EXHIBIT 10.13

THIS  SECURITY  HAS  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR  THE SECURITIES LAWS OF ANY STATE, AND IS
BEING  OFFERED  AND  SOLD  PURSUANT  TO  AN  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD
OR  TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  OR  PURSUANT  TO  AN  AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  OR  SUCH  OTHER  LAWS.

                           15 % CONVERTIBLE DEBENTURE
                             WITH WARRANTS ATTACHED


Company:             FoneFriend, Inc.
Company Address:     2722 Loker Avenue West, Suite G
                     Carlsbad, CA  92008
Date of Issue:       December 4, 2003
Maturity Date:       December 3, 2004
Principal Amount:    $100,000.00

FoneFriend,  Inc.,  a  Delaware  corporation,  and  any  successor  or resulting
corporation  by  way  of  merger,  consolidation,  sale  or  exchange  of all or
substantially  all  of  the  assets  or  otherwise  (the  "Company"),  for value
received,  hereby  promises  to  pay  to the Holder (as such term is hereinafter
defined),  or such other Person (as such term is hereinafter defined) upon order
of  the  Holder,  on  December  3,  2004,  or  such earlier date as provided for
hereunder  (the  "Maturity  Date"),  the  principal  sum of one hundred thousand
dollars  ($100,000),  together with simple annual interest thereon from the Date
of  Issue,  at  the  rate  of  fifteen  percent  (15%) per annum (the "Debenture
Interest  Rate"),  until  the  Principal  Amount  (as  such  term is hereinafter
defined)  and  all  accrued interest thereon has been paid in full. All interest
payable  on  the  Principal  Amount of this Debenture shall be calculated on the
basis  of  a  360-day  year  for  the  actual number of days elapsed. Payment of
interest  accruing  on  this  Debenture shall be due and payable on the Maturity
Date.  This  Debenture may be prepaid at any time prior to notice of conversion,
in  whole  or  in  part,  without  penalty.

Attached to this Debenture is a Warrant Agreement which provides the Holder with
the  right  to  acquire  up  to  two  hundred  thousand  (200,000) shares of the
Company's  Common Stock. The terms and conditions of the Warrant are governed by
the  Warrant  Agreement,  attached  hereto  as  Exhibit  B.

                                    ARTICLE 1
                                  DEFINITIONS

SECTION  1.1.  Definitions.  The  terms defined in this Article whenever used in
               -----------
this  Debenture  have  the  following  respective  meanings:

     (a)     "Business  Day"  means a day other than Saturday, Sunday or any day
on which banks located in the State of California are authorized or obligated to
close.

     (b)     "Common  Shares"  or  "Common  Stock" means shares of the Company's
Common  Stock.

     (c)     "Conversion"  or "conversion" means the repayment by the Company of
the  Principal  Amount  of  this  Debenture  and all accrued and unpaid interest
thereon  by  the  delivery of Common Stock on the terms provided in Section 3.2,
and  "convert,"  "converted,"  "convertible"  and  like  words  shall  have  a
corresponding  meaning.

     (d)     "Conversion  Date"  means  any Business Day which is ninety (90) or
more  days  after  the  Issue  Date on which all or any portion of the Principal
Amount  of  this  Debenture  can  be converted in accordance with the provisions
hereof.

     (e)     "Conversion  Notice"  means  a  written  notice  of  conversion
substantially  in  the  form  annexed  hereto  as  Exhibit  A.

     (f)     "Conversion  Price"  on  any  date  of  determination  means  the
applicable price for the conversion of this Debenture into Common Shares on such
day  as  set  forth  in  Section  3.1(a).

     (g)     "Date  of  Issue"  means  December  4,  2003.

     (h)     "Debenture"  means this 15% Convertible Debenture of the Company or
such  other  convertible  debenture(s)  exchanged  therefor  as  provided for in
Section  2.1.

     (i)     "Holder"  means Compass Capital Group, Inc., any successor thereto,
or  any  Person to whom this Debenture is subsequently transferred in accordance
with  the  provisions  hereof.

     (j)     "Market  Price"  per  Common Share means on any particular date the
closing  price  of  a  Common  Share on such day as reported on the NASDAQ OTCBB
Exchange;  provided  that, if such security is not listed or admitted to trading
on  the NASDAQ OTCBB, as reported on the principal national security exchange or
quotation  system  on  which  such  security  is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
securities  exchange or quotation system, the closing bid price of such security
on  the  over-the-counter market on the day in question as reported by Bloomberg
LP  or  a  similar  generally  accepted  reporting  service, as the case may be.

     (k)     "Maturity Date" means the earlier of December 3, 2004, or such date
as  the  Company's  registration  statement  on  Form  S-3  or  SB-2 is declared
effective  by  the  SEC.

     (l)     "Person"  means  an  individual,  a  corporation, a partnership, an
association,  a  limited  liability  company,  an  unincorporated  business
organization,  a  trust  or  other entity or organization, and any government or
political  subdivision  or  any  agency  or  instrumentality  thereof.

     (m)     "Principal  Amount"  means,  for  any  date  of  calculation,  the
principal  sum set forth in the first paragraph of this Debenture (but only such
principal  amount  as  to  which  the  Holder  has  not  theretofore furnished a
Conversion  Notice  in  compliance  with  Section  3.2).

     (n)     "Registration  Rights  Agreement"  means  that certain Registration
Rights Agreement of even date herewith by and between the Company and Holder, as
the same may be amended from time to time, in the form annexed hereto as Exhibit
C.

     (o)     "SEC"  means  the United States Securities and Exchange Commission.

     (p)     "Securities  Act" means the Securities Act of 1933, as amended, and
the  rules  and regulations of the SEC thereunder, all as in effect at the time.

     (q)     "Warrant"  of  "Warrant  Agreement"  means  that  certain  Warrant
Agreement  of  even  date herewith by and between the Company and Holder, as the
same  may be amended from time to time, in the form annexed hereto as Exhibit B.


                                    ARTICLE 2
                  TRANSFER, LOSS, ABSOLUTE OWNER AND REPAYMENT

SECTION  2.1.  Transfer  of  Debenture. The Holder may, at its option, surrender
               -----------------------
this  Debenture at the principal executive offices of the Company and receive in
exchange  therefor a Debenture or Debentures, each in the denomination of $5,000
or  an  integral  multiple  of $1,000 in excess thereof, dated as of the date of
this Debenture (which shall accrue interest from the Date of Issue), and payable
to  such  Person  or  order  as  may be designated by such Holder. The aggregate
Principal  Amount  of  the  Debenture or Debentures exchanged in accordance with
this  Section  2.1  shall  equal  the  aggregate unpaid Principal Amount of this
Debenture  as  of  the  date of such surrender; provided, however, that upon any
exchange  pursuant to this Section 2.1 there shall be filed with the Company the
name  and  address  for  all  purposes  hereof  of  the Holder or Holders of the
Debenture  or  Debentures  delivered  in  such  exchange.  This  Debenture, when
presented  for  registration of transfer or for exchange or conversion, shall be
duly  endorsed,  or  be accompanied by a written instrument of transfer (in form
reasonably  satisfactory  to  the  Company)  duly  executed,  by the Holder duly
authorized  in  writing.

SECTION  2.2.  Loss,  Theft,  Destruction of Debenture. Upon receipt of evidence
               ---------------------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Debenture  and,  in  the case of any such loss, theft or destruction, upon
receipt  of indemnity or security reasonably satisfactory to the Company, or, in
the  case  of  any  such  mutilation,  upon  surrender  and cancellation of this
Debenture,  the  Company  shall  make,  issue and deliver, in lieu of such lost,
stolen,  destroyed  or  mutilated  Debenture,  a new Debenture of like tenor and
unpaid Principal Amount dated as of the date hereof (which shall accrue interest
from the Date of Issue). This Debenture shall be held and owned upon the express
condition  that the provisions of this Section 2.2 are exclusive with respect to
the  replacement  of  a mutilated, destroyed, lost or stolen Debenture and shall
preclude  any  and  all  other  rights  and  remedies notwithstanding any law or
statute  existing  or  hereafter  enacted  to  the  contrary with respect to the
replacement  of negotiable instruments or other securities without the surrender
thereof.

SECTION  2.3.  Who  Deemed  Absolute  Owner.  The Company may deem the Person in
               ----------------------------
whose  name  this  Debenture  shall be registered upon the registry books of the
Company  to  be,  and  may  treat  it  as,  the absolute owner of this Debenture
(whether  or  not  this Debenture shall be overdue) for the purpose of receiving
payment  of  or  on  account  of the Principal Amount of this Debenture, for the
conversion  of  this Debenture and for all other purposes, and the Company shall
not  be  affected  by  any  notice  to  the contrary. All such payments and such
conversions  shall be valid and effectual to satisfy and discharge the liability
upon  this  Debenture to the extent of the sum or sums so paid or the conversion
or  conversions  so  made.

SECTION  2.4.  Repayment  at  Maturity.  At the Maturity Date, the Company shall
               -----------------------
repay  the  outstanding  Principal  Amount  of  this Debenture in whole in cash,
together  with all accrued and unpaid interest thereon, in cash, to the Maturity
Date.


                                    ARTICLE 3
                             CONVERSION OF DEBENTURE

SECTION  3.1.  Conversion;  Conversion Price; Valuation Event.  At the option of
               ----------------------------------------------
the  Holder,  this Debenture may be converted, either in whole or in part, up to
the  full  Principal Amount hereof (in increments of $1,000 in Principal Amount)
into Common Shares (calculated as to each such conversion to the nearest 1/100th
of  a  share), at any time and from time to time on any Business Day, subject to
compliance  with  Section  3.2.  The  number  of  Common  Shares into which this
Debenture  may  be  converted  is  equal  to:  (i)  the  Principal Amount of the
Debenture  and  all  accrued  interest  being  converted on the Conversion Date,
divided  by (ii) the Conversion Price.  The "Conversion Price" shall be equal to
seventy  five  percent  (75%) of the average of the Market Prices during the ten
(10)  Trading  Days  prior  to  Holder's  election  to  convert.

SECTION  3.2.  Exercise  of  Conversion  Privilege.
               -----------------------------------

     (a)     Conversion  of this Debenture may be exercised on any Business Day,
which  is  at  least  ninety  (90)  days  after the Issue Date, by the Holder by
telecopying  an  executed  and  completed Conversion Notice to the Company. Each
date  on  which  a  Conversion Notice is telecopied to the Company in accordance
with  the provisions of this Section 3.2 shall constitute a Conversion Date. The
Company  shall  convert  this  Debenture  and  issue  the Common Stock Issued at
Conversion  in the manner provided below in this Section 3.2, and all voting and
other rights associated with the beneficial ownership of the Common Stock issued
at Conversion shall vest with the Holder, effective as of the Conversion Date at
the  time  specified  in the Conversion Notice. The Conversion Notice also shall
state  the  name  or names (with addresses) of the persons who are to become the
holders  of  the  Common  Stock  issued  at  Conversion  in connection with such
conversion.  The  Holder  shall deliver this Debenture by express courier within
five  (5)  Business  Days  following the date on which the Conversion Notice was
transmitted  to the Company. Upon surrender for conversion, this Debenture shall
be  accompanied  by  a proper assignment hereof to the Company or be endorsed in
blank.  As promptly as practicable after the receipt of the Conversion Notice as
aforesaid,  but  in  any  event  not  more than five (5) Business Days after the
Company's  receipt  this Debenture properly endorsed for Conversion, the Company
shall  issue  and  deliver  to  Holder  (by  overnight courier) a certificate or
certificate(s)  representing  the number of Common Shares to which the Holder is
entitled  by  virtue  of  such  conversion,  along with any cash, as provided in
Section  3.3, in respect of any fraction of a Common Share deliverable upon such
conversion.

     Such  conversion shall be deemed to have been effected at the time at which
the  Conversion  Notice  indicates, and at such time the rights of the Holder of
this  Debenture,  as such (except if and to the extent that any Principal Amount
thereof  remains  unconverted),  shall cease and the Person and Persons in whose
name  or  names the Common Stock issued at Conversion shall be issuable shall be
deemed  to  have  become  the  holder  or holders of record of the Common Shares
represented  thereby,  and  all  voting  and  other  rights  associated with the
beneficial  ownership  of  such  Common Shares shall at such time vest with such
Person or Persons. The Conversion Notice shall constitute a contract between the
Holder  and the Company, whereby the Holder shall be deemed to subscribe for the
number  of  Common  Shares  which  it  will  be  entitled  to  receive upon such
conversion  and,  in payment and satisfaction of such subscription, to surrender
this  Debenture and to release the Company from all liability thereon (except if
and  to  the  extent  that  any  Principal  Amount thereof remains unconverted).

     (b)     If,  at  any  time after the Date of Issue, the Company challenges,
disputes  or  denies  the right of the Holder hereof to effect the conversion of
this  Debenture  into  Common  Shares  or  otherwise  dishonors  or  rejects any
Conversion Notice delivered in accordance with this Section 3.2, then the Holder
shall  have  the right, by written notice to the Company, to require the Company
to  promptly  redeem  the  Principal Amount of this Debenture, together with all
accrued  and unpaid interest thereon to the date of redemption. Under any of the
circumstances  set forth above, the Company shall be responsible for the payment
of  all  costs  and  expenses of the Holder, including reasonable legal fees and
expenses  incurred in defending itself in any such action or pursuing its rights
hereunder.

     (c)     The  Holder  shall be entitled to exercise its conversion privilege
notwithstanding  the  commencement of any case under the Bankruptcy Code. In the
event the Company is a debtor under the U.S. Bankruptcy Code, the Company hereby
waives to the fullest extent permitted any rights to relief it may have under 11
U.S.C.   362  in  respect  of  the  Holder's  conversion  privilege. The Company
agrees, without cost or expense to the Holder, to take or consent to any and all
action  necessary  to  effectuate  relief  under  11  U.S.C.   362.

SECTION  3.3.  Fractional  Shares.  No  fractional  Common  Shares  or  scrip
               ------------------
representing fractional Common Shares shall be delivered upon conversion of this
Debenture.  Instead  of  any  fractional  Common Shares which otherwise would be
delivered  upon  conversion  of  this  Debenture,  the  Company shall pay a cash
adjustment  in  respect of such fraction in an amount equal to the same fraction
multiplied  by the Market Price on the Conversion Date.  No cash payment of less
than  $1.00  shall  be required to be given unless specifically requested by the
Holder.

SECTION  3.4.  Surrender  of  Debentures.  Upon any redemption of this Debenture
               -------------------------
pursuant  to  Sections 3.2 or 6.2, or upon maturity pursuant to Section 2.4, the
Holder  shall  either  deliver  this  Debenture  by  hand  to the Company at its
principal executive offices or surrender the same to the Company at such address
by  nationally  recognized overnight courier. Payment of the redemption price or
the  amount  due  on  maturity  specified  in  Section 2.4, shall be made by the
Company  to  the  Holder  against receipt of this Debenture (as provided in this
Section  3.4) by wire transfer of immediately available funds to such account(s)
as the Holder shall specify by written notice to the Company. If payment of such
redemption  price  is not made in full by the redemption date, or the amount due
on  maturity  is  not  paid in full by the Maturity Date, the Holder shall again
have  the  right to convert this Debenture as provided in Article 3 hereof or to
declare  an  Event  of  Default.

SECTION  3.5.  Adjustments.  The  Conversion  Price  and  the  number  of shares
               -----------
deliverable  upon  conversion  of  this Debenture are subject to adjustment from
time  to  time  as  follows:

     Reclassification,  Etc.  In  case the Company shall reorganize its capital,
reclassify  its  capital stock, consolidate or merge with or into another Person
(where  the  Company  is  not  the  survivor  or  where  there is a change in or
distribution  with  respect  to  the Common Stock of the Company), sell, convey,
transfer  or  otherwise dispose of all or substantially all its property, assets
or  business to another Person, or effectuate a transaction or series of related
transactions  in  which more than fifty percent (50%) of the voting power of the
Company is disposed of (each, a "Fundamental Corporate Change") and, pursuant to
the  terms  of  such Fundamental Corporate Change, shares of common stock of the
successor  or  acquiring  corporation,  or  any  cash,  shares of stock or other
securities  or  property  of  any nature whatsoever (including warrants or other
subscription  or  purchase  rights) in addition to or in lieu of common stock of
the  successor or acquiring corporation ("Other Property") are to be received by
or distributed to the holders of Common Stock of the Company, then the Holder of
this  Debenture  shall  have  the  right thereafter, at its sole option, to: (x)
require  the  Company to prepay the Principal Amount of this Debenture, together
with  all  accrued and unpaid interest thereon to the date of prepayment, or (y)
receive  the  number  of  shares  of  common stock of the successor or acquiring
corporation  or  of  the  Company, if it is the surviving corporation, and Other
Property  as  is  receivable  upon  or as a result of such Fundamental Corporate
Change  by  a holder of the number of shares of Common Stock into which such the
outstanding  portion  of this Debenture may be converted at the Conversion Price
applicable  immediately  prior  to  such  Fundamental  Corporate  Change, or (z)
require  the Company, or such successor, resulting or purchasing corporation, as
the  case  may be, to, without benefit of any additional consideration therefor,
execute and deliver to the Holder a debenture with substantial identical rights,
privileges,  powers, restrictions and other terms as this Debenture in an amount
equal  to  the amount outstanding under this Debenture immediately prior to such
Fundamental  Corporate  Change.  For  purposes  hereof,  "common  stock  of  the
successor  or  acquiring corporation" shall include stock of such corporation of
any  class which is not preferred as to dividends or assets over any other class
of  stock  of  such corporation and which is not subject to prepayment and shall
also  include any evidences of indebtedness, shares of stock or other securities
which  are  convertible  into  or  exchangeable  for  any  such  stock,  either
immediately  or  upon  the  arrival  of  a  specified date or the happening of a
specified  event  and  any warrants or other rights to subscribe for or purchase
any  such  stock.  The  foregoing provisions shall similarly apply to successive
Fundamental  Corporate  Changes.


                                    ARTICLE 4
                        STATUS; RESTRICTIONS ON TRANSFER

SECTION  4.1.  Status  of  Debenture.  This Debenture constitutes a legal, valid
               ---------------------
and  binding obligation of the Company, enforceable in accordance with its terms
subject, as to enforceability, to general principles of equity and to principles
of  bankruptcy,  insolvency,  reorganization  and  other similar laws of general
applicability relating to or affecting creditors' rights and remedies generally.

SECTION  4.2.  Restrictions  on Transfer.  This Debenture, and any Common Shares
               -------------------------
deliverable  upon  the  conversion  hereof,  have  not been registered under the
Securities  Act.  The  Holder  by  accepting  this  Debenture  agrees  that this
Debenture  and the shares of Common Stock to be acquired as interest on and upon
conversion of this Debenture may not be assigned or otherwise transferred unless
and  until  (i)  the  Company has received the opinion of counsel for the Holder
that  this  Debenture  or  such shares may be sold pursuant to an exemption from
registration  under the Securities Act or (ii) a registration statement relating
to  this  Debenture or such shares of Common Stock underlying this Debenture has
been  filed  by  the  Company  and  declared  effective  by  the  SEC.

     Each  certificate  for  shares  of Common Stock deliverable hereunder shall
bear  a  legend  as  follows  unless  and  until  such securities have been sold
pursuant  to  an  effective  registration  statement  under  the Securities Act:

     "The  securities  represented  by this certificate have not been registered
under  the  Securities  Act  of  1933,  as  amended  (the "Securities Act"). The
securities may not be offered for sale, sold or otherwise transferred except (i)
pursuant to an effective registration statement under the Securities Act or (ii)
pursuant  to  an exemption from registration under the Securities Act in respect
of  which  the  issuer  of  this  certificate has received an opinion of counsel
satisfactory  to  the  issuer  of this certificate to such effect. Copies of the
agreement covering both the purchase of the securities and restrictions on their
transfer  may  be  obtained  at no cost by written request made by the holder of
record  of  this  certificate to the issuer of this certificate at the principal
executive  offices  of  the  issuer  of  this  certificate."


                                    ARTICLE 5
                                    COVENANTS

SECTION  5.1.  Conversion. The Company shall cause the transfer agent, not later
               ----------
than  five (5) Business Days after the Company's receipt of a Conversion Notice,
to  issue  and  deliver to the Holder the requisite shares of Common Stock to be
issued  upon  Conversion. Such delivery shall be by overnight courier.  Further,
if  a  Registration  Statement  covering  the  Common  Stock  has  been declared
effective  by  the  SEC,  the  Common  Stock shall be issued without restrictive
endorsement.

SECTION  5.2.  Notice  of  Default.  If  any  one  or  more  events  occur which
               -------------------
constitute  or  which,  with notice, lapse of time, or both, would constitute an
"Event  of Default" (as such term is hereafter defined below), the Company shall
forthwith  give  notice  to  the Holder, specifying the nature and status of the
Event  of  Default  or  such  other  event(s),  as  the  case  may  be.

SECTION  5.3.  Payment  of  Obligations.  So  long  as  this  Debenture shall be
               ------------------------
outstanding,  the Company shall pay, extend, or discharge at or before maturity,
all  its  respective  material  obligations  and liabilities, including, without
limitation,  tax  liabilities,  except  where  the same may be contested in good
faith  by  appropriate  proceedings.

SECTION  5.4.  Compliance  with  Laws.  So  long  as  this  Debenture  shall  be
               ----------------------
outstanding,  the  Company  shall  comply  with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities, except for such
noncompliance  which  would  not have a material adverse effect on the business,
properties,  prospects,  condition  (financial  or  otherwise)  or  results  of
operations  of  the  Company.

SECTION  5.5.  Inspection  of  Property,  Books  and  Records.  So  long as this
               ----------------------------------------------
Debenture  shall  be  outstanding, the Company shall keep proper books of record
and  account  in  which  full,  true  and  correct  entries shall be made of all
material  dealings  and  transactions in relation to its business and activities
and  shall  permit duly authorized representatives of the Holder at the Holder's
expense  to  visit  and inspect any of its respective properties, to examine and
make  abstracts  from  any  of  its respective books and records, not reasonably
deemed  confidential  by  the  Company,  and  to discuss its respective affairs,
finances and accounts with its respective officers, all at such reasonable times
and  as  often  as  may  reasonably  be  requested  in  writing.


                                    ARTICLE 6
                                    REMEDIES

SECTION  6.1.  Events of Default.  "Event of Default" wherever used herein means
               -----------------
any  one  of  the  following  events:

     (a)     the  Company  shall default in the payment of principal or interest
on this Debenture as and when the same shall be due and payable and such default
shall  continue  for ten (10) Business Days after the date such payment was due,
or  the  Company  shall  fail  to  perform  or  observe  in  any other covenant,
agreement,  term, provision, undertaking or commitment under this Debenture, the
Warrant or the Registration Rights Agreement and such default shall continue for
a  period of ten (10) Business Days after the delivery to the Company of written
notice  that  the  Company  is  in  default  hereunder  or  thereunder;

     (b)     any  of  the  representations  or  warranties  made  by the Company
herein, in the Warrant or Registration Rights Agreement or in any certificate or
financial or other written statements heretofore or hereafter furnished by or on
behalf  of  the  Company  in  connection with the execution and delivery of this
Debenture,  the  Warrants or the Registration Rights Agreement shall be false or
misleading  in  a  material  respect  on  the  Date  of  Issue;

     (c)     under the laws of any jurisdiction not otherwise covered by clauses
(iv)  and  (v) below, the Company (A) becomes insolvent or generally not able to
pay its debts as they become due, (B) admits in writing its inability to pay its
debts  generally or makes a general assignment for the benefit of creditors, (C)
institutes or has instituted against it any proceeding seeking (x) to adjudicate
it  a  bankrupt  or  insolvent,  (y)  liquidation,  winding-up,  reorganization,
arrangement,  adjustment,  protection,  relief or composition of it or its debts
under  any  law  relating to bankruptcy, insolvency, reorganization or relief of
debtors  including  any  plan  of  compromise  or arrangement or other corporate
proceeding involving or affecting its creditors or (z) the entry of an order for
relief  or the appointment of a receiver, trustee or other similar person for it
or for any substantial part of its properties and assets, and in the case of any
such  official  proceeding  instituted  against  it  (but not instituted by it),
either  the  proceeding  remains  undismissed or unstayed for a period of ninety
(90)  calendar  days, or any of the actions sought in such proceeding (including
the  entry  of  an order for relief against it or the appointment of a receiver,
trustee,  custodian or other similar official for it or for any substantial part
of  its  properties  and  assets)  occurs  or  (D) takes any corporate action to
authorize  any  of  the  above  actions;

     (d)     the  entry  of  a decree or order by a court having jurisdiction in
the  premises  adjudging  the  Company  a bankrupt or insolvent, or approving as
properly  filed  a  petition  seeking reorganization, arrangement, adjustment or
composition  of  or  in respect of the Company under the U.S. Bankruptcy Code or
any other applicable Federal or state law, or appointing a receiver, liquidator,
assignee,  trustee or sequestrator (or other similar official) of the Company or
of  any  substantial  part  of  its  property,  or  ordering  the  winding-up or
liquidation  of  its  affairs,  and  any  such  decree or order continues and is
unstayed  and  in  effect  for  a  period  of  ninety  (90)  calendar  days;

     (e)     the  institution  by the Company of proceedings to be adjudicated a
bankrupt  or insolvent, or the consent by it to the institution of bankruptcy or
insolvency  proceedings  against it, or the filing by it of a petition or answer
or  consent  seeking  reorganization  or relief under the Bankruptcy Code or any
other applicable federal or state law, or the consent by it to the filing of any
such petition or to the appointment of a receiver, liquidator, assignee, trustee
or sequestrator (or other similar official) of the Company or of any substantial
part  of  its  property, or the making by it of an assignment for the benefit of
creditors,  or  the admission by it in writing of its inability to pay its debts
generally  as and when they become due, or the taking of corporate action by the
Company  in  furtherance  of  any  such  action;

     (f)     a  final judgment or final judgments for the payment of money shall
have  been  entered by any court or courts of competent jurisdiction against the
Company  and  remains undischarged for a period (during which execution shall be
effectively  stayed)  of  sixty (60) days, provided that the aggregate amount of
all  such  judgments  at  any  time outstanding (to the extent not paid or to be
paid, as evidenced by a written communication to that effect from the applicable
insurer,  by  insurance)  exceeds  One  Hundred  Thousand  Dollars  ($100,000);

     (g)     it  becomes  unlawful for the Company to perform or comply with its
obligations  under  this  Debenture,  the  Warrant Agreement or the Registration
Rights  Agreement  in  any  respect;

     (h)     the  Common  Shares  shall  be  delisted from the NASDAQ OTCBB (the
"Trading  Market"  or,  to  the  extent the Company becomes eligible to list its
Common  Stock  on any other national security exchange or quotation system, upon
official  notice  of listing on any such exchange or system, as the case may be,
it  shall  be  the  "Trading  Market")  or suspended from trading on the Trading
Market,  and shall not be reinstated, relisted or such suspension lifted, as the
case  may  be,  within  fifteen  (15)  days  or;

     (i)     the  Company  shall  default (giving effect to any applicable grace
period)  in  the  payment  of  principal  or interest as and when the same shall
become  due  and  payable,  under  any  indebtedness,  individually  or  in  the
aggregate,  of  more  than  Two  Hundred  Fifty  Thousand  Dollars  ($250,000);

SECTION  6.2.  Acceleration  of Maturity; Rescission and Annulment.  If an Event
               ---------------------------------------------------
of Default occurs and is continuing, then and in every such case the Holder may,
by a notice in writing to the Company, rescind any outstanding Conversion Notice
and declare that all amounts owing or otherwise outstanding under this Debenture
are  immediately  due  and  payable  and upon any such declaration the Principal
Amount  of this Debenture, together with all accrued and unpaid interest thereon
to  the  date  of  payment,  shall  become  immediately due and payable in cash;
provided, however, in the case of any Event of Default described in clauses (c),
(d),  (e)  or  (g)  of  Section  6.1,  such  amount  automatically  shall become
immediately  due  and payable without the necessity of any notice or declaration
as  aforesaid.

SECTION  6.3.  Maximum  Interest  Rate.  Notwithstanding  anything herein to the
               -----------------------
contrary,  if  at  any  time the applicable interest rate as provided for herein
shall exceed the maximum lawful rate which may be contracted for, charged, taken
or  received  by  the Holder in accordance with any applicable law (the "Maximum
Rate"),  the  rate  of interest applicable to this Debenture shall be limited to
the  Maximum  Rate.  To  the greatest extent permitted under applicable law, the
Company  hereby  waives and agrees not to allege or claim that any provisions of
this Debenture could give rise to or result in any actual or potential violation
of  any  applicable  usury  laws.

SECTION  6.4.  Remedies Not Waived. No course of dealing between the Company and
               -------------------
the  Holder  or  any delay in exercising any rights hereunder shall operate as a
waiver  by  the  Holder.


                                    ARTICLE 7
                                  MISCELLANEOUS

SECTION  7.1.  Notice  of  Certain Events.  In the case of the occurrence of any
               --------------------------
event  described in Section 3.5 of this Debenture, the Company shall cause to be
mailed  to the Holder of this Debenture at its last address as it appears in the
Company's  security  registry, at least twenty (20) days prior to the applicable
record,  effective  or expiration date hereinafter specified (or, if such twenty
(20)  days'  notice  is not possible, at the earliest possible date prior to any
such  record,  effective  or  expiration  date), a notice thereof, including, if
applicable, a statement of (y) the date on which a record is to be taken for the
purpose  of such dividend, distribution, issuance or granting of rights, options
or warrants, or if a record is not to be taken, the date as of which the holders
of  record  of  Common  Stock  to  be  entitled  to such dividend, distribution,
issuance  or granting of rights, options or warrants are to be determined or (z)
the  date on which such reclassification, consolidation, merger, sale, transfer,
dissolution,  liquidation or winding-up is expected to become effective, and the
date  as  of which it is expected that holders of record of Common Stock will be
entitled  to  exchange  their  shares  for  securities,  cash  or other property
deliverable  upon  such  reclassification, consolidation, merger, sale transfer,
dissolution,  liquidation  or  winding-up.

SECTION  7.2.  Register.  The  Company  shall  keep  at  its  principal office a
               --------
register  in  which  the  Company  shall  provide  for  the registration of this
Debenture. Upon any transfer of this Debenture in accordance with Articles 2 and
4  hereof,  the  Company shall register such transfer on the Debenture register.

SECTION  7.3.  Withholding.  To  the  extent  required  by  applicable  law, the
               -----------
Company may withhold amounts for or on account of any taxes imposed or levied by
or  on  behalf  of any taxing authority in the United States having jurisdiction
over  the  Company  from  any  payments  made  pursuant  to  this  Debenture.

SECTION  7.4.  Transmittal  of  Notices.  Except  as  may  be otherwise provided
               ------------------------
herein,  any  notice  or  other  communication or delivery required or permitted
hereunder  shall  be  in  writing  and shall be delivered personally, or sent by
telecopy  or  facsimile  machine or by a nationally recognized overnight courier
service,  and shall be deemed given when so delivered personally, or by telecopy
machine  or  overnight  courier  service  as  follows:

     if  to  the  Company:     FoneFriend,  Inc.
                               2722  Loker  Avenue  West,  Suite  G
                               Carlsbad,  CA  92008
                               Tel:  (760)  607-2330
                               Fax:  (760)  607-2334

     if  to  the  Holder:      Compass  Capital  Group,  Inc.
                               40  Wall  Street,  26th  Floor
                               New  York,  NY  10005
                               Tel:  (212)  480-4444
                               Fax:  (212)  480-7699

     Each  of  the  Holder  or  the  Company may change the foregoing address by
notice  given  pursuant  to  this  Section  7.4.

SECTION  7.5.  Attorneys'  Fees.  Should any party hereto employ an attorney for
               ----------------
the  purpose of enforcing or construing this Agreement, or any judgment based on
this  Agreement,  in  any  legal  proceeding  whatsoever,  including insolvency,
bankruptcy,  arbitration, declaratory relief or other litigation, the prevailing
party  shall  be  entitled  to  receive  from the other party or parties thereto
reimbursement  for  all  reasonable  attorneys'  fees  and all reasonable costs,
including  but  not  limited to service of process, filing fees, court and court
reporter  costs,  investigative  costs, expert witness fees, and the cost of any
bonds,  whether taxable or not, and that such reimbursement shall be included in
any  judgment  or  final order issued in that proceeding. The "prevailing party"
means  the  party  determined  by  the  court  to  most  nearly  prevail and not
necessarily  the  one  in  whose  favor  a  judgment  is  rendered.

SECTION  7.6.  Governing Law.  This Debenture shall be governed by and construed
               -------------
in  accordance  with the laws of the State of Delaware, without giving effect to
conflicts of laws thereof. The Company and the Holder hereby irrevocably submits
to  the  exclusive  jurisdiction  of the state and federal courts sitting in the
City  of  Los Angeles, California, for the adjudication of any dispute hereunder
or  in  connection  herewith  or  with  any  transaction  contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit,  action  or proceeding, any claim that it is not personally subject to the
jurisdiction  of  any  such  court,  or  that such suit, action or proceeding is
improper.  Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding by receiving a copy thereof sent to the Company at the address in
effect  for  notices  to  it  under this instrument and agrees that such service
shall  constitute  good  and  sufficient  service of process and notice thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process  in  any manner permitted by law. Each party waives its right to a trial
by  jury.

     IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be
duly executed by a duly authorized officer as of the date first above indicated.


                       FONEFRIEND,  INC.




               By:     /s/ Jackelyn Giroux
                       -------------------
               Name:   Jackelyn Giroux
               Title:  President

<PAGE>

                                    EXHIBIT A
                                    ---------

                              NOTICE OF CONVERSION
                              --------------------

TO:  FoneFriend, Inc.
(To  be  Executed  by  the  Registered Holder in order to Convert the Debenture)

The  undersigned  hereby elects to convert the attached Debenture into shares of
Common Stock, $.001 par value, per share, of FoneFriend, Inc. (the "Company") in
accordance  with  the  terms  and  conditions  of  the Debenture, as of the date
written  below.

If  shares  are to be issued in the name of a person other than undersigned, the
undersigned  will  pay  all  transfer  taxes payable with respect thereto and is
delivering  herewith  such  certificates and opinions as reasonably requested by
the  Company  in  accordance therewith. No fee will be charged to the holder for
any  conversion,  except  for  such  transfer  taxes,  if  any.

Conversion calculations:
-----------------------


                                  ----------------------------------------------
                                  Date to Effect Conversion


                                  ----------------------------------------------
                                  Principal Amount of Notes to be Converted


                                  ----------------------------------------------
                                  Remaining Principal Amount of Notes


                                  ----------------------------------------------
                                  Number of shares of Common Stock to be Issued


                                  ----------------------------------------------
                                  Applicable Conversion Price


                                  ----------------------------------------------
                                  Signature


                                  ----------------------------------------------
                                  Name


                                  ----------------------------------------------
                                  Address


ACCEPTED AND AGREED:
FONEFRIEND, INC.


By:     ______________________________
Name:
Title:

<PAGE>

                                    EXHIBIT B

                                WARRANT AGREEMENT
                                -----------------


THESE  SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE  COMMISSION  OR  THE  SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION  FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT  OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN  WHICH  SUCH  OFFER  OR  SOLICITATION  WOULD  BE UNLAWFUL. THE SECURITIES ARE
"RESTRICTED"  AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
ACT  PURSUANT  TO  REGISTRATION  OR  EXEMPTION  THEREFROM.


                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                  TO PURCHASE 200,000 SHARES OF COMMON STOCK OF

                                FONEFRIEND, INC.

THIS  CERTIFIES  that,  for  value received, Compass Capital Group, Inc., or its
assigns  (the  "INVESTOR"),  is  entitled,  upon  the  terms  and subject to the
conditions  hereinafter  set forth, at any time on or after the date hereof (the
"ISSUANCE  DATE")  and on or prior to December 31, 2004 (the "TERMINATION DATE")
but  not  thereafter,  to  subscribe  for  and purchase from FONEFRIEND, INC., a
Delaware  corporation  (the "COMPANY"), two hundred thousand (200,000) shares of
Common  Stock  (the "WARRANT SHARES"). The purchase price of one share of Common
Stock  (the  "EXERCISE PRICE") under this Warrant shall be Twenty Cents ($0.20).
The Exercise Price and the number of shares for which the Warrant is exercisable
shall  be subject to adjustment as provided herein. This Warrant is being issued
in connection with the Debenture issued to Investor dated as of December 4, 2003
(the  "DEBENTURE").  In  the  event  of  any  conflict between the terms of this
Warrant  and  the  Debenture,  the  terms  of  the  Debenture shall control. All
capitalized  terms  not  hereinafter defined shall have that meaning assigned to
them  in  the  Debenture;  and

1.   TITLE  OF WARRANT. Prior to the expiration hereof and subject to compliance
     with  applicable  laws,  this  Warrant  and  all  rights  hereunder  are
     transferable,  in  whole or in part, at the office or agency of the Company
     by  the  holder  hereof  in  person  or  by  duly authorized attorney, upon
     surrender  of this Warrant together with the Assignment Form annexed hereto
     properly  executed.

2.   AUTHORIZATION  OF  SHARES.  The Company covenants that all shares of Common
     Stock  which  may be issued upon the exercise of rights represented by this
     Warrant  will,  upon exercise of the rights represented by this Warrant, be
     duly authorized, validly issued, fully paid and nonassessable and free from
     all  taxes,  liens  and charges in respect of the issue thereof (other than
     taxes  in  respect  of  any  transfer occurring contemporaneously with such
     issue).

3.   EXERCISE  OF  WARRANT.  Exercise of the purchase rights represented by this
     Warrant  may  be made at any time or times, in whole or in part, before the
     close  of  business  on the Termination Date, or such earlier date on which
     this  Warrant  may  terminate  as  provided  in  paragraph 11 below, by the
     surrender  of  this  Warrant  to  the  office of the Company (or such other
     office or agency of the Company as it may designate by notice in writing to
     the registered holder hereof at the address of such holder appearing on the
     books  of the Company) and upon payment of the Exercise Price of the shares
     of  Common  Stock  thereby  purchased  whereupon the holder of this Warrant
     shall  be  entitled  to  receive  a certificate for the number of shares of
     Common  Stock  so  purchased.  Certificates  for  shares  of  Common  Stock
     purchased hereunder shall be delivered to the holder hereof within five (5)
     Business  Days  after  the  date  on  which  this  Warrant  shall have been
     exercised  as aforesaid. Payment of the Exercise Price of the shares may be
     by  certified  check  or  cashier's  check or by wire transfer (of same day
     funds)  to  the Company in an amount equal to the Exercise Price multiplied
     by  the  number  of  shares  being  purchased.

4.   NO  FRACTIONAL  SHARES OR SCRIP. No fractional shares or scrip representing
     fractional  shares  shall  be  issued upon the exercise of this Warrant. In
     lieu  of  issuing  fractional  shares,  the  Company  shall round up to the
     nearest  whole share the number of Warrant Shares due upon exercise of this
     Warrant.

5.   CHARGES,  TAXES AND EXPENSES. Issuance of certificates for shares of Common
     Stock upon the exercise of this Warrant shall be made without charge to the
     holder  hereof for any issue or transfer tax or other incidental expense in
     respect  of  the  issuance  of  such  certificate,  all  of which taxes and
     expenses  shall  be  paid  by  the  Company, and such certificates shall be
     issued  in  the name of the holder of this Warrant or in such name or names
     as  may  be directed by the holder of this Warrant; PROVIDED, HOWEVER, that
     in  the event certificates for shares of Common Stock are to be issued in a
     name  other  than the name of the holder of this Warrant, this Warrant when
     surrendered  for  exercise  shall  be  accompanied  by  the Assignment Form
     attached  hereto  duly executed by the holder hereof; and PROVIDED FURTHER,
     that  upon  any  transfer  involved  in  the  issuance  or  delivery of any
     certificates  for  shares  of  Common  Stock, the Company may require, as a
     condition  thereto, the payment of a sum sufficient to reimburse it for any
     transfer  tax  incidental  thereto.

6.   CLOSING  OF  BOOKS. The Company will at no time close its shareholder books
     or  records in any manner which interferes with the timely exercise of this
     Warrant.

7.   NO  RIGHTS AS SHAREHOLDER UNTIL EXERCISE. This Warrant does not entitle the
     holder  hereof to any voting rights or other rights as a shareholder of the
     Company  prior  to  the  exercise  thereof. If, however, at the time of the
     surrender  of this Warrant and purchase the holder hereof shall be entitled
     to exercise this Warrant, the shares so purchased shall be and be deemed to
     be issued to such holder as the record owner of such shares as of the close
     of  business  on  the date on which this Warrant shall have been exercised.

8.   ASSIGNMENT  AND  TRANSFER  OF  WARRANT. This Warrant may be assigned by the
     surrender  of  this  Warrant  and  the  Assignment Form annexed hereto duly
     executed  at  the  office of the Company (or such other office or agency of
     the  Company  as  it  may  designate by notice in writing to the registered
     holder  hereof  at the address of such holder appearing on the books of the
     Company);  PROVIDED,  HOWEVER,  that  this  Warrant  may  not  be resold or
     otherwise  transferred  except  (i)  in  a transaction registered under the
     Securities  Act,  or  (ii)  in  a  transaction pursuant to an exemption, if
     available, from such registration and whereby, if requested by the Company,
     an opinion of counsel reasonably satisfactory to the Company is obtained by
     the holder of this Warrant to the effect that the transaction is so exempt.

9.   LOSS,  THEFT,  DESTRUCTION OR MUTILATION OF WARRANT. The Company represents
     and  warrants  that  upon  receipt  by  the  Company of evidence reasonably
     satisfactory  to  it  of  the loss, theft, destruction or mutilation of any
     Warrant or stock certificate, and in case of loss, theft or destruction, of
     indemnity or security reasonably satisfactory to it, and upon reimbursement
     to  the  Company  of  all  reasonable expenses incidental thereto, and upon
     surrender  and  cancellation  of  such  Warrant  or  stock  certificate, if
     mutilated,  the  Company  will  make  and  deliver  a  new Warrant or stock
     certificate  of  like  tenor  and dated as of such cancellation, in lieu of
     this  Warrant  or  stock  certificate.

10.  SATURDAYS,  SUNDAYS,  HOLIDAYS,  ETC.  If the last or appointed day for the
     taking  of  any  action  or the expiration of any right required or granted
     herein shall be a Saturday, Sunday or a legal holiday, then such action may
     be  taken  or  such right may be exercised on the next succeeding day not a
     legal  holiday.

11.  ADJUSTMENTS.  The Exercise Price shall be adjusted as provided for below in
     this Section (the Exercise Price, and the Exercise Price as thereafter then
     adjusted,  shall  be  included in the definition of Exercise Price) and the
     Exercise  Price from time to time shall be further adjusted as provided for
     below  in  this  Section.  Upon  each adjustment of the Exercise Price, the
     Investor  shall  thereafter  be  entitled  to receive upon exercise of this
     Warrant,  at  the Exercise Price resulting from such adjustment, the number
     of shares of Common Stock obtained by (i) multiplying the Exercise Price in
     effect  immediately  prior  to  such  adjustment by the number of shares of
     Common Stock purchasable hereunder immediately prior to such adjustment and
     (ii) dividing the product thereof by the Exercise Price resulting from such
     adjustment.  The  Exercise  Price  shall  be  adjusted  in  the  following
     circumstances:

     (a)     In the case  of any  amendment  to  the  Company's  Certificate  of
Incorporation  to  change  the  designation  of  the Common Stock or the rights,
privileges,  restrictions  or  conditions  in  respect  to  the  Common Stock or
division  of  the  Common Stock, this Warrant shall be adjusted so as to provide
that upon exercise thereof, the Investor shall receive, in lieu of each share of
Common  Stock  theretofore  issuable  upon such exercise, the kind and amount of
shares,  other  securities, money and property receivable upon such designation,
change  or  division  by the holder issuable upon such exercise had the exercise
occurred  immediately  prior  to  such  designation,  change  or  division.

     (b)     If the  Company  shall at any time subdivide its outstanding shares
of  Common  Stock  into a greater number of shares of Common Stock, or declare a
dividend  or make any other distribution upon the Common Stock payable in shares
of  Common  Stock,  the  Exercise  Price  in  effect  immediately  prior to such
subdivision  or dividend or other distribution shall be proportionately reduced,
and conversely, in case the outstanding shares of Common Stock shall be combined
into  a  smaller  number of shares of Common Stock, the Exercise Price in effect
immediately  prior  to  such  combination  shall  be  proportionately increased.

     (c)     There will  be  no adjustment in  the event that the Company pays a
dividend  in cash to its holders of Common Stock; provided, however, the Company
will  give  the  holder  written  notice  at least twenty (20) days prior to the
record  date  for  the cash dividend, that the Company intends to declare a cash
dividend.

     (d)     If any capital reorganization  or  reclassification of the  capital
stock of the Company, or any consolidation or merger of the Company with or into
another  corporation or other entity, or the sale of all or substantially all of
the Company's assets to another corporation or other entity shall be effected in
such  a  way that holders of shares of Common Stock shall be entitled to receive
stock,  securities, other evidence of equity ownership or assets with respect to
or  in  exchange  for  shares  of  Common  Stock,  then,  as a condition of such
reorganization,  reclassification,  consolidation,  merger  or  sale  (except as
otherwise  provided  below in this Section) lawful and adequate provisions shall
be  made  whereby the holder shall thereafter have the right to receive upon the
exercise  hereof  upon  the  basis  and  upon the terms and conditions specified
herein,  such shares of stock, securities, other evidence of equity ownership or
assets  as  may be issued or payable with respect to or in exchange for a number
of  outstanding  shares  of  such  Common Stock equal to the number of shares of
Common  Stock  immediately  theretofore  purchasable  and  receivable  upon  the
exercise  of  this  Warrant  under  this  Section  had  such  reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case  appropriate  provisions  shall  be  made  with  respect  to the rights and
interests  of  the  holder  to  the  end  that the provisions hereof (including,
without  limitation, provisions for adjustments of the Exercise Price and of the
number  of  shares of Common Stock receivable upon the exercise of this Warrant)
shall  thereafter  be applicable, as nearly as may be, in relation to any shares
of  stock,  securities,  other evidence of equity ownership or assets thereafter
deliverable  upon  the  exercise  hereof  including  an immediate adjustment, by
reason  of  such consolidation or merger, of the Exercise Price to the value for
the  Common Stock reflected, by the terms of such consolidation or merger if the
value  so  reflected is less than the Exercise Price in effect immediately prior
to  such  consolidation  or merger. Subject to the terms of this Warrant, in the
event  of  a  merger  or  consolidation  of  the  Company  with  or into another
corporation  or other entity as a result of which the number of shares of common
stock  of  the  surviving  corporation  or other entity issuable to Investors of
Common  Stock,  is  greater  or lesser than the number of shares of Common Stock
outstanding immediately prior to such merger or consolidation, then the Exercise
Price  in  effect  immediately  prior  to  such merger or consolidation shall be
adjusted in the same manner as though there were a subdivision or combination of
the  outstanding shares of Common Stock. If a purchase, tender or exchange offer
is  made  to and accepted by the holders of more than fifty (50%) percent of the
outstanding  shares  of  Common  Stock,  the  Company  shall  not  effect  any
consolidation, merger or sale with the person having made such offer or with any
affiliate  of  such  person,  unless  prior  to  the  consummation  of  such
consolidation,  merger  or  sale the Investor shall have been given a reasonable
opportunity  to  then  elect  to  receive  upon the exercise of this Warrant the
amount  of  stock, securities, other evidence of equity ownership or assets then
issuable with respect to the number of shares of Common Stock in accordance with
such  offer.

12.  NOTICE  OF  ADJUSTMENT.  Whenever the number of Warrant Shares or number or
     kind  of securities or other property purchasable upon the exercise of this
     Warrant  or the Exercise Price is adjusted, as herein provided, the Company
     shall  promptly  mail  by  registered  or  certified  mail,  return receipt
     requested,  to  the  holder  of  this  Warrant notice of such adjustment or
     adjustments  setting  forth  the  number  of  Warrant  Shares  (and  other
     securities  or  property) purchasable upon the exercise of this Warrant and
     the  Exercise  Price  of such Warrant Shares after such adjustment, setting
     forth  a brief statement of the facts requiring such adjustment and setting
     forth  computation  by  which  such  adjustment  was  made. Such notice, in
     absence  of manifest error, shall be conclusive evidence of the correctness
     of  such  adjustment.

13.  AUTHORIZED SHARES. The Company covenants that during the period the Warrant
     is  outstanding,  it  will  reserve from its authorized and unissued Common
     Stock  a  sufficient number of shares to provide for the issuance of Common
     Stock  upon  the  exercise  of  any purchase rights under this Warrant. The
     Company  further  covenants  that  its  issuance  of  this  Warrant  shall
     constitute  full authority to its officers who are charged with the duty of
     executing  stock  certificates  to  execute  and  issue  the  necessary
     certificates  for shares of the Company's Common Stock upon the exercise of
     the  purchase  rights  under  this  Warrant. The Company will take all such
     reasonable  action as may be necessary to assure that such shares of Common
     Stock  may be issued as provided herein without violation of any applicable
     law  or  regulation,  or  of  any  requirements  of the domestic securities
     exchange  or  market  upon  which  the  Common  Stock  may  be  listed.

14.  MISCELLANEOUS.

     (a)     ISSUE DATE; CHOICE OF LAW; VENUE; JURISDICTION.  The provisions  of
this  Warrant shall be construed and shall be given effect in all respects as if
it  had been issued and delivered by the Company on the Issue Date. This Warrant
shall  be  binding  upon  any successors or assigns of the Company. This Warrant
shall  be  governed by and construed in accordance with the laws of the State of
Delaware,  without  giving  effect to conflicts of laws thereof. The Company and
the  Investor  hereby  irrevocably  submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of Los Angeles, California, for the
adjudication  of  any  dispute  hereunder  or in connection herewith or with any
transaction  contemplated  hereby  or  discussed  herein, and hereby irrevocably
waives  and agrees, to the maximum extent permitted by law, not to assert in any
suit,  action  or proceeding, any claim that it is not personally subject to the
jurisdiction  of  any  such  court,  or  that such suit, action or proceeding is
improper.  Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding by receiving a copy thereof sent to the Company at the address in
effect  for  notices  to  it  under this instrument and agrees that such service
shall  constitute  good  and  sufficient  service of process and notice thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process  in  any manner permitted by law. Each party waives its right to a trial
by  jury.

     (b)     RESTRICTIONS.  The  holder hereof  acknowledges  that  the  Warrant
Shares  acquired  upon the exercise of this Warrant, if not registered (or if no
exemption  from registration exists), will have restrictions upon resale imposed
by  state and federal securities laws. Each certificate representing the Warrant
Shares  issued to the Holder upon exercise (if not registered or if no exemption
from  registration  exists)  will  bear  the  following  legend:

     "THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
OTHER  APPLICABLE  SECURITIES  LAWS  AND  HAVE  BEEN  ISSUED IN RELIANCE UPON AN
EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT AND SUCH
OTHER  SECURITIES  LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN  MAY  BE  REOFFERED,  SOLD,  ASSIGNED,  TRANSFERRED, PLEDGED, ENCUMBERED,
HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF,  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO A TRANSACTION
THAT  IS  EXEMPT  FROM,  OR  NOT  SUBJECT  TO,  SUCH  REGISTRATION".

     (c)     MODIFICATION AND WAIVER. This Warrant and any provisions hereof may
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     (d)     NOTICES.  Any  notice,  request  or  other  document  required  or
permitted to be given or delivered to the holders hereof of the Company shall be
delivered  or shall be sent by certified or registered mail, postage prepaid, to
each  such  holder at its address as shown on the books of the Company or to the
Company  at  the  address  set  forth  in  the  Agreement.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
its  officer  thereunto  duly  authorized.

Dated:  December 4, 2003

                           FONEFRIEND, INC.




                    By:    /s/  Jackelyn  Giroux
                           ---------------------
                    Name:  Jackelyn Giroux
                    Title: President


<PAGE>
                                  ATTACHMENT 1
                                  ------------

                               NOTICE OF EXERCISE
                               ------------------

To:  FoneFriend, Inc.

(1)  The  undersigned  hereby elects to purchase ________ shares of Common Stock
     of  FoneFriend,  Inc.  pursuant  to  the terms of the attached Warrant, and
     tenders  herewith  payment of the purchase price in full and in immediately
     available  funds,  together  with  all  applicable  transfer taxes, if any.

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


           ______________________________
          (Name)



           ______________________________
          (Address)


Dated: __________________________________          Signature: __________________


<PAGE>

                                  ATTACHMENT2
                                  -----------

                               NOTICE OF EXERCISE
                               ------------------


                                   ASSIGNMENT

     FOR  VALUE  RECEIVED,  __________________________ hereby sells, assigns and
transfers  unto  _________________________  the  within  Warrant  and all rights
evidenced thereby and does irrevocably constitute and appoint ________________ ,
attorney,  to  transfer  the  said  Warrant  on  the  books  of the within named
corporation.


Dated: __________________________________          Signature: __________________


Address: ________________________________

_________________________________________




FOR USE BY THE ISSUER ONLY:

This  Warrant  was  cancelled  (or  transferred  or  exchanged)  this ___ day of
__________,  ______,  shares  of  Common  Stock  issued  therefor in the name of
_______________,  and  replacement  Warrant was issued for ____ shares of Common
Stock  in  the  name  of  _______________.



<PAGE>

                                    EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


     THIS  REGISTRATION  RIGHTS  AGREEMENT, dated as of the 4th day of December,
2003,  by  and  between  Compass Capital Group, Inc., a New York corporation and
having  its  principle  place of business located at 40 Wall Street, 26th Floor,
New  York,  NY  10005  (the  "Investor"),  and  FoneFriend,  Inc.,  a  Delaware
corporation,  and  having  its principle place of business located at 2722 Loker
Avenue  West,  Suite  G,  Carlsbad,  CA  92008  (the  "Company").

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
the  Investor  is  purchasing  from  the Company, a convertible Debenture in the
amount  of  One Hundred Thousand ($100,000) Dollars and a Warrant to purchase an
aggregate  of  up  to 200,000 shares of the Company's Common Stock (the "Warrant
Shares").  All capitalized terms not hereinafter defined shall have that meaning
assigned  to  them  in  the  Debenture;  and

     WHEREAS,  the  Company  desires  to  grant to the Investor the registration
rights  set  forth  herein  with  respect  to  the  Common  Stock underlying the
Debenture  (the  "Underlying  Shares")  and  the  Warrant  Shares.

     NOW,  THEREFORE,  the  parties  hereto  mutually  agree  as  follows:

Section  1.  REGISTRABLE  SECURITIES.  As  used  herein  the  term  "Registrable
Security" means the Underlying Shares and the Warrant Shares; provided, however,
that  with  respect  to any particular Registrable Security, such security shall
cease to be a Registrable Security when, as of the date of determination, (i) it
has  been  effectively  registered  under  the  Securities  Act  and disposed of
pursuant  thereto,  (ii)  registration  under  the  Securities  Act is no longer
required  for  the immediate public distribution of such security as a result of
the provisions of Rule 144 promulgated under the Securities Act, or (iii) it has
ceased to be outstanding. The term "Registrable Securities" means any and/or all
of  the  securities  falling  within  the foregoing definition of a "Registrable
Security."  In  the  event  of  any  merger,  reorganization,  consolidation,
recapitalization  or  other  change  in corporate structure affecting the Common
Stock, such adjustment shall be made in the definition of "Registrable Security"
as  is appropriate in order to prevent any dilution or enlargement of the rights
granted  pursuant  to  this  Section  1.

Section  2.  RESTRICTIONS ON TRANSFER. The Investor acknowledges and understands
that prior to the registration of the Registrable Securities as provided herein,
the  Registrable  Securities  are "restricted securities" as defined in Rule 144
promulgated  under  the  Securities  Act.  The  Investor  understands  that  no
disposition  or  transfer  of  the  Registrable  Securities  may  be made by the
Investor  in  the absence of (i) an opinion of counsel to the Investor that such
transfer  may be made without registration under the Securities Act or (ii) such
registration.

Section  3.  REGISTRATION  RIGHTS.

     (a)     The  Company  agrees  that  it  will  prepare  and  file  with  the
Securities  and  Exchange  Commission ("SEC"), on or before February 15, 2004, a
registration  statement  pursuant  to  Form  S-3,  under the Securities Act (the
"Registration  Statement"),  at  the  sole  expense  of  the  Company (except as
provided  in  Section  3(c)  hereof),  in  respect of the Investor's Registrable
Securities,  so  as  to  permit  a  public  offering and sale of the Registrable
Securities  under  the Securities Act. The Company shall use its best efforts to
cause  the  Registration  Statement  to  become effective within forty five (45)
calendar  days  from  the  filing  date.  The  number  of shares of Common Stock
designated  in  the Registration Statement to be registered shall be (i) 200% of
the  number  of Underlying Shares that would be required if all of the shares of
the Debenture were converted on the Trading Day immediately preceding the filing
of  the  Registration  Statement,  plus  (ii)  100%  of  the  Warrant  Shares.

     In  the  event  the  number  of  shares  of  Common  Stock  included in the
Registration  Statement shall be insufficient to cover the number of Registrable
Securities,  the  Company agrees that it shall file either an amendment or a new
registration  statement  covering  the  Registrable  Securities  as  is  then
outstanding, pursuant to the time requirements as set forth in this Agreement to
apply  from  such  date  the Registration Statement no longer covers an adequate
number  of  Registrable  Securities  due  to  the Investor via conversion of the
Debenture  and/or  exercise of the Warrant. The Company agrees that in each such
event  it  will  file  with  the  SEC  either  an  amendment to the Registration
Statement  or  a  new  registration  statement  within  thirty (30) days of when
required  hereunder,  and  use its best efforts to cause either the amendment or
such  registration statement to become effective within forty five (45) calendar
days  from  filing. If such amendment or new registration statement is not filed
and/or  declared  effective  in a timely manner as set forth herein, the Company
shall  be subject to liquidated damages as pursuant to the provisions of Section
3(d)  below.

     (b)     The  Company  will  maintain  the  Registration  Statement or post-
effective  amendment  filed  under  this  Section  3  hereof  current  under the
Securities  Act  until  the  earlier of (i) the date that all of the Registrable
Securities  have been sold pursuant to the Registration Statement, (ii) the date
the  holders  thereof  receive  an  opinion  of  counsel  that  the  Registrable
Securities may be sold under the provisions of Rule 144 or (iii) three (3) years
after  the  Issue  Date.

     (c)     All  fees,  disbursements  and  out-of-pocket  expenses  and  costs
incurred  by  the  Company  in connection with the preparation and filing of the
Registration  Statement under subparagraph 3(a) and in complying with applicable
securities  and  Blue  Sky  laws  (including, without limitation, all attorneys'
fees)  shall  be  borne  by  the  Company.  The  Investor shall bear the cost of
underwriting  discounts  and  commissions, if any, applicable to the Registrable
Securities  being  registered  and the fees and expenses of its own counsel. The
Company  shall  qualify  any  of  the  securities for sale in such states as the
Investor  shall  reasonable  designate  and shall furnish indemnification in the
manner  provided in Section 6 hereof. However, the Company shall not be required
to  qualify  in  any  state  which  will  require an escrow or other restriction
relating  to  the  Company  and/or  the sellers. The Company at its expense will
supply  the Investor with copies of the Registration Statement and other related
documents included therein, in such quantities as may be reasonably requested by
the  Investor.

     (d)     In the event the Registration Statement to be filed by the  Company
pursuant  to  Section 3(a) above is not filed with the SEC by February 15, 2004,
and the Registration Statement is not declared effective by the SEC within forty
five  (45)  days  thereafter, then the Company will pay Investor (pro rated on a
daily  basis),  as liquidated damages for such failure and not as a penalty, one
(1%)  percent  of  the  Principal  Amount of the Debenture for every thirty (30)
calendar  day  period  until  the  Registration  Statement has been filed and/or
declared  effective. Such payment of the liquidated damages shall be made to the
Investor  in  cash, immediately upon demand; provided, however, that the payment
of such liquidated damages shall not relieve the Company from its obligations to
register  the  Registrable  Securities  pursuant to this Section. If the Company
does not remit the damages to the Investors as set forth above, the Company will
pay  the  Investors reasonable costs of collection, including attorneys fees, in
addition  to  the  liquidated  damages.  The  registration  of  the  Registrable
Securities pursuant to this provision shall not affect or limit Investor's other
rights  or  remedies  as  set  forth  in  this  Agreement.

     (e)     No  provision  contained  herein  shall  preclude  the Company from
selling  securities  pursuant  to  any  registration  statement  in  which it is
required  to  include  Registrable  Securities  pursuant  to  this  Section  3.

     (f)     The Company agrees that it will declare  the Registration Statement
effective within five (5) Business Days after being informed by the SEC that the
Registration  Statement  may  be  declared  effective,  and  will respond to any
questions  and/or  comments  from  the  SEC  within five (5) Business Days after
receipt  of  same.

Section  4.  COOPERATION WITH COMPANY. Investor  will cooperate with the Company
in  all  respects  in connection with this Agreement, including timely supplying
all  information reasonably requested by the Company and executing and returning
all  documents reasonably requested in connection with the registration and sale
of  the  Registrable  Securities.

Section  5.  REGISTRATION PROCEDURES. If and whenever the Company is required by
any of the provisions of this Agreement to effect the registration of any of the
Registrable  Securities  under  the Securities Act, the Company shall (except as
otherwise  provided  in  this  Agreement),  as  expeditiously  as  possible:

     (a)     prepare  and file with the SEC such amendments  and supplements  to
the  Registration  Statement  and the prospectus used in connection therewith as
may  be  necessary to keep it effective and to comply with the provisions of the
Securities  Act  with respect to the sale or other disposition of all securities
covered  by  such registration statement whenever the holders of such securities
shall  desire  to  sell  or  otherwise  dispose  of  the  same;

     (b)     furnish to the Investor  such  numbers  of  copies  of the offering
documents,  including  any  prospectus  or  any  amendment  or supplement to any
prospectus,  in conformity with the requirements of the Securities Act, and such
other  documents,  as the Investor may reasonably request in order to facilitate
the  public  sale  or other disposition of the securities owned by the Investor;

     (c)     register  and  qualify the securities covered by  the  Registration
Statement  under such other securities or blue sky laws of such jurisdictions as
the  Investor shall reasonably request, and do any and all other acts and things
which  may  be  necessary  or advisable to enable the Investor to consummate the
public sale or other disposition in such jurisdiction of the securities owned by
the Investor, except that the Company shall not for any such purpose be required
to  qualify  to do business as a foreign corporation in any jurisdiction wherein
it  is  not  so  qualified  or to file therein any general consent to service of
process;

     (d)     enter  into  and  perform  its  obligations under  an  underwriting
agreement,  if  the offering is an underwritten offering, in usual and customary
form,  with  the  managing  underwriter  or  underwriters  of  such underwritten
offering;

     (e)     notify  each  holder  of  Registrable  Securities  covered  by  the
Registration  Statement,  at any time when a prospectus relating thereto covered
by  the  Registration Statement is required to be delivered under the Securities
Act,  of  the  happening  of  any event of which it has knowledge as a result of
which  the prospectus included in the Registration Statement, as then in effect,
includes  an  untrue  statement  of a material fact or omits to state a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading  in  the  light  of  the  circumstances  then  existing.

Section  6.  INFORMATION BY INVESTOR. The holder of Registrable Securities to be
included  in  any  registration  shall  furnish  to the Company such information
regarding  such  holder  and  the  distribution  proposed  by such holder as the
Company  may  request in writing and as shall be required in connection with any
registration,  qualification  or  compliance  referred  to  in  this  Section 6.

Section  7.  ASSIGNMENT.  The  rights  granted the Investor under this Agreement
shall  not be assigned without the written consent of the Company, which consent
shall not be unreasonably withheld. This Agreement is binding upon and inures to
the  benefit  of  the  parties hereto and their respective heirs, successors and
permitted  assigns.

Section  8.  TERMINATION  OF REGISTRATION RIGHTS. The rights granted pursuant to
this  Agreement  shall terminate with respect to the Investor (and any permitted
transferee  under  Section 7 above) upon the occurrence of any of the following:

     (a)     all such Investor's securities subject to this Agreement have  been
registered;

     (b)     all of such Investor's securities subject to this Agreement  may be
sold  without  such  registration  pursuant  to  Rule 144 promulgated by the SEC
pursuant  to  the  Securities  Act;

     (c)     all of such Investor's securities subject to this Agreement can  be
sold  pursuant  to  Rule  144(k);  or

     (d)     three  years  have  elapsed  from  the  date  of  issuance  of  the
Registrable  Securities.

Section  9.  INDEMNIFICATION.

     (a)     In  the  event  of  the  filing  of  any  amendment or registration
statement  with  respect to Registrable Securities pursuant to Section 3 hereof,
the  Company agrees to indemnify and hold harmless the Investor and each officer
or  director  of  the  Investor,  if  any,  who controls the Investor within the
meaning  of  the  Securities  Act ("Distributing Investors") against any losses,
claims,  damages or liabilities, joint or several (which shall, for all purposes
of  this  Agreement,  include,  but  not be limited to, all costs of defense and
investigation  and all attorneys' fees), to which the Distributing Investors may
become  subject,  under the Securities Act or otherwise, insofar as such losses,
claims,  damages  or liabilities (or actions in respect thereof) arise out of or
are  based upon any untrue statement or alleged untrue statement of any material
fact  contained  in  any such registration statement, or any related preliminary
prospectus,  final  prospectus,  offering circular, notification or amendment or
supplement  thereto,  or  arise out of or are based upon the omission or alleged
omission  to  state  therein  a  material  fact required to be stated therein or
necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that
the  Company  will  not  be  liable in any such case to the extent that any such
loss,  claim,  damage  or  liability  arises  out  of or is based upon an untrue
statement  or  alleged  untrue statement or omission or alleged omission made in
such  registration statement, preliminary prospectus, final prospectus, offering
circular,  notification or amendment or supplement thereto in reliance upon, and
in  conformity  with,  written  information  furnished  to  the  Company  by the
Distributing  Investors,  specifically  for use in the preparation thereof. This
indemnity  agreement  will be in addition to any liability which the Company may
otherwise  have.

     (b)     Each Distributing Investor agrees that it will  indemnify and  hold
harmless  the  Company,  and each officer, director of the Company or person, if
any,  who controls the Company within the meaning of the Securities Act, against
any  losses,  claims,  damages  or liabilities (which shall, for all purposes of
this  Agreement,  include,  but  not  be  limited  to,  all costs of defense and
investigation and all attorneys' fees) to which the Company or any such officer,
director  or  controlling  person may become subject under the Securities Act or
otherwise,  insofar as such losses claims, damages or liabilities (or actions in
respect  thereof; arise out of or are based upon any untrue statement or alleged
untrue  statement  of  any  material  fact contained in a registration statement
requested  by such Distributing Investor, or any related preliminary prospectus,
final  prospectus,  offering  circular,  notification or amendment or supplement
thereto,  or arise out of or are based upon the omission or the alleged omission
to  state  therein a material fact required to be stated therein or necessary to
make  the statements therein not misleading, but in each case only to the extent
that  such  untrue  statement or alleged untrue statement or omission or alleged
omission  was made in such registration statement, preliminary prospectus, final
prospectus,  offering  circular, notification or amendment or supplement thereto
in  reliance  upon, and in conformity with, written information furnished to the
Company  by  such Distributing Investor, specifically for use in the preparation
thereof  and,  provided  further, that the indemnity agreement contained in this
Section  9(b)  shall not inure to the benefit of the Company with respect to any
person  asserting  such  loss,  claim,  damage  or  liability  who purchased the
Registrable  Securities  which  are the subject thereof if the Company failed to
send  or  give  (in violation of the Securities Act or the rules and regulations
promulgated  thereunder) a copy of the prospectus contained in such registration
statement  to such person at or prior to the written confirmation to such person
of  the  sale of such Registrable Securities, where the Company was obligated to
do  so  under  the  Securities  Act  or  the  rules  and regulations promulgated
thereunder.  This indemnity agreement will be in addition to any liability which
the  Distributing  Investors  may  otherwise  have.

     (c)     Promptly after receipt by an indemnified party  under this  Section
of  notice  of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section,  notify  the  indemnifying  party  of the commencement thereof; but the
omission  so  to notify the indemnifying party will not relieve the indemnifying
party  from  any  liability which it may have to any indemnified party otherwise
than  as to the particular item as to which indemnification is then being sought
solely  pursuant to this Section. In case any such action is brought against any
indemnified  party,  and  it notifies the indemnifying party of the commencement
thereof,  the indemnifying party will be entitled to participate in, and, to the
extent  that  it  may  wish, jointly with any other indemnifying party similarly
notified,  assume  the  defense thereof, subject to the provisions herein stated
and  after  notice  from the indemnifying party to such indemnified party of its
election  so  to  assume the defense thereof, the indemnifying party will not be
liable  to  such  indemnified  party  under  this Section for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense  thereof  other  than  reasonable  costs  of  investigation,  unless the
indemnifying  party  shall  not  pursue  the action to its final conclusion. The
indemnified  party  shall  have the right to employ separate counsel in any such
action  and  to participate in the defense thereof, but the fees and expenses of
such  counsel  shall  not  be  at  the  expense of the indemnifying party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that if the indemnified party is
the Distributing Investor, the fees and expenses of such counsel shall be at the
expense of the indemnifying party if (i) the employment of such counsel has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties  to  any  such action (including any impleaded parties) include both the
Distributing  Investor  and the indemnifying party and the Distributing Investor
shall  have  been  advised  by  such counsel that there may be one or more legal
defenses  available to the indemnifying party different from or in conflict with
any legal defenses which may be available to the Distributing Investor (in which
case  the  indemnifying  party shall not have the right to assume the defense of
such  action  on  behalf  of  the  Distributing  Investor,  it being understood,
however,  that  the  indemnifying  party  shall, in connection with any one such
action  or  separate  but  substantially  similar or related actions in the same
jurisdiction  arising  out  of the same general allegations or circumstances, be
liable  only  for  the  reasonable  fees  and  expenses  of one separate firm of
attorneys  for  the  Distributing  Investor,  which  firm shall be designated in
writing  by  the  Distributing Investor). No settlement of any action against an
indemnified  party  shall  be  made  without  the  prior  written consent of the
indemnified  party,  which  consent  shall  not  be  unreasonably  withheld.

Section 10.  CONTRIBUTION.  In  order  to  provide  for  just  and  equitable
contribution  under the Securities Act in any case in which (i) the Distributing
Investor  makes  a claim for indemnification pursuant to Section 9 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 9 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may  be  required on the part of any Distributing Investor, then the Company and
the  applicable  Distributing Investor shall contribute to the aggregate losses,
claims,  damages  or  liabilities to which they may be subject (which shall, for
all  purposes  of  this  Agreement, include, but not be limited to, all costs of
defense  and  investigation and all attorneys' fees), in either such case (after
contribution  from  others)  on the basis of relative fault as well as any other
relevant  equitable  considerations.  The  relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of  a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the applicable
Distributing  Investor,  on  the  other  hand, and the parties' relative intent,
knowledge,  access  to  information  and  opportunity to correct or prevent such
statement  or  omission. The Company and the Distributing Investor agree that it
would  not  be  just and equitable if contribution pursuant to this Section were
determined  by  pro  rata  allocation or by any other method of allocation which
does  not  take  account  of  the  equitable  considerations referred to in this
Section.  The  amount paid or payable by an indemnified party as a result of the
losses,  claims, damages or liabilities (or actions in respect thereof) referred
to  above in this Section shall be deemed to include any legal or other expenses
reasonably  incurred  by such indemnified party in connection with investigating
or  defending  any  such  action  or  claim.  No  person  guilty  of  fraudulent
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
shall  be  entitled  to  contribution from any person who was not guilty of such
fraudulent  misrepresentation.

Section 11.  NOTICES. Any notice pursuant to this Agreement by the Company or by
the  Investor shall be in writing and shall be deemed to have been duly given if
delivered  by  (i)  hand,  (ii)  by  facsimile  with electronic confirmation and
followed  by  mail delivery or (iii) if mailed by certified mail, return receipt
requested,  postage  prepaid,  addressed either party hereto at their respective
address  as  first  written  above,  or  such  other address as either party may
designate  by  notice  to  the other party. Notices shall be deemed given at the
time they are delivered personally or five (5) days after they are mailed in the
manner  set  forth above. If notice is delivered by facsimile to the Company and
followed  by  mail,  delivery  shall  be  deemed  given  two (2) days after such
facsimile  is  sent  and  confirmed.

Section 13.  JURISDICTION. The provisions of this Warrant shall be construed and
shall  be given effect in all respects as if it had been issued and delivered by
the Company on the Issue Date. This Warrant shall be binding upon any successors
or  assigns  of  the Company. This Warrant shall be governed by and construed in
accordance  with  the  laws  of  the State of Delaware, without giving effect to
conflicts  of  laws  thereof.  The  Company  and the Investor hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the  City  of  Los  Angeles,  California,  for  the  adjudication of any dispute
hereunder  or in connection herewith or with any transaction contemplated hereby
or  discussed  herein,  and hereby irrevocably waives and agrees, to the maximum
extent  permitted  by  law, not to assert in any suit, action or proceeding, any
claim  that  it is not personally subject to the jurisdiction of any such court,
or that such suit, action or proceeding is improper. Each of the Company and the
Holder  hereby  irrevocably  waives  personal service of process and consents to
process  being served in any such suit, action or proceeding by receiving a copy
thereof  sent  to  the  Company at the address in effect for notices to it under
this  instrument  and  agrees  that  such  service  shall  constitute  good  and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by  law.  Each  party  waives  its  right  to  a  trial  by  jury.

Section 14.  SEVERABILITY.  If  any  provision  of this Agreement  shall for any
reason  be  held  invalid  or unenforceable, such invalidity or unenforceability
shall  not  affect  any  other  provision  hereof  and  this  Agreement shall be
construed as if such invalid or unenforceable provision had never been contained
herein.

Section 15.  COUNTERPARTS; FACSIMILE; AMENDMENTS. This Agreement may be executed
in  multiple counterparts, each of which may be executed by less than all of the
parties  and  shall  be  deemed  to  be  an  original  instrument which shall be
enforceable  against the parties actually executing such counterparts and all of
which together shall constitute one and the same instrument. Except as otherwise
stated  herein,  in  lieu of the original documents, a facsimile transmission or
copy  of  the  original  documents  shall be as effective and enforceable as the
original.  This  Agreement  may  be  amended  only  by a writing executed by the
Company  on  the  one  hand,  and  the  Investors  on  the  other  hand.

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement  to  be  duly  executed,  on  the  day  and  year first above written.


        FONEFRIEND, INC.                          COMPASS CAPITAL GROUP, INC.



By:     /s/ Jackelyn Giroux               By:     ___________________________
        -------------------
Name:   Jackelyn Giroux                   Name:
Title:  President                         Title: