EXHIBIT 10.20

                              CONSULTING AGREEMENT
                              ---------------------

This  agreement  is  entered  into,  effective November 1, 2003, by and between,
Winston  Johnson (hereinafter referred to as "Consultant") and FoneFriend, Inc.,
a Delaware corporation (hereinafter referred to as the "Company") with reference
to  the  following:

A.     Consultant  is engaged in the business of furnishing consulting services,
and  will  apply  his expertise, skill, and knowledge for the overall benefit of
the  Company.

B.     Company  is engaged in the business of operating and marketing a dial-up,
Internet  Telephony  device.

C.     Company  desires  to  hire  Consultant  for  his  services,  namely  his
contribution  to the future projects of the Company, network design, integration
services,  regulatory  research,  the  next  round  of  the  Company's  equity
fundraising,  and  to  serve  as the Company's Chief Technology Officer, and the
Consultant  desire  to  provide  said  services  to  Company.

THEREFORE,  IT  IS  AGREED  AS  FOLLOWS:

1.     Term.  The  term  of  this  Agreement  shall  be for the period of twelve
       ----                                                               ------
months from the effective date, subject to prior termination as provided herein.
------
This  agreement  supercedes  all  prior  agreements  with  Consultant.

2.     Fees.  Attachment  II and Attachment III sets forth compensation and fees
       ----
and  they are hereby incorporated into and made a part of this Agreement.  It is
anticipated  and  acknowledged  by  the  parties  that compensation programs are
subject  to change in the normal course of business.  Accordingly, all incentive
compensation  described  in  Attachment  II  is  subject  to  revision as may be
mutually  agreed  to by the parties so that Consultant's compensation is closely
aligned  and  consistent  with  Consultant's  services  that  he provides to the
Company.

3.     Costs and Expenses.  Company will reimburse Consultant for all reasonable
       ------------------
and  necessary  expenses  incurred  in  connection  with  the  performance  of
Consultant's  duties  hereunder  upon  receipt  of  documentation  therefore  in
accordance  with  Company's  regular  reimbursement  procedures and practices in
effect  from time to time.  Monthly expenses exceeding $250.00 shall be approved
in  advance  by  the  Company.

4.     Services  provided by Consultant.  Attachment I sets forth services to be
       --------------------------------
provided  by  Consultant and is hereby incorporated into and made a part of this
Agreement. During the term of this Agreement, Consultant's best efforts shall be
devoted  to  the  performance of Consultant's duties hereunder in a manner which
will  faithfully  and  diligently further the business and interests of Company.

5.     Compliance  with  Corporate  Policy.  Consultant  shall,  at  all  times,
       -----------------------------------
observe,  respect  and  comply  with  the  rules, policies and procedures of the
Company  in  effect  during the term of this Agreement.  Consultant has signed a
Nondisclosure  Agreement,  which  remains  in  force  and  becomes  part of this
Agreement.

6.     Delegation of Authority.  Consultant shall not at any time enter into any
       -----------------------
contracts  which  obligate the Company, whether with customers or suppliers, nor
obligate  the  Company  in  any manner without the prior written approval of the
Company  signed  by  an  officer  of  the  Company.

7.     Inventions.  "Inventions"  made  or  conceived  entirely  or partially by
       ----------
Consultant  while  engaged by the Company shall be the exclusive property of the
Company  except  as  otherwise  provided  in  Attachment III, for any inventions
jointly  developed  or owned by the Company and Consultant.  For the purposes of
this  Agreement,  the  term  "Inventions"  includes,  without  limitation,  all
creations,  whether  or not patentable or copyrightable, and all ideas, reports,
or  other  creative  works  including  without limitation, hardware or software,
processes, computer programs, manuals, and related materials which relate to the
existing  or  proposed business of the Company or any other business or research
or  development  effort  conducted  by  the  Company.  Subject to the exceptions
listed  in  Attachment  III. Consultant will promptly disclose each Invention to
the Company in writing and cooperate with the Company by executing all documents
tendered  by  the  Company  and taking such further actions as may be reasonably
requested  by  the Company for the purpose of obtaining patents or copyrights or
otherwise  perfecting  the  Company's  and  or  consultant  sole  and  exclusive
ownership  of  all Inventions. This provision does not apply to an Invention for
which  no  equipment,  supplies,  facilities  or trade secret information of the
Company  was  used  and  which  was  developed entirely on Consultant's own time
unless  (I)  the  Invention  relates  directly  to  the  anticipated research or
development, or (II) the Invention results from any work performed by Consultant
for  the  Company.

Consultant  understands  that,  subsequent  to  the  termination  of  his
consultancy-engagement  by the Company, Consultant's assistance may be needed in
connection  with  securing,  defending  or  enforcing  any  patent  or  other
intellectual  property  right related to an Invention.  In that event Consultant
shall  provide  all  such  assistance,  and  the  Company  shall  pay Consultant
reasonable  compensation  for  Consultant's  time at a rate to be agreed but not
higher  than  the  last  consulting  fee  paid  to  Consultant  by  the Company.

8.     Nondisclosure  of  Confidential  Information  and  Covenants.
       ------------------------------------------------------------

8.1    Confidential Information.  Consultant  acknowledges it is a policy of the
       ------------------------
Company  to  maintain  as  secret and confidential all information heretofore or
hereafter  acquired,  developed,  used  or useful to the Company relating to the
business,  operations,  technology  or  customers  of  the  Company  or  of  any
affiliates  of  the  Company,  including  without limitation, customer lists and
business  or trade secrets developed by or on behalf of the Company. (All of the
above  is  collectively  referred  to  as  "Confidential  Information").

Confidential  Information  does  not include information which is already public
knowledge  or  which can be obtained by reference to public sources.  Consultant
recognizes that all such Confidential Information is the property of the Company
and  agrees  that  except  as  required  by  the  duties  of  Consultant's
consultancy-engagement  with the Company shall never directly or indirectly use,
publish, disseminate or otherwise disclose any Confidential Information obtained
during  Consultant's  engagement  with  the  Company  without  the prior written
consent of the Company, it being understood that the terms of this Section shall
survive  the  term  of  this  Agreement.

8.2    Solicitation.  During  the term of his consultancy-engagement and for the
       ------------
period  of  twelve  (12)  months  thereafter,  Consultant  shall not (a) seek to
persuade,  directly  or  indirectly, any employees of the Company to discontinue
that  individual's  engagement  with  the  Company, or seek to persuade any such
employee  to  become employed in any activity similar to or competitive with the
activities of the Company, or (b) directly or indirectly solicit from any person
or  entity  who  was  a  customer  of  the  Company and with whom Consultant had
business  dealings  on behalf of the Company during the one-year period prior to
the  termination  of  Consultant's  consultancy-engagement any business which is
competitive  with the business activities of the Company in which Consultant was
engaged  on  behalf of the Company, or cause or authorize such solicitation, for
or  on  behalf  of  Consultant  or  any  third  party.

8.3    Unfair Competition.  Consultant  agrees that provisions of Sections 7 and
       ------------------
8  of  this  Agreement  are  reasonably  necessary  to protect the rights of the
Company  and  to prevent unfair competition.  The provisions of Sections 7 and 8
shall  apply  if Consultant's consultancy-engagement is terminated at the end of
the  term of this Agreement or otherwise.  The period of the covenants contained
in  Sections  7  and  8 shall be extended by any period of time during which the
court  or  arbitrator  shall  find  enforceable.

8.4    Records.  Upon  termination  of  this Agreement, all  documents, records,
       -------
files,  notebooks, and similar repositories containing the information described
in  Sections  7  and  8  of  this  Agreement,  including  all  copies,  then  in
Consultant's  possession,  whether  prepared  by  Consultant or others, shall be
immediately  returned  to  the  Company  by  Consultant.

9.     Injunctive Relief.  Consultant acknowledges that the breach or threatened
       -----------------
breach  of  any  of  the  nondisclosure  or  noncompetition  provisions or other
agreements  contained in this Agreement would give rise to irreparable injury to
the  Company,  which  injury would be inadequately compensable in money damages.
The  Company,  which  may,  therefore,  seek  and  obtain a restraining order or
injunction  prohibiting  the  breach  or  threatened  breach  of  any provision,
requirement or covenant of this Agreement.  In addition to and not in limitation
of  any  other  legal  remedies  which  may  be  available.

10.    Use  of  the  Company  Name.  The  use  of the  name or trademarks of the
       ---------------------------
Company  on  any  written  document, stationary, business cards, advertisements,
building  directory,  telephone directory, office door or in any other manner by
Consultant  shall  require  prior  written  consent  of  the  Company.

Consultant acknowledges that he has no and shall not acquire any right to any of
Company's  names, logos and/or trademarks and shall cease to use any use allowed
by  reason  of  this  Agreement  upon  termination  of  this  Agreement.

11.    Termination.  This  Agreement shall  terminate upon the occurrence of any
       -----------
of  the  following  events:

(a)     The  Company  may terminate the Consulting Agreement at any time without
cause  upon  ten  (10)  days  prior  written  notice.
(b)     The  Company reserves the right to terminate the Consulting Agreement at
any  time  for  cause.
(c)     Upon  termination  for  any  reason,  the  unearned  portion  of  the
Consultant's  stock  compensation,  as  described  in  Attachment  II,  shall
immediately  expire  and  be  forfeited.

12.    Independent  Contractor  Status.  Consultant  shall perform  duties under
       -------------------------------
this  Agreement  as  an independent contractor and not as an employee of Company
for  any purpose whatsoever.  Consultant shall not, in any manner whatsoever, or
for  any  purpose or reason, be deemed to be or be treated as an employee of the
Company.  Consultant  shall  not  be  eligible to participate, by reason of this
Agreement,  in  any  qualified  pension  plans of Company, or any other employee
fringe  benefits provided by the Company.  Company shall not withhold any local,
state  or federal taxes from Consultant's fee, nor shall Company be obligated to
make  any contributions to unemployment insurance or worker's compensation funds
on  behalf  of  Consultant.

13.    Representations  and  Warranties.  Company  and  Consultant  do  hereby
       --------------------------------
represent  and  warrant  to  each  other  that each is an entity duly organized,
validly  existing,  and  in  good  standing  under  the  laws  of  the  State of
California,  and  that  each has the full right, authority and legal capacity to
enter  into  and  perform  its  obligations  under  this Agreement, and that the
adoption  and  execution  of  this  Agreement  has been duly authorized by their
respective  representatives and that no further corporate action is necessary to
make  this  Agreement  valid  and  binding.

14.    Indemnification.  Consultant  shall  indemnify,  defend and  hold Company
       ---------------
harmless  from  and  against  any  and all losses, liabilities, damages, claims,
demands,  and  expenses  (including,  without  limitation, reasonable attorneys'
fees),  arising  out  of any negligence, gross negligence, willful misconduct or
violations  of  laws and regulations related to the consulting activities of the
Consultant or its employees, or representatives; provided Consultant is notified
promptly  in  writing  of  the claim after Company has notice of it, Company has
sole  control  over  its  defense or settlement, and Company provides reasonable
assistance  in  the  defense  of  the  same.
The  Company indemnifies the Consultant against any and all claims provided that
such  claim  did  not  arise  from  the  willful  negligence  of the Consultant.

15.    Arbitration.  In the event of any breach  arising from the performance of
       -----------
this  Agreement,  either  party  may  request  arbitration.  In  such event, the
parties will submit to arbitration by a qualified arbitrator with the definition
and  laws  of  the  state  of  California.  Such  arbitration shall be final and
binding  on  both  parties.

16.    Notices.  All  notices,  requests,  demands  and  other  communications
       -------
hereunder  shall be in writing and shall be deemed to have been duly given as if
personally  delivered  and properly addressed to the parties or their assigns at
the  following  addresses  (or  at such addresses as shall be give in the manner
herein  provided):

Company:
-------
FoneFriend,  Inc.
Attn:  President

2722  Loker  Ave.  W.,  Suite  G
Carlsbad,  CA  92008

Consultant:
----------
Winston  Johnson

8255  Beverly  Blvd.,  Suite  130
Los  Angeles,  CA  90048

17.    Attorneys'  Fee and Damages.  In the  event that either party shall bring
       ---------------------------
an  action  in connection with the performance, breach or interpretation of this
Agreement,  or  any  action  related to the transaction contemplated hereby, the
prevailing  party  in  such action, as may be determined by binding arbitration,
shall  be  entitled  to  recover  from  the losing party in such action, also as
determined  by  binding  arbitration  according  to  the  rules  of the American
Arbitration  Associate  applicable  to  such  action,  all  reasonable costs and
expenses  of  such  litigation, including attorneys' fees, court costs, costs of
investigation,  accounting,  and  other  costs  reasonably  related  to  such
litigation,  in  such  amount  as  may be determined.  Further, Company shall be
entitled  to  damage award(s) as determined by the court having jurisdiction due
to  loss  or market advantage in the event Consultant is proved to have violated
any  of  the  provisions  of  the  Non  Disclosure  Agreement.

18.    Applicable  Laws;  Severability.  The  parties  hereto  agree  that  this
       -------------------------------
Agreement  shall  be  governed  by  the laws of the State of California.  In the
event  that any of the provisions of this Agreement are held to be unenforceable
or  invalid,  the validity and enforceability of the remaining provisions hereof
shall  not  be  affected  thereby.

19.    Consultant  Confirmation.
       ------------------------

(a)     Consultant  confirms  that  he  has read and understands this Consulting
Agreement.
(b)     Consultant  represents  and  warrants  that  he  is  not  subject to any
non-competition obligation and that he is able to commence his position with the
Company  at  the  agreed  upon  date.

20.     Tax Consequences.  The parties  hereto understand that no tax advice has
        ----------------
been  rendered  regarding  the  consequences of this Agreement. Each party shall
consult  an  independent  tax  consultant  if  necessary.

Agreed  effective  as  of  the  date  last  written  below.

CONSULTANT                           COMPANY




/S/  Winston  Johnson                /S/  Jackelyn  Giroux
---------------------                ---------------------
Name:  Winston  Johnson              Name:  Jackelyn  Giroux
                                     Title: President

November1,  2003                     November1,  2003
----------------                     ----------------
Date                                 Date
<PAGE>

                                  ATTACHMENT I

                        Services Provided by Consultant
                        -------------------------------


1.     Consultant's  Responsibilities:  Consultant  shall  be  responsible  for
coordinating  an  alliance  which  shall  be  composed of LEC's, IXC's, Winsonic
Holdings,  and  Company  (the  "Alliance").  The  terms  and  conditions of said
Alliance  shall be set forth in the Strategic Alliance Agreement (the "Strategic
Alliance  Agreement")  to  be  executed by the parties no later than thirty (30)
days  from  the  date  of  this  Agreement.  The  Consultant,  together with the
Alliance,  will  collaborate  to  complete  the tasks described below within the
specified  amount  of  time.  Although  the  Consultant  shall  not  be  solely
responsible  for  completing said tasks, Consultant acknowledges that he plays a
critical  role in initiating, facilitating, and bringing to completion the tasks
described  below.

(A)     PROJECTS.
        --------

Definition Stage. Consultant shall collaborate with the Company and the Alliance
----------------
to  define  and complete all projects within approximately ninety (90) days from
the  date of this Agreement.  The Parties shall determine, as soon as reasonably
possible  the  following:

(1)     Project  name;
(2)     Project  goals;
(3)     Various  tasks  and  specifications  pursuant  to  the  goals;
(4)     Potential  customers;
(5)     Anticipated  revenue;
(6)     Task  allocation  and  the  staff  involved;
(7)     Development  and  testing  facilities;  and
(8)     Marketing  strategies.

Development  Stage.  Consultant  shall  collaborate with the Alliance to achieve
------------------
the  following  tasks  for  the  Company:

(1)     integration, engineering services required to make fully operational the
FoneFriend  system.
(2)     Enable  the  Company's  customers  to  initiate  and  complete  both
"FoneFriend-to-FoneFriend"  calls  and  "FoneFriend-to-Gateway"  calls.
(3)     Joint  development  of co-location facilities, internet connectivity and
call  completion  services  with  Level  3 or other similar, suitable providers.
(4)     Review  and  outline  for  the  functional,  scaleable operations of the
FoneFriend  VoIP  telephony  system  with  integration  of  peripheral services,
customer  billing  and  customer  service  software
(5)     Expansion  of  lab  system;  and
(6)     Pursuit  of  further  capital.
(7)     Acquisition on credit terms of all telecom equipment, including, but not
limited  to  billing & customer management system, gateway, radius, registration
and  connectivity  servers,  least  call  routing  equipment,  etc.

(B)     DEBT OR EQUITY FINANCING. Consultant shall collaborate with the Alliance
        ------------------------
and  the  Company's  brokers  to  raise  a  minimum  of  Three  Million  Dollars
($3,000,000)  in  the  next round of the Company's equity and/or debt financing.
Compensation  for  services  under  this  paragraph  1(b)  shall be set forth in
Attachment  III.

(C)     SALE  OF  COMPANY'S  PRODUCTS.  Consultant  shall  collaborate  with the
        -----------------------------
Alliance  and  Company  sales  groups  to  sell  Company's  existing  products.

(d)     Consultant  shall  use  his  best  efforts  to provide such engineering,
management,  marketing,  and other consulting services as may be assigned to him
from time to time by, and at the sole and exclusive discretion of, the President
(or  its  designee), and other officers of the Company.  Consultant shall render
his  advice  and  service  for  the  best  interest of the Company, applying his
knowledge  and  expertise.

(e)     Consultant shall remain an independent contractor free to use at his own
discretion  the  work time and methods of conduction his business and is not and
shall  not  be  construed  to  be  an  employee, partner, joint venturer, agent,
representative or participant of or with the Company pursuant to this Agreement.

(f)     Consultant's  best  efforts  shall  be  devoted  to  the  performance of
Consultant's  duties  hereunder in a manner which will faithfully and diligently
further  the  business  and  interests  of  Company.

2.     Company's  Review  of  Consultant's  Performance:

(a)     Every  month  the  Company shall evaluate the performance of Consultant.
Such  evaluation  shall  be  based  in  part  on  the  monthly  report  from the
Consultant.


<PAGE>
                                  ATTACHMENT II

                        Fees and Incentive Compensation
                        -------------------------------

1.     COMPENSATION.
       ------------

(a)     Retainer  Fee.  As  consideration  for  entering  into  this  Consulting
        -------------
Agreement,  Consultant  shall be paid a one-time fee of $5,000.00 in cash, which
Consultant  hereby  acknowledges  receipt  of  said  Retainer  Fee.

(b)     Stock  Service  Fee.  As  consideration  for  Consultant's  continuing
        -------------------
services  to  be  provided  to  the  Company  during the term of this Agreement,
Consultant  shall  be  entitled  to  receive:

(i)     A  monthly  service  fee payable in stock at the rate of twenty thousand
(20,000)  shares  of the Company's common stock for each month that services are
rendered  by  Consultant.  Said  stock shall be due and owing to Consultant on a
quarterly  basis (every 3 months) and shall be issued to Consultant on or before
the  end  of  the  month  following each calendar quarter in which services were
performed  by  Consultant;  and

(ii)    A one-time Project Completion fee payable in stock in the amount of one
hundred ten thousand (110,000) shares of the Company's common stock, which shall
be  due  and  owing  to  Consultant  upon  completion.

2.     SUBSCRIPTION  AGREEMENT.  All  fees payable in the form of stock to which
       -----------------------
Consultant  may  become entitled to under this Agreement shall be issued subject
to  the  Company's receipt of a properly executed subscription agreement, in the
standard  form  as  prepared by and acceptable to the Company. In the event this
Agreement  is  terminated  prior to its initial term, Consultant's right to earn
additional  fees  payable  in  stock  shall  cease  as  of  the date of any such
termination.

3.     RESPONSIBILITY  FOR  TAXES  AND  SOCIAL  SECURITY  CONTRIBUTIONS;
       -----------------------------------------------------------------
INDEMNIFICATION. Consultant will be responsible for paying his own income and/or
---------------
withholding  taxes and any and all health care and social security contribution,
and  shall  indemnify and hold the Company harmless form and against any and all
claims,  demands,  causes  of  action, losses, liabilities, judgements, damages,
obligations,  costs  or expenses, (including attorneys' fees), arising out of or
in  connection  with  any  acts or omissions of Consultant under this Agreement.

<PAGE>
                                 ATTACHMENT III

                    Compensation for Debt or Equity Financing
                    -----------------------------------------

Mr.  Winston  Johnson

RE:     Engagementof  Consultant
        ------------------------

The  purpose of this letter agreement ("Agreement") is to confirm the engagement
of  Mr.  Winston  Johnson  (hereinafter,  the  "Consultant") by FoneFriend, Inc.
(hereinafter, the "Company"), on a non-exclusive basis, to assist the Company in
its  efforts  to  raise capital funding of up to $3,000,000, either from certain
accredited  investors  ("Investment"), or the equivalent amount in the provision
of  services  from various third parties ("Service Providers"), or a combination
thereof  (hereinafter,  such  Investment and services from Service Providers are
collectively referred to as the "Financing Facility"), upon terms and conditions
which  are  solely  agreeable  to Company.  The individual financial and service
requirements that comprise the Financing Facility are described in schedule "A",
attached  hereto and made a part of this Agreement, and may be amended from time
to  time  with  such  other  amounts or items as may be determined and agreed to
between  Consultant  and  the Company.  The Company will issue up to six million
six  hundred  thousand  (6,600,000)  shares  of  its  common stock (hereinafter,
"Reserve  Shares")  for  Investment  and  to  various Service Providers, in such
amounts  as  are  calculated  and  set forth in accordance with Schedule "A", as
consideration  for  receipt  of  the  Financing  Facility.

     1.     -----     DELETED     -----

     2.     Services  to be rendered.  Upon engagement, the Consultant's primary
            ------------------------
task  shall  be  to  arrange for the procurement of all or part of the Financing
Facility.  Consultant  may  employ  the services of individuals or firms, at its
own discretion and expense, to perform the following services as the Company may
reasonably  request:

          (a)     Analysis.  Consultant  shall  perform  a  financial review and
                  --------
analysis  of  any  proposed  portion  of  the  Financing  Facility  arranged  by
Consultant  and  make  a full and accurate disclosure thereof to the Company for
its  review  and,  at  its  sole  discretion,  acceptance.

          (b)     Familiarization with the Company's Business.  Consultant shall
                  -------------------------------------------
familiarize  itself  with  the needs of the Company and its financial, marketing
and  business strategy.  In the course of such familiarization, Consultant shall
rely  on  (i)  information supplied by the Company, (ii) information supplied by
third  parties  employed  by  the  Company  (including, but not limited to other
consultants of the Company, accountants, legal counsel, other investment banking
institutions and others), (iii) information obtained as a result of Consultant's
independent  investigation,  and  (iv) information otherwise publicly available.
The  Company  shall  provide  Consultant  with  all  information  and  access to
responsible officers as Consultant shall, from time to time, reasonably request.

          (c)     Debt  and  Equity  Finance.  Consultant  shall  assist  in
                  --------------------------
determining  the  lender  and/or  equity  investor,  the  appropriate amount and
methodology  to obtain any portions of the Financing Facility for the purpose of
providing equity venture capital to fund acquisition of necessary infrastructure
for  Company  to  commence  operations of its global telecommunications over the
internet  market,  voice  product  and  service  telecommunications  business.

          (d)     Negotiations.  Consultant  will  work  with  and  assist  the
                  ------------
Company  and  other  designated  consultants in developing a general negotiating
strategy  and  tactics  for  accomplishing  the  Financing  Facility,  including
negotiations with potential lenders, investors and/or companies and institutions
(all  of  which  shall  be "accredited" investors, as that term is defined under
Rule  501  of  Regulation D of the Securities Act of 1933 (the "Act"), regarding
the  Financing  Facility.  Company  shall  have  the sole and exclusive right to
accept  or  reject  all prospects, Investment and Service Providers presented to
the  Company  by  Consultant.  The  Company  shall be solely responsible for the
completeness  and  accuracy of information supplied by Company to Consultant for
this  purpose.

          (e)  Placement.  On  a  best  efforts  basis,  Consultant shall locate
               ---------
potential  venture  capital  investment,  equipment  manufacturers  and vendors,
banking  firms and lending institutions on behalf of the Company, and assist the
Company  in  negotiating the terms of placement of a Financing Facility or other
appropriate  financial and/or services structure for the benefit of the Company.
Consultant  understands  that  any  securities  issued  in  connection  with the
Financing  Facility  shall  be  issued as restricted securities in reliance upon
exemptions  from  registration as set forth under Regulation D, or Sections 4(2)
or  4(6)  of  the  Act,  or  other federal of state securities regulations which
provide  a  similar  "safe  harbor"  exemption.

          (f)  Nature of Services.  Consultant  represents  and  agrees that the
               ------------------
Company  has entered into this Agreement based upon the services to be performed
by Consultant, under the terms of this Agreement, and that Consultant's services
are of a special, unique, extraordinary and intellectual character so as to give
them  a peculiar value to the Company, the loss of which cannot be reasonably or
adequately  compensated  in  damages in an action at law.  Therefore, Consultant
expressly  agrees  that the Company, in addition to any other rights or remedies
that  it may possess, shall be entitled to injunctive and other equitable relief
to  prevent  or  remedy  a  breach  of  this  Agreement  by  Consultant.

          (g)  Other  Services.  Consultant  shall  render  such  other services
               ---------------
as  shall  be  necessary  and appropriate in connection with the building of the
infrastructure and functionality of Company as requested by Company from time to
time.  In  addition,  if  requested  by the Company, Consultant shall assist the
Company  in  development of strategy in the appropriate areas necessary to carry
out  the  Company's  mandate  to  expand  the  business  to  meet the demand for
expansion of the Company's international and second tier voice over the internet
telecommunications  strategy.  This  obligation  shall  include  assisting  the
Company  in negotiating terms with other companies, persons or groups to fulfill
its  marketing  strategy.

          (h)  Limitation  of  Services.  Consultant  will  not  itself directly
               ------------------------
make  or solicit any offer to sell or purchase, or effectuate any actual sale or
purchase  of  any  securities  of  the  Company, and under no circumstances will
Consultant  act  as  a  "broker"  or  "agent" of the Company for purposes of the
Federal  securities  laws  or  the  securities  laws  of  any  state.

     3.     Term.  The  term of this Agreement shall be one hundred eighty (180)
            ----
days  from  the date hereof; subject, however, to the parties right to terminate
this  Agreement  as  provided  for  under  Section  7  hereof.  Thereafter, this
Agreement  shall  continue on a month-to-month basis until otherwise terminated.

     4.     Fees.  A fee shall be due and owing to  Consultant hereunder only in
            ----
the  event  that the Company issues any Reserve Shares for an Investment or to a
Service  Provider,  provided  that  any  such Investment or Service Provider was
procured  through  the  efforts  of  Consultant.  Consultant  acknowledges  and
understands  that  the  Company  has  engaged  other  consultants  that  will be
procuring  Investment  and/or  Service  Providers  relating  to  the  Financing
Facility.  Consultant  shall  be due a fee as described in Sections 4(a) through
4(d)  in  the  event that a Financing Facility is provided by a party who can be
verified,  to  the satisfaction of the Company, to have become familiar with the
Company  and  its  business,  through  the  efforts of the Consultant. No fee or
compensation  will  be  due Consultant for any portion of the Financing Facility
which is obtained for the Company through the efforts of another source or third
party  consultant.  For all services provided to the Company by Consultant under
this  Agreement,  the  Company  will  pay  Consultant  the  following  fees:

          (a)     Stock  Fee.  For  a  Financing  Facility  of  Three  Million
                  ----------
($3,000,000)  Dollars  (lesser  amounts  will  earn  a Fee on a pro-rata basis),
Consultant  shall be paid a fee in the form of shares of restricted common stock
of  the  Company  ("Stock Fee") in an amount equal to seven and one half percent
(7.5%)  of  any Reserve Shares issued by Company in accordance with Schedule "A"
as  consideration  for (i) a debt or equity Investment, or (ii) the provisioning
of  services  from  a Service Provider accepted and approved by the Company. The
Consultants  Stock  Fee  shall  be issued on a pro-rata basis and in like manner
with the Reserve Shares issued for the Financing Facility. The maximum amount of
shares  issued  hereunder  to  Consultant  as  the  Stock  Fee is 495,000 (i.e.,
6,600,000  Reserve  Shares  multiplied  times 7.5%), assuming all Reserve Shares
were  issued  solely  through  the  efforts  of  the  Consultant.

          (b)     All  shares  of stock issued to Consultant shall be restricted
shares  (with  the customary and usual restrictive legend heretofore used by the
Company),  and  shall  be  subject  to  the  Company's  receipt  of  appropriate
subscription  documents  as required by the Company.  Consultant may request the
Company  to  remove  the  restrictive  legend following two (2) years from issue
date,  provided Consultant shall comply with SEC Rule 144, or thereafter, if the
restrictive  legend is not removed within thirty (30) days, the Company will use
its  best  efforts  to  effect  their  registration  without  delay.

          (c)     Cash  Fee.  In  addition,  the  Company shall pay Consultant a
                  ---------
cash fee in an amount equal to five percent (5%) of any cash investment which is
obtained  for  the  Company  solely  through  the  efforts  of  Consultant.

     5.     Expenses.  Consultant  shall  be responsible  for  and  pay  its own
            --------
expenses  unless  otherwise approved, in advance in writing, by the Company. The
Company  shall  be  responsible  for  the expenses of preparation of the related
documents  necessary to complete the Financing Facility. Further, as a condition
to  reimbursement  of  any  approved  expenses,  Consultant shall provide actual
receipts  and adequate records and documentation of such expenses as is required
by  appropriate law for the substantiation of each such expense as an income tax
deduction  for  the  Company.

     6.     Indemnity.
            ---------

          (a)     Consultant agrees to indemnify and hold the Company and all of
its  officers,  directors,  employees,  affiliates,  agents,  accountants,  and
attorneys harmless from and against all losses, claims, damages, liabilities and
expenses  incurred  by the Company (including fees and disbursements of counsel)
which  are  related  to  or arise out of actions taken or omitted to be taken by
Consultant,  or any of its affiliates or agents, in connection with Consultant's
activities  under  this  Agreement,  including  claims  or  actions  under  the
Securities  Act  and  any  state  securities  laws,  and any claims of any third
parties  with  respect  to  the  compensation  payable  hereunder.

          (b)     Company agrees to indemnify and hold Consultant and all of its
officers,  directors,  employees, affiliates, agents, accountants, and attorneys
harmless  from and against all losses, claims, damages, liabilities and expenses
incurred  by  the Consultant (including fees and disbursements of counsel) which
are  related to or arise out of actions taken or omitted to be taken by Company,
or  any  of  its  affiliates  or agents, in connection with Company's activities
under  this  Agreement, including claims or actions under the Securities Act and
any  state  securities laws, and any claims of any third parties with respect to
the  compensation  payable  hereunder.

     7.     Termination  of Agreement.  Company or Consultant may terminate this
            -------------------------
Agreement  and  Consultant's engagement hereunder at any time without cause, and
without  any further obligation or liability for such termination, upon ten (10)
days  advance written notice to that effect to the other party.  Notwithstanding
the  foregoing,  should  Consultant  have  introduced the Company to a financing
source,  the  Company  agrees  that  should  the  Company enter into a Financing
Facility or transaction with such financing source within two (2) years from the
date  of  this  Agreement,  then and in such event, the Company agrees to pay to
Consultant  the  fees  as  provided  for  in  Section  4  above.

     8.     General  Provisions.
            -------------------

          (a)     Company's  Right  to  Reject  Financing  Facility  or
                  -----------------------------------------------------
Transaction(s).  The  Company  shall  have the sole right, at its discretion, to
--------------
accept  or  reject  any  offer  by a potential investor for an Investment, or to
retain  the  services  of  any  Service Provider in furtherance of the Financing
Facility,  whether  or not such Investment or Service Provider was identified or
procured  by  Consultant,  and, in the event of any rejection, the Company shall
not  be  liable  to  Consultant,  or  any  of its agents, for any fees, costs or
damages  of  any  kind whatsoever, regardless of the reasons for such rejection.
Company  reserves  the  right to accept Investment and/or Service Providers from
other  consultants  and/or  agents  working  on procuring the Financing Facility
without  any  obligation  or  liability  to  Consultant.

          (b)     Survival  of  Provisions.  The provisions of Sections 4, 6, 7,
                  ------------------------
8(b)  and  9  shall  Survive  termination  of  this  Agreement.

          (c)     Relationship  of  the Parties.  It is the intent of each party
                  -----------------------------
hereto  that  the  services  of  Consultant  will  be  provided  as  that  of an
independent  contractor  and,  as  such, they shall be responsible for and shall
indemnify  and  hold the Company harmless from any compensation of their agents,
employees  and  representatives,  as  well  as  all applicable withholding taxes
thereon,  including  unemployment  compensation  and  all workmen's compensation
insurance. This Agreement does not establish any employer-employee relationship,
nor  any  partnership,  joint  venture,  or other business entity or association
between  the  parties, and neither party is intended to have any interest in the
business  or  property  of  the  other.

          (e)     Notices. Any notices, requests, demands or other communication
                  -------
required  or  permitted hereunder shall be deemed properly given when personally
served  in writing, sent by facsimile transmission, provided that such facsimile
transmission  is  acknowledged  by  a  return  facsimile  transmission,  or when
deposited  in  the  United  States mail, postage prepaid, addressed to the other
party  at  the  following  address.


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

          If  to  Consultant:       Mr.  Winston  Johnson
                                    8255  Beverly  Blvd.,  Suite  130
                                    Los  Angeles,  CA  90048
                                    Fax:  (___)  ____  -  ______

     9.     Obligations of the Company.  Conditioned upon Consultant's execution
            --------------------------
of  a  separate  confidentiality  and  non-circumvention  agreement, the Company
acknowledges  and  agrees  that  it  has performed or will perform the following
undertakings,  agreements  and  covenants  in  connection  with this engagement:

          (a)     Make  Documents  Available.  Make  available  or cause to make
                  --------------------------
available  to  Consultant  (at  Company's  expense)  a  breakdown  of  Company's
financing  needs.

          (b)     Cooperation.  Cooperate  fully  with  Consultant in connection
                  -----------
with  its review and analysis and provide Consultant with such information which
Company  and  Consultant deems to be reasonably necessary in connection with the
Financing  Transaction  and  in  order to verify the accuracy of the information
provided  by  the  Company  (to  the  extent  that  the  Company  possesses such
information or can acquire it without unreasonable effort or expense).  Although
the  Company  will  endeavor  to  provide  Consultant  with  information that it
believes  is  accurate  and  complete  at  the  time  it  was  published,  no
representation  or warranty, expressed or implied, is made as to the accuracy or
completeness  of  any  information  supplied  to  Consultant (or any Indemnified
Parties)  by  the  Company and/or its agents. Further, nothing contained in such
information  furnished by the Company shall be relied upon by Consultant (or any
Indemnified  Parties)  as a promise or representation, whether as to the past or
the  future.

     10.    Arbitration.  Any  and  all  claims,  disputes,  controversies  or
            -----------
differences  arising  between the parties hereto in relation to or in connection
with  this  Agreement,  except  in  respect of Section 6, shall be determined by
Arbitration.  This arbitration shall be held in San Diego County, California and
conducted  in  accordance with the rules of the American Arbitration Association
before  a  panel of three arbitrators, of which one arbitrator shall be selected
by  each  party  hereto,  and  a third arbitrator shall be selected by other two
arbitrators.  The  decision of a majority of such arbitrators shall be final and
binding  upon  the  parties  hereto  and  may  be  enforced  by any court having
jurisdiction  over  the  subject  matter contained therein. The prevailing party
shall  be  entitled  to  payment  of  all  costs  and  expenses  related  to the
arbitration.

     11.    The  undersigned  represents to  Consultant that the undersigned has
the  authority  to execute this Agreement on behalf of the Company and that this
Agreement  will  be  fully  binding  on the Company.  Consultant and the Company
agree that this Agreement shall be construed and enforced in accordance with the
laws  of  the  State  of  California. This Agreement is not assignable by either
party.

     12.    This  Agreement may be  executed in two or more counterparts, and by
facsimile signatures, each of which shall be deemed an original but all of which
together  shall  be  one  and  the  same  instrument.

     Intending  to be legally bound, the parties have executed this Agreement as
of  the  day  and  year  first  written  above.

"COMPANY"
FoneFriend,  Inc.



By:  /S/  Jackelyn  Giroux
     ---------------------
     Jackelyn  Giroux
     President


ACCEPTED  AND  AGREED  TO:

"Consultant"
Mr.  Winston  Johnson



By:  /S/  Winston  Johnson
     ---------------------
     Winston  Johnson



<PAGE>
<TABLE>
<CAPTION>

                                               SCHEDULE "A"
                                               ------------
                                   COMPONENTS OF THE FINANCING FACILITY
                                   ------------------------------------

                                                                     DOLLAR     PCNT.    OFRESERVE
                                   1ST  MO.   2ND  MO.   3RD  MO.    VALUE    $3.0 MIL     SHARES
                                   --------   --------   --------   --------  --------   ---------
<S>                                <C>        <C>        <C>        <C>       <C>        <C>

1     Cash Loan                      50,000          -          -     50,000     1.67%     110,000
2     Product Inventory             300,000          -    305,000    605,000    20.17%   1,331,000
3     Roll Out - 100 units           10,000      5,000      5,000     20,000     0.67%      44,000
4     Marketing & Public Relations   10,000     20,000     20,000     50,000     1.67%     110,000
5     Customer Services                   -     50,000      2,000     52,000     1.73%     114,400
6     Fulfillment Services            2,500      5,000      8,000     15,500     0.52%      34,100
7     Network Services               20,000     45,000     25,000     90,000     3.00%     198,000
8     Deposits - Telcos              20,000     10,000          -     30,000     1.00%      66,000
9     Customer Management System     10,000     25,000     25,000     60,000     2.00%     132,000
10    Technical Support Services      5,000     15,000     20,000     40,000     1.33%      88,000
11    Product Improvements           25,000     50,000     55,000    130,000     4.33%     286,000
12    Accounting                     10,000      5,000      5,000     20,000     0.67%      44,000
13    Legal                          10,000      5,000      5,000     20,000     0.67%      44,000
14    SEC Compliance                 10,000     10,000     10,000     30,000     1.00%      66,000
15    Facilities                      6,000      6,000      6,000     18,000     0.60%      39,600
16    General Adminstration          25,000     35,000     40,000    100,000     3.33%     220,000
17    Consultants                    10,000     10,000     10,000     30,000     1.00%      66,000
18    Working Capital Reserve        50,000    100,000    120,000    270,000     9.00%     594,000
19    Hardware                       40,000     60,000     60,000    160,000     5.33%     352,000

         SUB-TOTAL                                                 1,790,500    59.68%   3,939,100

      2nd order production reserve                        350,000    350,000    11.67%     770,000
      Exclusive  License  Agreement            250,000               250,000     8.33%     550,000
      Cost of Funds                                                  300,000    10.00%     660,000
      Reserve Fund                                                   309,500    10.32%     680,900

         TOTAL                                                     3,000,000   100.00%   6,600,000


</TABLE>