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Exhibit 10.7
Indemnification Agreement with Gary A. Rasmussen


                            INDEMNIFICATION AGREEMENT


         This Indemnification Agreement (the "Agreement") is made and entered
into as of November 20, 2002, by and between FoneFriend, Inc., a Delaware
corporation (the "Company"), and Gary A. Rasmussen (the "Indemnitee").

         WHEREAS, the Indemnitee performs a valuable service for the Company as
its Business Consultant and Agent; and

         WHEREAS, the Board of Directors of the Company has adopted an Amended
and Restated Articles of Incorporation (the "Articles") providing for the
indemnification of the officers and directors and agents of the Company to the
maximum extent authorized by Section 145 of the General Corporation Law of the
State of Delaware (the "Law"); and

         WHEREAS, the Articles and the Law, by their nonexclusive nature, permit
contracts between the Company and agents of the Company with respect to
indemnification of such agents; and

         WHEREAS, in accordance with the authorization as provided by the Law,
the Company may purchase and maintain a policy or policies of directors' and
officers' liability insurance, covering certain liabilities which may be
incurred by its officers or directors or agents in the performance of their
obligations to the Company; and

         WHEREAS, in order to induce the Indemnitee to continue to serve as a
Business Consultant and Agent of the Company, the Company has determined and
agreed to enter into this contract with the Indemnitee and, for purposes of this
Agreement only and the indemnification it provides, the Indemnitee shall be
given the corporate status hereunder as a duly appointed agent of the Company;

         NOW, THEREFORE, in consideration of the Indemnitee's service as a
Business Consultant and Agent after the date hereof, the parties hereto agree as
follows:

         1. INDEMNITY OF THE INDEMNITEE. The Company hereby agrees to hold
harmless and indemnify the Indemnitee to the full extent authorized or permitted
by the provisions of the Law, as such may be amended from time to time, and the
Articles, as such may be amended. In furtherance of the foregoing
indemnification, and without limiting the generality thereof:

                  (a) OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
The Indemnitee shall be entitled to the rights of indemnification provided in
this Section l(a) if, by reason of his Corporate Status (as defined below), he
is, or is threatened to be made, a party to or participant in any Proceeding (as
defined below) other than a Proceeding by or in the right of the Company.
Pursuant to this Section 1(a), the Indemnitee shall be indemnified against all
Expenses (as defined below), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
Proceeding, had no reasonable cause to believe his conduct was unlawful.

                  (b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The
Indemnitee shall be entitled to the rights of indemnification provided in this
Section 1(b) if, by reason of his Corporate Status as an agent, he is, or is
threatened to be made, a party to or participant in any Proceeding brought by or
in the right of the Company. Pursuant to this Section 1(b), the Indemnitee shall
be indemnified against all Expenses actually and reasonably incurred by him or
on his behalf in connection with such Proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company; provided, however, that, if applicable law so provides, no
indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which the Indemnitee shall have been
adjudged to be liable to the Company unless and to the extent that the Court of
Chancery or the court in which such proceeding was brought shall determine that
such indemnification may be made.

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                  (c) INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR
PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the
extent that the Indemnitee is, by reason of his Corporate Status, a party to and
is successful, on the merits or otherwise, in any Proceeding, he shall be
indemnified to the maximum extent permitted by law against all Expenses actually
and reasonably incurred by him or on his behalf in connection therewith. If the
Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify the Indemnitee against
all Expenses actually and reasonably incurred by him or on his behalf in
connection with each successfully resolved claim, issue or matter. For purposes
of this Section and without limitation, the termination of any claim, issue or
matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.

         2. ADDITIONAL INDEMNITY. In addition to, and without regard to any
limitations on, the indemnification provided for in Section 1 above, the Company
shall and hereby does indemnify and hold harmless the Indemnitee against all
Expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by him or on his behalf if, by reason of his Corporate
Status, he is, or is threatened to be made, a party to or participant in any
Proceeding (including a Proceeding by or in the right of the Company),
including, without limitation, all liability arising out of the negligence or
active or passive wrongdoing of the Indemnitee. The only limitation that shall
exist upon the Company's obligations pursuant to this Agreement shall be that
the Company shall not be obligated to make any payment to the Indemnitee that is
finally determined (under the procedures, and subject to the presumptions, set
forth in Sections 6 and 7 below) to be unlawful under the laws of the State of
Delaware.

         3. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

                  (a) Whether or not the indemnification provided in Sections 1
and 2 hereof is available, in respect of any threatened, pending or completed
action, suit or proceeding in which the Company is jointly liable with the
Indemnitee (or would be if joined in such action, suit or proceeding), the
Company shall pay, in the first instance, the entire amount of any judgment or
settlement of such action, suit or proceeding without requiring the Indemnitee
to contribute to such payment and the Company hereby waives and relinquishes any
right of contribution it may have against the Indemnitee. The Company shall not
enter into any settlement of any action, suit or proceeding in which the Company
is jointly liable with the Indemnitee (or would be if joined in such action,
suit or proceeding) unless such settlement provides for a full and final release
of all claims asserted against the Indemnitee.

                  (b) Without diminishing or impairing the obligations of the
Company set forth in the preceding subparagraph, if, for any reason, the
Indemnitee shall elect or be required to pay all or any portion of any judgment
or settlement in any threatened, pending or completed action, suit or proceeding
in which the Company is jointly liable with the Indemnitee (or would be if
joined in such action, suit or proceeding), the Company shall contribute to the
amount of expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred and paid or payable by the
Indemnitee in proportion to the relative benefits received by the Company and
all officers, directors or employees of the Company other than the Indemnitee
who are jointly liable with the Indemnitee (or would be if joined in such
action, suit or proceeding), on the one hand, and the Indemnitee, on the other
hand, from the transaction from which such action, suit or proceeding arose;
provided, however, that the proportion determined on the basis of relative
benefit may, to the extent necessary to conform to law, be further adjusted by
reference to the relative fault of the Company and all officers, directors or
employees of the Company other than the Indemnitee who are jointly liable with
the Indemnitee (or would be if joined in such action, suit or proceeding), on


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the one hand, and the Indemnitee, on the other hand, in connection with the
events that resulted in such expenses, judgments, fines or settlement amounts,
as well as any other equitable considerations which the law may require to be
considered. The relative fault of the Company and all officers, directors or
employees of the Company other than the Indemnitee who are jointly liable with
the Indemnitee (or would be if joined in such action, suit or proceeding), on
the one hand, and the Indemnitee, on the other hand, shall be determined by
reference to, among other things, the degree to which their actions were
motivated by intent to gain personal profit or advantage, the degree to which
their liability is primary or secondary, and the degree to which their conduct
is active or passive.

                  (c) The Company hereby agrees to fully indemnify and hold the
Indemnitee harmless from any claims of contribution which may be brought by
officers, directors or employees of the Company other than the Indemnitee who
may be jointly liable with the Indemnitee.

         4. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other
provision of this Agreement, to the extent that the Indemnitee is, by reason of
his Corporate Status, a witness in any Proceeding to which the Indemnitee is not
a party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.

         5. ADVANCEMENT OF EXPENSES. Notwithstanding any other provision of this
Agreement, the Company shall advance all Expenses incurred by or on behalf of
the Indemnitee in connection with any Proceeding by reason of the Indemnitee's
Corporate Status within ten (10) days after the receipt by the Company of a
statement or statements from the Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by the Indemnitee and shall include or be preceded or accompanied by an
undertaking by or on behalf of the Indemnitee to repay any Expenses advanced if
it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified against such Expenses. Any advances and undertakings to repay
pursuant to this Section 5 shall be unsecured and interest free. Notwithstanding
the foregoing, the obligation of the Company to advance Expenses pursuant to
this Section 5 shall be subject to the condition that, if, when and to the
extent that the Company determines that the Indemnitee would not be permitted to
be indemnified under applicable law, the Company shall be entitled to be
reimbursed, within thirty (30) days of such determination, by the Indemnitee
(who hereby agrees to reimburse the Company) for all such amounts theretofore
paid; provided, however, that if the Indemnitee has commenced or thereafter
commences legal proceedings in a court of competent jurisdiction to secure a
determination that the Indemnitee should be indemnified under applicable law,
any determination made by the Company that the Indemnitee would not be permitted
to be indemnified under applicable law shall not be binding and the Indemnitee
shall not be required to reimburse the Company for any advance of Expenses until
a final judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed).

         6. PROCEDURES AND PRESUMPTIONS FOR DETERMINATION OF ENTITLEMENT TO
INDEMNIFICATION. It is the intent of this Agreement to secure for the Indemnitee
rights of indemnity that are as favorable as may be permitted under the law and
public policy of the State of Delaware. Accordingly, the parties agree that the
following procedures and presumptions shall apply in the event of any question
as to whether the Indemnitee is entitled to indemnification under this
Agreement:

                  (a) To obtain indemnification (including, without limitation,
the advancement of Expenses and contribution by the Company) under this
Agreement, the Indemnitee shall submit to the Company a written request,
including therein or therewith such documentation and information as is
reasonably available to the Indemnitee and is reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification. The
Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that the Indemnitee
has requested indemnification.

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                  (b) Upon written request by the Indemnitee for indemnification
pursuant to the first sentence of Section 6(a) above, a determination, if
required by applicable law, with respect to the Indemnitee's entitlement thereto
shall be made in the specific case by one of the following three methods, which
shall be at the election of the Indemnitee: (i) by a majority vote of the
disinterested directors, even though less than a quorum, (ii) by independent
legal counsel in a written opinion or (iii) by the stockholders.

                  (c) If the determination of entitlement to indemnification is
to be made by Independent Counsel (as defined below) pursuant to Section 6(b)
above, the Independent Counsel shall be selected as provided in this Section
6(c). The Independent Counsel shall be selected by the Indemnitee (unless the
Indemnitee shall request that such selection be made by the Board of Directors).
The Indemnitee or the Company, as the case may be, may, within ten (10) days
after such written notice of selection shall have been given, deliver to the
Company or to the Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirements
of "Independent Counsel" as defined in Section 13 below, and the objection shall
set forth with particularity the factual basis of such assertion. Absent a
proper and timely objection, the person so selected shall act as Independent
Counsel. If a written objection is made and substantiated, the Independent
Counsel selected may not serve as Independent Counsel unless and until such
objection is withdrawn or a court has determined that such objection is without
merit. If, within twenty (20) days after submission by the Indemnitee of a
written request for indemnification pursuant to Section 6(a) above, no
Independent Counsel shall have been selected and not objected to, either the
Company or the Indemnitee may petition the Court of Chancery of the State of
Delaware or other court of competent jurisdiction for resolution of any
objection which shall have been made by the Company or the Indemnitee to the
other's selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the court or by such other person as
the court shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel
under Section 6(b) above. The Company shall pay any and all reasonable fees and
expenses of Independent Counsel incurred by such Independent Counsel in
connection with acting pursuant to Section 6(b) above, and the Company shall pay
all reasonable fees and expenses incident to the procedures of this Section
6(c), regardless of the manner in which such Independent Counsel was selected or
appointed.

                  (d) In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall presume that the Indemnitee is entitled to indemnification
under this Agreement if the Indemnitee has submitted a request for
indemnification in accordance with Section 6(a) above. Anyone seeking to
overcome this presumption shall have the burden of proof and the burden of
persuasion, by clear and convincing evidence.

                  (e) The Indemnitee shall be deemed to have acted in good faith
if the Indemnitee's action is based on the records or books of account of the
Enterprise (as defined below), including financial statements, or on information
supplied to the Indemnitee by the officers of the Enterprise in the course of
their duties, or on the advice of legal counsel for the Enterprise or on
information or records given or reports made to the Enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Enterprise. In addition, the knowledge and/or actions, or
failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to the Indemnitee for purposes of determining the right to
indemnification under this Agreement. Whether or not the foregoing provisions of
this Section 6(e) are satisfied, it shall in any event be presumed that the
Indemnitee has at all times acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company. Anyone
seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion, by clear and convincing evidence.

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                  (f) If the person, persons or entity empowered or selected
under this Section 6 to determine whether the Indemnitee is entitled to
indemnification shall not have made a determination within thirty (30) days
after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and the Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by the Indemnitee of a material fact, or an omission of a material
fact necessary to make the Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law; provided, however, that such thirty (30)
day period may be extended for a reasonable time, not to exceed an additional
fifteen (15) days, if the person, persons or entity making the determination
with respect to entitlement to indemnification in good faith requires such
additional time for the obtaining or evaluating documentation and/or information
relating thereto; and provided, further, that the foregoing provisions of this
Section 6(f) shall not apply if the determination of entitlement to
indemnification is to be made by the stockholders pursuant to Section 6(b) above
and if (i) within fifteen (15) days after receipt by the Company of the request
for such determination the Board of Directors or the Disinterested Directors (as
defined below), if appropriate, resolve to submit such determination to the
stockholders for their consideration at an annual meeting thereof to be held
within seventy-five (75) days after such receipt and such determination is made
thereat, or (ii) a special meeting of stockholders is called within fifteen (15)
days after such receipt for the purpose of making such determination, such
meeting is held for such purpose within sixty (60) days after having been so
called and such determination is made thereat.

                  (g) The Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to the Indemnitee's entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to the Indemnitee and reasonably necessary to such determination. Any
Independent Counsel, member of the Board of Directors, or stockholder of the
Company shall act reasonably and in good faith in making a determination under
the Agreement of the Indemnitee's entitlement to indemnification. Any costs or
expenses (including attorney's fees and disbursements) incurred by the
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to the Indemnitee's entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold the Indemnitee harmless therefrom.

                  (h) The Company acknowledges that a settlement or other
disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that
any action, claim or proceeding to which the Indemnitee is a party is resolved
in any manner other than by adverse judgment against the Indemnitee (including,
without limitation, settlement of such action, claim or proceeding with or
without payment of money or other consideration) it shall be presumed that the
Indemnitee has been successful on the merits or otherwise in such action, suit
or proceeding. Anyone seeking to overcome this presumption shall have the burden
of proof and the burden of persuasion, by clear and convincing evidence.

         7. REMEDIES OF THE INDEMNITEE.

                  (a) In the event that (i) a determination is made pursuant to
Section 6 above that the Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant to
Section 5 above, (iii) no determination of entitlement to indemnification shall
have been made pursuant to Section 6(b) above within ninety (90) days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to this Agreement within ten (10) days
after receipt by the Company of a written request therefor or (v) payment of
indemnification is not made within ten (10) days after a determination has been
made that the Indemnitee is entitled to indemnification or such determination is
deemed to have been made pursuant to Section 6 above, the Indemnitee shall be


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entitled to an adjudication in the Court of Chancery of the State of Delaware,
or in any other court of competent jurisdiction, of his entitlement to such
indemnification. The Indemnitee shall commence such proceeding seeking an
adjudication within one hundred eighty (180) days following the date on which
the Indemnitee first has the right to commence such proceeding pursuant to this
Section 7(a). The Company shall not oppose the Indemnitee's right to seek any
such adjudication.

                  (b) In the event that a determination shall have been made
pursuant to Section 6(b) above that the Indemnitee is not entitled to
indemnification, any judicial proceeding commenced pursuant to this Section 7
shall be conducted in all respects as a de novo trial, on the merits and the
Indemnitee shall not be prejudiced by reason of that adverse determination under
Section 6(b) above.

                  (c) If a determination shall have been made pursuant to
Section 6(b) above that the Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding
commenced pursuant to this Section 7, absent a prohibition of such
indemnification under applicable law.

                  (d) In the event that the Indemnitee, pursuant to this Section
7, seeks a judicial adjudication of his rights under, or to recover damages for
breach of, this Agreement, or to recover under any directors' and officers'
liability insurance policies maintained by the Company, the Company shall pay on
his behalf, in advance, any and all expenses (of the types described in the
definition of Expenses in Section 13 below) actually and reasonably incurred by
him in such judicial adjudication, regardless of whether the Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of
expenses or insurance recovery.

                  (e) The Company shall be precluded from asserting in any
judicial proceeding commenced pursuant to this Section 7 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court that the Company is bound by all the provisions of
this Agreement.

         8. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

                  (a) The rights of indemnification as provided by this
Agreement shall not be deemed exclusive of any other rights to which the
Indemnitee may at any time be entitled under applicable law, the Certificate of
Incorporation of the Company, the Articles, any agreement, a vote of
stockholders or a resolution of directors or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of the Indemnitee under this Agreement in respect of any action taken
or omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in the Law, whether by statute
or judicial decision, permits greater indemnification than would be afforded
currently under the Articles and this Agreement, it is the intent of the parties
hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.

                  (b) To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers,
employees, or agents or fiduciaries of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person serves at the request of the Company, the Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer,
employee or agent under such policy or policies.

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                  (c) In the event of any payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee, who shall execute all papers required and take
all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such
rights.

                  (d) The Company shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that the Indemnitee has otherwise actually received such payment under
any insurance policy, contract, agreement or otherwise.

         9. EXCEPTION TO RIGHT OF INDEMNIFICATION. Notwithstanding any other
provision of this Agreement, the Indemnitee shall not be entitled to
indemnification under this Agreement with respect to any Proceeding brought by
the Indemnitee, or any claim therein, unless (i) the bringing of such Proceeding
or making of such claim shall have been approved by the Board of Directors of
the Company or (ii) such Proceeding is being brought by the Indemnitee to
assert, interpret or enforce his rights under this Agreement.

         10. DURATION OF AGREEMENT. All agreements and obligations of the
Company contained herein shall continue during the period the Indemnitee is an
agent, officer or director of the Company (or is or was serving at the request
of the Company as an agent, director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) and shall
continue thereafter so long as the Indemnitee shall be subject to any Proceeding
(or any proceeding commenced under Section 7 above) by reason of his Corporate
Status, whether or not he is acting or serving in any such capacity at the time
any liability or expense is incurred for which indemnification can be provided
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets
of the Company), assigns, spouses, heirs, executors and personal and legal
representatives. This Agreement shall continue in effect regardless of whether
the Indemnitee continues to serve as an officer or director of the Company or
any other Enterprise at the Company's request.

         11. SECURITY. To the extent requested by the Indemnitee and approved by
the Board of Directors of the Company, the Company may at any time and from time
to time provide security to the Indemnitee for the Company's obligations
hereunder through an irrevocable bank line of credit, funded trust or other
collateral. Any such security, once provided to the Indemnitee, may not be
revoked or released without the prior written consent of the Indemnitee, which
shall not be unreasonably withheld.

         12. ENFORCEMENT.

                  (a) The Company expressly confirms and agrees that it has
entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce the Indemnitee to serve as an officer or director of the
Company, and the Company acknowledges that the Indemnitee is relying upon this
Agreement in serving as an officer or director of the Company.

                  (b) The Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof.

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         13. DEFINITIONS. For purposes of this Agreement:

                  (a) "Corporate Status" shall describe the status of a person
who is or was a director, officer, employee or agent or fiduciary of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the express
written request of the Company.

                  (b) "Disinterested Director" shall mean a director of the
Company who is not and was not a party to the Proceeding in respect of which
indemnification is sought by the Indemnitee.

                  (c) "Enterprise" shall mean the Company and any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise of which the Indemnitee is or was serving at the express written
request of the Company as a director, officer, employee, agent or fiduciary.

                  (d) "Expenses" shall include all reasonable attorney's fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, participating or being or preparing to be
a witness in a Proceeding.

                  (e) "Independent Counsel" shall mean a law firm, or a member
of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five (5) years has been, retained to represent:
(i) the Company or the Indemnitee in any matter material to either such party
(other than with respect to matters concerning the Indemnitee under this
Agreement, or of other indemnitees under similar indemnification agreements); or
(ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or the Indemnitee in an action to determine the
Indemnitee's rights under this Agreement. The Company agrees to pay the
reasonable fees of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.

                  (f) "Proceeding" shall include any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought by or in the right of the Company or
otherwise and whether civil, criminal, administrative or investigative, in which
the Indemnitee was, is or will be involved as a party or otherwise, by reason of
the fact that the Indemnitee is or was a director of the Company, by reason of
any action taken by him or of any inaction on his part while acting as an
officer or director of the Company, or by reason of the fact that he is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other Enterprise;
in each case whether or not he is acting or serving in any such capacity at the
time any liability or expense is incurred for which indemnification can be
provided under this Agreement; including one pending on or before the date of
this Agreement; and excluding one initiated by the Indemnitee pursuant to
Section 7 above to enforce his rights under this Agreement.

         14. SEVERABILITY. If any provision or provisions of this Agreement
shall be held by a court of competent jurisdiction to be invalid, void, illegal
or otherwise unenforceable for any reason whatsoever: (i) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired


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<PAGE>

thereby and shall remain enforceable to the fullest extent permitted by law; and
(ii) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested thereby.

         15. MODIFICATION AND WAIVER. No supplement, modification, termination
or amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

         16. NOTICE BY THE INDEMNITEE. The Indemnitee agrees promptly to notify
the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification covered hereunder. The failure
to so notify the Company shall not relieve the Company of any obligation which
it may have to the Indemnitee under this Agreement or otherwise unless and only
to the extent that such failure or delay materially prejudices the Company.

         17. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid, on the third (3rd) business day after the
date on which it is so mailed to the addresses for the Company and the
Indemnitee set forth on the signature page hereto, or to such other address as
may have been furnished to the Indemnitee by the Company or to the Company by
the Indemnitee, as the case may be.

         18. COUNTERPARTS; FACSIMILE. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement. To the
maximum extent permitted by applicable law, this Agreement may be executed by
facsimile.

         19. HEADINGS. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

         20. GOVERNING LAW. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware without application of the conflict of laws principles
thereof.

         21. GENDER. Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.

"COMPANY":                                           FONEFRIEND, INC.



                                                     BY:
                                                     ---------------------------
                                                     NAME: JACKELYN GIROUX
                                                     TITLE:   PRESIDENT

                                                     "INDEMNITEE":

                                                     ---------------------------
                                                     NAME:    GARY A. RASMUSSEN


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