 1933, as amended, upon exercise of any
Stock  Option,  the  Company shall not be required to issue Common Shares unless
the  Committee  has  received evidence satisfactory to it to the effect that the
Optionee  will  not  transfer  such  shares  except  pursuant  to a registration
statement  in effect under such Act or unless an opinion of counsel satisfactory
to  the  Company  has  been  received  by  the  Company  to the effect that such
registration  is  not  required.  Any  determination  in  this connection by the
Committee shall be final, binding and conclusive.  The Company may, but shall in
no  event  be  obligated to, take any other affirmative action in order to cause
the exercise of a Stock Option or the issuance of Common Shares pursuant thereto
to  comply  with  any  law  or  regulation  of  any  government  authority.

11.    MISCELLANEOUS  PROVISIONS

     11.1    No  person  shall  have  any  claim or right to be  granted a Stock
Option  or Common Stock under the Plan, and the grant of an NQSO or Common Stock
under  the  Plan  shall  not  be  construed  as  giving  an  Optionee  or Common
Stockholder  the  right to be retained by the Company.  Furthermore, the Company
expressly  reserves  the right at any time to terminate its relationship with an
Optionee  with or without cause, free from any liability, or any claim under the
Plan,  except  as  provided  herein, in an option agreement, or in any agreement
between  the  Company  and  the  Optionee.

     11.2    Any  expenses  of  administering  this  Plan shall  be borne by the
Company.

     11.3    The  payment  received  from  Optionee  from  the exercise of Stock
Options  under  the Plan shall be used for the general corporate purposes of the
Company.

     11.4    The  place  of administration of  the Plan shall be in the State of
Delaware,  or such other place as determined from time to time by the Board, and
the  validity,  construction,  interpretation,  administration and effect of the
Plan and of its rules and regulations, and rights relating to the Plan, shall be
determined  solely  in  accordance  with  the  laws  of  the  State of Delaware.

     11.5    Without  amending  the  Plan, grants may be made to persons who are
foreign  nationals or employed outside the United States, or both, on such terms
and  conditions,  consistent  with  the  Plan's  purpose,  different  from those
specified  in the Plan as may, in the judgment of the Committee, be necessary or
desirable  to  create  equitable  opportunities given differences in tax laws in
other  countries.

     11.6    In  addition  to  such other  rights of indemnification as they may
have  as  members  of  the  Board or the Committee, the members of the Committee
shall  be  indemnified  by the Company against all costs and expenses reasonably
incurred by them in connection with any action, suit or proceeding to which they
or  any  of  them  may  be party by reason of any action taken or failure to act
under or in connection with the Plan or any Stock Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is  approved  by  independent  legal counsel selected by the Company) or paid by
them  in  satisfaction  of  a  judgment  in any such action, suit or proceeding,
except  a  judgment  based  upon a finding of bad faith;  provided that upon the
institution  of any such action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity, at its own expense,
to  handle and defend the same, with counsel acceptable to the Optionee,  before
such  Committee  member  undertakes  to  handle and defend it on his own behalf.

     11.7    Stock Options may be  granted under this Plan from time to time, in
substitution  for  stock options held by employees of other corporations who are
about  to  become  employees  of  the  Company  as  the  result  of  a merger or
consolidation  of  the employing corporation with the Company or the acquisition
by  the Company of the assets of the employing corporation or the acquisition by
the  Company  of  stock  of  the  employing  corporation as a result of which it
becomes  a  subsidiary  of  the  Company.  The  terms  and  conditions  of  such
substitute  stock  options so granted may vary from the terms and conditions set
forth  in  this  Plan to such extent as the Board of Directors of the Company at
the  time  of grant may deem appropriate to conform, in whole or in part, to the
provisions  of the stock options in substitution for which they are granted, but
no  such variations shall be such as to affect the status of any such substitute
stock  options  as  a  stock  option  under  Section  422A  of  the  Code.

     11.8    Notwithstanding  anything  to  the  contrary  in  the  Plan, if the
Committee  finds  by  a  majority  vote,  after  full consideration of the facts
presented  on behalf of both the Company and the Optionee, that the Optionee has
been  engaged  in  fraud,  embezzlement, theft, insider trading in the Company's
stock,  commission  of  a  felony  or  proven  dishonesty  in  the course of his
association  with  the  Company  or any subsidiary corporation which damaged the
Company  or  any  subsidiary corporation, or for disclosing trade secrets of the
Company  or  any  subsidiary  corporation,  the  Optionee  shall  forfeit  all
unexercised  Stock  Options and all exercised NQSO's under which the Company has
not  yet  delivered  the certificates and which have been earlier granted to the
Optionee  by the Committee.  The decision of the Committee as to the cause of an
Optionee's  discharge  and  the  damage  done to the Company shall be final.  No
decision  of  the Committee, however, shall affect the finality of the discharge
of  such  Optionee  by  the Company or any subsidiary corporation in any manner.

12.    WRITTEN  AGREEMENT

     12.1    Each Stock Option granted hereunder shall be  embodied in a written
Stock  Option  Agreement  which  shall  be  subject  to the terms and conditions
prescribed above and shall be signed by the Optionee and by the President or any
Vice President of the Company, for and in the name and on behalf of the Company.
Such  Stock  Option  Agreement  shall  contain  such  other  provisions  as  the
Committee,  in  its  discretion  shall  deem  advisable.



<PAGE>

Number of Shares: ________________                                Date of Grant:

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

     AGREEMENT  made  this _________ day of _________ 200_, between ____________
(the  "Optionee"),  and  FoneFriend,  Inc.,  (the  "Company").


     1.     GRANT  OF  OPTION

     The  Company,  pursuant  to  the  provisions  of  the  Non-Qualified  Stock
Compensation Plan (the "Plan"), adopted by the Board of Directors on _________ ,
200_,  the  Company  hereby  grants  to  the  Optionee, subject to the terms and
conditions  set  forth  or  incorporated  herein, an option to purchase from the
Company  all  or  any  part of an aggregate of _________ shares of its $.001 par
value  common  stock,  as  such common stock is now constituted, at the purchase
price  of  $.30  per  share.  The provisions of the Plan governing the terms and
conditions  of  the  Option  granted  hereby  are incorporated in full herein by
reference.

     2.     EXERCISE

     The  Option evidenced hereby shall be exercisable in whole or in part on or
after  _________  and  on  or  before  __________________  ,  provided  that the
cumulative  number  of  shares  of  common  stock as to which this Option may be
exercised  (except  in  the  event  of death, retirement, or permanent and total
disability,  as  provided  in  paragraph  6.9  of the Plan) shall not exceed the
following  amounts:


     Cumulative Number            Prior to Date
         of Shares             (Note Inclusive of)
     -----------------          -----------------


The  Option evidenced hereby shall be exercisable by the delivery to and receipt
by  the  Company of (i)  written notice of election to exercise, in the form set
forth  in  Attachment B hereto, specifying the number of shares to be purchased;
(ii)  accompanied  by  payment  of  the  full  purchase price thereof in cash or
certified  check  payable  to  the  order  of  the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the Company,
or  by  a  combination  thereof,  and  (iii)  by  return  of  this  Stock Option
Agreement  for  endorsement of exercise by the Company on Schedule I hereof.  In
the  event  fully  paid  and nonassessable common stock is submitted as whole or
partial  payment for shares to be purchased hereunder, such common stock will be
valued  at  their  Fair  Market  Value (as defined in the Plan) on the date such
shares  received  by  the  Company are applied to payment of the exercise price.


<PAGE>
     3.     TRANSFERABILITY

     The  Option  evidenced  hereby  is  not  assignable  or transferable by the
Optionee  other  than  by  the  Optionee's  will  or  by the laws of descent and
distribution,  as  provided  in  paragraph  6.9 of the Plan. The Option shall be
exercisable  only  by  the  Optionee  during  his  lifetime.


                              FoneFriend,  Inc.


                              By:
                              Name:
ATTEST:                       Title:



________________________
Secretary


     Optionee hereby acknowledges receipt of a copy of the Plan, attached hereto
and  accepts  this  Option  subject to each and every term and provision of such
Plan.  Optionee  hereby  agrees  to accept as binding, conclusive and final, all
decisions  or interpretations of the of the Board of Directors administering the
Plan  on  any  questions  arising  under such Plan.  Optionee recognizes that if
Optionee's  employment  with  the  Company  or  any  subsidiary thereof shall be
terminated  without  cause,  or  by  the  Optionee,  prior  to  completion  or
satisfactory  performance by Optionee (except as otherwise provided in paragraph
6 of the Plan) all of the Optionee's rights hereunder shall thereupon terminate;
and  that, pursuant to paragraph 6 of the Plan, this Option may not be exercised
while  there  is outstanding to Optionee any unexercised Stock Option granted to
Optionee  before  the  date  of  grant  of  this  Option.


Dated:____________                    ________________________
                                      Optionee


                                      ________________________
                                      Print Name


                                      ________________________
                                      Address


                                      ________________________
                                      Social Security No.

<PAGE>

ATTACHMENT  B

NOTICE  OF  EXERCISE


To:     FoneFriend,  Inc.



(1)  The  undersigned hereby elects to purchase ________ shares of Common Shares
     (the  "Common  Shares"),  of  FoneFriend, Inc. pursuant to the terms of the
     attached Non-Qualified Stock Option Agreement, and tenders herewith payment
     of the exercise price in full, together with all applicable transfer taxes,
     if  any.

(2)  Please  issue  a  certificate  or  certificates representing said shares of
     Common  Shares  in  the name of the undersigned or in such other name as is
     specified  below:



               _______________________________
               (Name)

               _______________________________
               (Address)
               _______________________________




Dated:


                                   ______________________________
                                   Signature

Optionee: ________________         Date of Grant: _______________


<PAGE>

<TABLE>
<CAPTION>



                                   SCHEDULE I


                                               UNEXERCISED      ISSUING
DATE         SHARES            PAYMENT         SHARES           OFFICER
             PURCHASED         RECEIVED        REMAINING        INITIALS
----         ---------         --------        -----------      --------

<S>          <C>               <C>             <C>              <C>
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________
____         _________         ________        ___________      ________



</TABLE>