EXHIBIT 10.22

                              CONSULTING AGREEMENT


     THIS  CONSULTING  AGREEMENT ("Agreement") is entered into as of January __,
2004  by and between Faramarz Vaziri, an individual whose address is: 38 Rondout
Harbor,  Port  Ewen,  New York  12466 (the "Consultant") and FoneFriend, Inc., a
Delaware corporation with offices at: 2722 Loker Avenue West, Suite G, Carlsbad,
California  92008  (the  "Company")

WITNESSTH:

     WHEREAS,  the  Company has entered into a Technology License agreement with
FoneFriend  Systems,  Inc.  ("Patent  Holder")  licensing  a  certain technology
related to an internet telephony device commonly referred to as the "FoneFriend"
and  desires  to  develop  the  necessary infrastructure to manufacture, market,
operate  and  service  the  "FoneFriend";  and

     WHEREAS,  due  to  the  fact  that  Faramarz Vaziri is the inventor of said
technology  and  that  Consultant  is the Patent Holder's designated engineering
support  provider  and  duly  licensed  and/or authorized to act in the capacity
required  of  it  hereunder  in relation to the "FoneFriend" device, the Company
desires to retain Consultant to render consulting services, including assistance
and  services  relating  to  developing  and  implementing  the  Company's
infrastructure,  technology analysis, planning and development, and internet and
technology  solutions;  and

     WHEREAS,  Consultant  is willing to perform such consulting services on the
terms  and  conditions  herein  contained;.

     NOW,  THEREFORE, in consideration of the premises herein and other good and
valuable  considerations,  the  parties  agree  as  follows:

1.     ENGAGEMENT

     The  Company  hereby  engages Consultant and Consultant hereby accepts such
engagement as a consultant to render the consulting services set forth below, as
requested  by  the  Company,  and  in  furtherance  of the business goals of the
Company.  The Consultant agrees to hire engineering support staff as required to
assist  him  in  the  performance  of  his  duties  hereunder.

2.     CONSULTANT  DUTIES

     Consultant  shall,  at  the  direction  and request of the Company, provide
technological assistance, expertise, consultation, reports and other services on
a  timely  basis  in  accordance with the Company's requests, including, but not
limited  to:

     2.1.     Infrastructure  -  Consultant  shall  immediately  assist  in  the
              --------------
development,  establishment,  implementation  and  operation  of  the  Company's
infrastructure  necessary  to  support  the  Company's  efforts in marketing and
operating  the "FoneFriend" devices for its customers, generally accomplished in
accordance  with  the  Commercialization  Plan, attached hereto as Exhibit A and
made  a  part  of this Agreement. Such services of Consultant shall also include
the  analysis  of  various  third  party  vendors  for  internet  services, call
completion  carriers  and software providers for total management and control of
customer  accounting  and  services.  Additionally,  Consultant  will assist the
Company's  designated  technology  officer  or  consultant,  in  setting  up the
H-Server  and  Connection  Server  to  operate  on  commercial  grade  servers.

     2.2.     Manufacturing-  Consultant  shall immediately commence supervision
              -------------
of  all aspects of the manufacturing and procurement of "FoneFriend" devices and
all  related  network elements to ensure their operability with the "FoneFriend"
technology,  as  well  as  provide  to  Company  all  manufacturing information,
functional  testing,  programming,  software codes, technology tools and support
necessary  for  the  Company to manufacture and operate the "FoneFriend" devices
and  the  service  they  were designed to provide. Further, the Company shall be
responsible  for  any  fees  required  to  be paid to third parties for software
licenses  (e.g.,  Gao) or fees related to circuit board design and molds for box
design.

     2.3.     Technology Planning and Implementation - Consultant 1) will assist
              --------------------------------------
the  Company  in  determining  the  Company's customer servicing requirements in
order  to  support  efficient operation of the FoneFriend and attendant systems,
including  the integration of software for complete customer management, billing
and accounting; 2) will assist the Company in working with professionals to meet
such  requirements, and provide Consultant's most recent and functioning copy of
the  "FoneFriend"  Help  Desk  software  for  the Company's use in servicing its
customers  as  same  may  be  updated  from  time  to  time; and 3) will provide
training, technical assistance and support in use of same to Company's technical
support  personnel.

     2.4.     Strategic  Planning  and  Development  -  Consultant  will  assist
              -------------------------------------
the  Company  in  understanding its operational objectives and assist Company in
setting  up  and  maintaining  its  own  global  network  and  related  computer
equipment,  necessary  for  the Company to service and manage its customer base.

3.     TERM

     The  term  of  this  Agreement shall commence upon execution by the parties
hereto  and  shall  continue for an initial term of six (6) months.  Thereafter,
this  Agreement  will  continue  on  a  month-to-month basis unless cancelled by
either party at will upon thirty (30) days advance written notice.  In the event
that  Consultant  is  in  default  by not performing its duties hereunder to the
satisfaction  of the Company, the Company shall have the right to terminate this
Agreement  after first giving notice of such default to Consultant and affording
Consultant  a  ten  (10)  day  period in which to cure any noticed default. Upon
termination  for any reason, the Consultant shall not be entitled to any further
compensation  hereunder.

4.     COMPENSATION

     As  full  compensation  for  all  services  to  be  rendered  by Consultant
hereunder,  Consultant  shall be paid, and the Consultant agrees to accept a fee
of  $15,000  per  month, which shall be due and owing bi-monthly in advance with
one-half  of  said  fee being payable on the first and one-half being payable on
the  fifteenth  day  of  each  month.  Consultant understands that, although the
Company  has a firm commitment in writing for financing, it has not yet received
such  financing  and, therefore, may not be able to remit payments hereunder for
an  estimated period of thirty (30) days from the date hereof.  Consequently, as
bonus  compensation  in  lieu  of  any  default  by  Company  in  the payment of
compensation,  and  to  accommodate  Consultant  until  the Company receives its
financing,  the  Company has agreed to issue Consultant a total of 50,000 shares
of freely tradable stock, released periodically over the term of this Agreement,
of which the Consultant acknowledges previous receipt of 5,000 shares.  Upon the
execution of this Agreement, the Company shall remit 5,000 shares to Consultant.
Commencing  thirty (30) days thereafter, the Company shall release an additional
10,000  shares  to  Consultant  for  each  thirty  (30) day period in which this
Agreement is in effect.  The compensation referred to under this Section 4 shall
include  all  personnel  hired by Consultant to assist him in the performance of
his  services  described  herein  above.

5.     ACTIVITIES

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

6.     THIRD  PARTIES

     The Company acknowledges that, in connection with its engagement hereunder,
Consultant  may introduce the Company to third parties who may transact business
with  the  Company  and/or assist Consultant in providing consulting services to
the  Company  hereunder.

7.     CONFIDENTIAL  INFORMATION

     Consultant  acknowledges  that  any  and  all  knowledge  or  information
concerning  the  Company,  its  affairs  and  business  activity  obtained  by
Consultant,  its  principals,  employees and/or contractors in the course of its
engagement  hereunder is strictly confidential, and Consultant 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. Any
technology enhancements, improvements or revisions paid for by the Company shall
become,  and  remain  at all times, 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
pertaining  to  the  Company  which  is  forwarded  to, or otherwise obtained by
Consultant  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 provision of this
Section  7  shall  survive  the  termination  of  this  Agreement.

8.     CONSULTANT  STATUS

     Consultant  acknowledges  that  it  is  providing  services hereunder as an
independent  contractor.  Accordingly,  Consultant  agrees  that  all  expenses
associated  with  its  operations, including but not limited to general overhead
and  salaries,  plus  any  taxes associated with the performance of its services
hereunder,  shall  be  its  sole  responsibility. Consultant further agrees that
nothing herein shall create a relationship of partners or joint ventures between
Consultant  and  the  Company and, except as otherwise set forth herein, nothing
herein  shall  be deemed to authorize Consultant to obligate or bind the Company
to  any  commitment  without  the  prior  written consent of the Company in each
instance.

9.     INDEMNIFICATION

     The  Consultant  shall hold harmless and indemnify Company from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including  but  not  limited  to,  the  payment  and  advancement  of reasonable
attorney's  fees,  resulting  from,  or  incurred in connection with claims made
against  Company  relating  to the performance of Consultant's duties hereunder.
Further,  the  Consultant will assure that any charges, liabilities, obligations
or assessments, whether existing now or arising in the future during the term of
this Agreement, that arise or result from Section 5.2 of that certain Technology
License  agreement between the Company and FoneFriend Systems, Inc., dated as of
April  30,  2002, are discharged or otherwise forever released and rendered null
and void.  The provision of this Section 9 shall survive the termination of this
Agreement.

10.    GENERAL

     10.1    This  Agreement  constitutes  the  entire  agreement  between  the
parties  with  respect  to  the subject matter hereof.  No promises, guarantees,
inducements  or agreement, whether oral or written, express or implied have been
made  or  shall  be  of  any  force  or  effect  other than as contained in this
Agreement.  This  Agreement can only be modified or changed in writing signed by
both  parties.

     10.2    It  is  agreed  and acknowledged that Consultant  is an independent
contractor  and  shall only hold itself out as such with respect to the Company.
Nothing  in  this Agreement shall be construed to constitute Consultant, nor any
of  Consultant's  representatives,  as  the  partner,  employee, joint venturer,
franchisee, legal representative, or agent of the Company and neither Consultant
nor  any  of  its representatives shall represent itself, himself, or herself as
any  of  the  foregoing.  In  furtherance  of  the  foregoing, in no event shall
Consultant  or  its  representatives  have any authority to assume or create any
liability  or  obligation,  express or implied, on behalf of the Company and any
representation  to  the  contrary  will  constitute  a  material  breach of this
Agreement.  Consultant  acknowledges  that  it is solely responsible for any and
all  claims,  liabilities,  damages, wages and debts of any type whatsoever that
may  arise  as  a  result  of  Consultant's  activities,  or  those  of  its
representatives or its employees, in the performance of this Agreement or in the
marketing,  distribution,  or  Sale  of  the Licensed Product, as defined in the
Technology  License  referenced  in  paragraph  9  above.

     10.3    Any  notice  required by this Agreement must  be given by facsimile
transmission  confirmed  by  personal  delivery (including delivery by reputable
messenger  services  such  as  Federal  Express)  or  by  prepaid,  first class,
certified  mail,  return receipt requested, addressed in the case of Company to:

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




     or  in  the  case  of  Consultant  to:

          Dr.  Faramarz  Vaziri
          38  Rondout  Harbor
          Port  Ewen,  New  York  12466
          Fax:  (845)  ___  -  _____

     or  other  addresses  as  may be given from time to time under the terms of
this  notice  provision.

     10.4    Any  disputes  or  disagreement arising  out of or relating to this
Agreement,  which  cannot  be  settled by the parties in a mutually satisfactory
basis,  shall be resolved by binding arbitration in accordance with the Rules of
the  American  Arbitration  Association and applicable law, by three arbitrators
appointed  in  accord  with  such  Rules.  The  Judgment  of  a  majority of the
arbitrators  shall  be final and binding upon the parties, and an award upon the
Judgment  of  the  arbitrators  may  be  entered  in  any  court  of  competent
jurisdiction.  The  party  against,  whom arbitration is sought shall select the
situs  for  the arbitration, provided that such situs shall be within the United
States  and shall be not more than 50 miles from the principal place of business
of  such  party.  Any  counter-claims  shall be made in such situs. Any award in
arbitration  may be entered in any domestic or foreign court having jurisdiction
over  the  enforcement  of  such  awards.

     10.5    This  Agreement shall be construed  and enforced in accordance with
the laws of the State of Delaware, regardless of the state or district where any
arbitration may be held, determined without regard to its provisions which would
otherwise  apply  to  a question of conflict of laws.  The language used in this
Agreement  shall  be  deemed  to  be  language  chosen by both parties hereto to
express  their  mutual intent, and no rule of strict construction against either
party  shall  apply  to  any  terms  or  conditions  hereof.

     10.6    If any  of the terms or provisions of this Agreement are held to be
unenforceable  by a court of competent jurisdiction or arbitrator, the remaining
portions  of  the  Agreement  will  remain  in  full  force  and  effect.

     10.7    This  Agreement  shall inure to the benefit and be binding upon the
parties  hereto  and  their  respective  legal  representatives, administrators,
executors,  successors  subsidiaries  and  affiliates.

     10.8    Failure  of  either party to enforce any right under this Agreement
will not act as a waiver of that right or the ability to later assert that right
relative  to  the  particular  situation  involved.

     10.9    Neither  party  shall  be  held liable  or responsible to the other
party  nor  be  deemed  to  have  defaulted under or breached this Agreement for
failure  or  delay  in  fulfilling or performing any term of this Agreement when
such  failure or delay is caused by or results from causes beyond the reasonable
control  of  the  affected  party,  including, without limitation, fire, floods,
earthquakes,  natural  disasters,  embargoes,  war,  acts of war (whether war be
declared  or  not), insurrections, riots, civil commotions, strikes, lockouts or
other  labor disturbances, acts of God or acts, omissions or delays in acting by
any  governmental  authority  or  the  other  party.

     10.10   This Agreement may be executed in one or more counterparts, each of
which  shall  be  deemed an original, but all of which together shall constitute
one  and the same instrument. This Agreement may be effective upon the execution
and  delivery  by  any  party of facsimile copies of signature pages hereto duly
executed by such party; provided, however, that any party delivering a facsimile
signature page, covenants and agrees to deliver promptly thereafter at least two
(2)  original  copies  to  the  other  party  hereto.

     10.11   Those  individuals  signing  this  Agreement  on  behalf  of  their
respective  entities  hereby  warrant  that they have the authority to bind said
entity  to  this  Agreement.

     10.12   In  the  event of  breach of this Agreement, the  prevailing  party
shall receive all its attorneys' fees, court costs and other attendant expenses,
unless  otherwise  agreed  to  the  contrary.

     IN  WITNESS  WHEREOF,  parties  hereto  have  caused  their duly authorized
representatives  to  execute  this  Agreement.



"COMPANY"                                       "CONSULTANT"

FONEFRIEND,  INC.



BY:  /S/  JACKELYN  GIROUX                      BY:  /S/  FARAMARZ  VAZIRI
     ---------------------                           ---------------------
     JACKELYN  GIROUX,  PRESIDENT                    FARAMARZ  VAZIRI


<PAGE>
                                    EXHIBIT A

                          FONEFRIEND COMMERCIALIZATION
                          -----------------------------

1 - SERVERS:
A:  CONNECTION  SERVER:
     Supervisor:  Faramarz
     Time  to  complete  8  Weeks
     Hardware  Platform:  Winston
     Network  Redundancy  and  Security  -  Winston
     Fonefriend  Application:  Herb
     Radius  Capability  :  Andy
     Starting  time:  12/12/2003
     Completing  Time:  2/28/2004

Dec     Jan     Feb     March     April     May
---     ---     ---     -----     -----     ---

B:  H-SERVER
     Supervisor:  Faramarz
     Time  to  complete  8  Weeks
     Hardware  Platform:  Winston
     Fonefriend  Application:  Herb
     Network  Redundancy  and  Security  -  Winston
     Radius  Capability  :  Andy,  Faramarz,  Kevin
     Starting  time:  12/12/2003
     Completing  Time:  2/28/2004

Dec     Jan     Feb     March     April     May
---     ---     ---     -----     -----     ---

C:  UPGRADE  SERVER
     Supervisor:  Faramarz
     Time  to  complete  8  Weeks
     Hardware  Platform:  Winston
     Network  Redundancy  and  Security  -  Winston
     Fonefriend  Application:  Herb
     Radius  Capability  :  Andy,  Faramarz,  Kevin
     Starting  time:  1/1/2004
     Completing  Time:  3/30/2004

Jan     Feb     March     April     May     June
---     ---     -----     -----     ---     ----

D:  AUTO  REGISTRATION  SERVER
     Supervisor:  Faramarz
     Specifications:  Gary,  Faramarz,  Winston
     Time  to  complete  16  Weeks
     Hardware  Platform:  WinSonic  Level  3
     Fonefriend  Application:  Jeff,  Herb
     Radius  Capability  ,  Database  Application  :  Winston
     Starting  time:  1/2/2004
     Completing  Time:  4/30/2004

Jan     Feb     March     April     May     June
---     ---     -----     -----     ---     ----

E:  DATABASE,  BILLING, AUTHORIZATION, BILLING INQUIRIES, STATISTICAL DATA, ETC.
     Supervisor:  Winston
     Specifications:  Gary,  Winston
     Time  to  complete  16  Weeks
     Hardware  Platform:  Winston
     Starting  time:  12/12/2004
     Completing  Time:  4/30/2004

Dec     Jan     Feb     March     April     May
---     ---     ---     -----     -----     ---

A:  FONEFRIEND  UNIT  SOFTWARE:
     Application:  Jeff
     Network:  Herb
     Prompts:  Faramarz
     Test:  Dylan
     Starting  time:  1/2/2004
     Completing  Time:  5/31/2004

Jan     Feb     March     April     May     June
---     ---     -----     -----     ---     ----

B:  FONEFRIEND  HARDWARE:

1.  PHASE  A:  INITIAL  300  UNITS  WITH  NEW  CASE,  4-LAYER  PCB (MALAYSIA)
    --------
2.  PHASE  B:  LOW  COST  MANUFACTURING  IN  CHINA,  FCC  CERTIFIED
    --------

     Manufacturing:  Faramarz,  Dylan
     PCB:  Faramarz
     Casing:  Faramarz
     Certification:  Faramarz,  Dylan
     Starting  time:  1/2/2004
     Completing  Time:  2/28/2004  Phase  A,  4/30/2004  Phase  B

Jan     Feb     March     April     May     June
---     ---     -----     -----     ---     ----


3 - HELP  DESK:
     Agent  Terminal:  Jeff
     Set  Up:  Gary  &  Winsonic



<PAGE>


A:  CONNECTION  SERVER:
JAN     FEB     MARCH     APRIL     MAY     JUNE
---     ---     -----     -----     ---     ----

B:  H-SERVER
JAN     FEB     MARCH     APRIL     MAY     JUNE
---     ---     -----     -----     ---     ----

C:  UPGRADE  SERVER
JAN     FEB     MARCH     APRIL     MAY     JUNE
---     ---     -----     -----     ---     ----

D:  AUTO  REGISTRATION  SERVER
JAN     FEB     MARCH     APRIL     MAY     JUNE
---     ---     -----     -----     ---     ----

E:  DATABASE,  BILLING, AUTHORIZATION, BILLING INQUIRIES, STATISTICAL DATA, ETC.
JAN     FEB     MARCH     APRIL     MAY     JUNE
---     ---     -----     -----     ---     ----

      F:  FONEFRIEND  UNIT  SOFTWARE:
JAN     FEB     MARCH     APRIL     MAY     JUNE
---     ---     -----     -----     ---     ----

     G:  FONEFRIEND  HARDWARE:
JAN     FEB     MARCH     APRIL     MAY     JUNE
---     ---     -----     -----     ---     ----

     H:  HELP  DESK:
JAN     FEB     MARCH     APRIL     MAY     JUNE
---     ---     -----     -----     ---     ----