CONSULTANT AGREEMENT


     This Agreement ("Agreement") is made and entered into as of the 17th day of
May,  2004,  by  and  between  FoneFriend,  Inc.,  a  Delaware  corporation (the
"Company") and Equity Market Information Systems, Inc., a California corporation
(the  "Consultant").

WITNESSETH:

     WHEREAS,  the  Consultant  owns  a  proprietary  database  that  tracks and
measures  the  performance  of  over  300  market  support  companies,  enabling
Consultant  to  assist its clients in the identification and introduction to the
best investor relations promotional firm or firms for the Company's stock market
trading  program  needs.

     WHEREAS,  the  Consultant is engaged in the business of providing corporate
communication  services  and  administrating investor relations and stock market
trading  programs  on  behalf  of  its  clients;  and

     WHEREAS, the Company desires to retain Consultant for the purpose of having
Consultant  provide  its above referenced services to the Company and Consultant
hereby  agrees  to provide services to Company in accordance with the provisions
of  this  Agreement;

     NOW  THEREFORE, in consideration of the mutual promises made herein and for
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  hereto  agree  as  follows:

     1.     TERM.  This Agreement shall commence as of the date hereof and shall
            ----
continue  in  effect for an initial period of three (3) months thereafter unless
earlier  terminated  in accordance with the provisions hereof. In the event that
Consultant  materially  fails  to  deliver  the  services described in Section 2
within  30  calendar  days  of the Date of this Agreement - and specifically the
distribution  of  corporate  profiles  and  other  pertinent information to it's
audience  and  email  list  as  well  as contract with outsourced Market Support
Partners  -  the  Company  reserves  the  right  to  immediately  terminate this
Agreement by written notice to the Consultant and any remaining compensation due
under  this Agreement shall be forfeit except where such failure to deliver is a
direct result of the Company's actions or failure to act under this Agreement or
that  the Company receives an E-Listing, Cease Trade order or other catastrophic
market  event  such  as  a  significant  law  suit.

     2.     SERVICES.  The  Company  hereby  engages  Consultant  for  the  term
            --------
specified  in  Paragraph  1  hereof  to  render  such services and advice to the
Company  as  the  Company  may request. Company acknowledges that the Consultant
will  outsource  some  of  its  services  provided  to Company to third parties.
Consultant  shall  provide  to the Company copies of such outsourced third party
Agreements  upon  request.  Consultant  covenants  with  Company  that  it shall
indemnify  Company  from  any  liability  or  obligation  to such third parties.
Consultant's  duties  and  services  shall  include, but will not necessarily be
limited  to,  providing  assistance  with,  preparation  of, and undertaking the
following  activities:

          (a)     Development,  dissemination  and  distribution  of information
pertaining  to  the  Company  as  follows:

     MONTH  1
     --------
     Development  of  Corporate  Profiles  for  the  Company  as  a  pdf  file
     Distribution  of Corporate Profiles to Consultant's 700,000 email investors
     Distribution  of Corporate Profiles on Consultant's Corporate Profiles site
     Distribution  of  Corporate  Profiles  to  outsourced  email  investors
     Distribution of Corporate Profiles Coverage on Market Support Partner sites
     Distribution  of  Press  Releases  to  all  email  investor  lists
     Timing:  To  be  mutually  agreed  between  the  Company  and  Consultant

     Consultant  has  written, in conjunction with www.stockpatrol.com, a 2 page
                                                   -------------------
editorial article on the U.S. Investor Awareness Industry for inclusion in Value
Rich  Magazine  which  is  distributed Quarterly to 30,000 public company CEO's,
venture  capitalists,  broker  dealers, money managers and accredited investors.
The  article  includes a mention of the Consultant's forthcoming 2003 Report and
Survey  of the US Investor Awareness Industry and the Company shall benefit from
visibility of said publications over the duration of the Campaign by visitors to
the  Consultant's web sites. Consultant is not responsible for the actual timing
and  publication  date  of  the  Value  Rich article however Consultant shall be
announcing  and  distributing  it's  2003  Report  and Survey of the US Investor
Awareness  Industry  in  June  2004.

     MONTHS  2  AND  3
     -----------------
     Distribution  of  Press  Releases  to  all  email  investor  lists
     Distribution  of  Press  Releases  on  corporate  profiling  web  sites

     All  services  under  this  Agreement  are provided on an 'As-Is' and 'Best
Efforts'  basis  by  the Consultant and the third party Market Support Partners.

     3.     COMPENSATION.  For  all  services  rendered  in connection with this
            ------------
Agreement,  the  Consultant  shall  be  entitled  to the following compensation:

          (a)     a  cash fee in the amount of Thirty Five Thousand ($35,000.00)
Dollars,  payable  upon  the  execution  of  this  Agreement;  and

          (b)     a  thirty-six month option, substantially in the form attached
hereto  as  Exhibit  "A",  to  purchase  shares of the Company's common stock in
accordance  with  the  following:

          Option  Price                            Number  of  Options:
          -------------                            --------------------
          $0.25  cents  (twenty  five  cents)      50,000  (fifty  thousand)
          $0.50  cents  (fifty  cents)             50,000  (fifty  thousand)
          $1.00.  (one  dollar)                    50,000  (fifty  thousand)

          (c)     Shares  as  follows;

               (i)     two  hundred  fifty  thousand  (250,000)  shares shall be
issued  to  Consultant  thirty  (30)  days  after  the  date  hereof;  and

               (ii)    two  hundred  fifty  thousand  (250,000)  shares  of  the
Company's  common  shall  be issued to Consultant sixty (60) days after the date
hereof.

          (d)     All  Shares  issued  to  Consultant,  including  shares issued
pursuant  to  any stock option, shall be issued as "freely tradable" securities,
without  restrictive  endorsement,  having  been  registered under the Company's
registration  statement  filed  on  Form SB-2.  Company shall provide an Opinion
Letter from it's counsel to the Consultant to the effect that the 500,000 shares
issued to the Consultant under this Agreement have been duly registered for free
trading  status  and  are  not  subject  to  S8  or  Affiliate  rules.

     4.     REPRESENTATIONS  AND  WARRANTIES.  Consultant  hereby  represents,
            --------------------------------
warrants  and  covenants  and  agrees  with  the  Company  to  the  following:

          (a)     Sophistication  of  Consultant.  Consultant  has evaluated the
merits  and  risks  of  acquiring  the  Share  Options,  has  such knowledge and
experience  in financial and business matters that the undersigned is capable of
evaluating  the  merits  and  risks  of  such  acquisition,  is aware of and has
considered  the  financial  risks  and  financial hazards of acquiring the Share
Options  and  is  able to bear the economic risk of acquiring the Share Options,
including  the  possibility  of  a  complete  loss  with  respect  thereto;

          (b)     Access  to  Information.  Consultant  will have access to such
information  regarding the business and finances of the Company, the receipt and
careful  reading  of  which  is  hereby acknowledged by Consultant, and has been
provided  the opportunity to discuss with the Company's management the business,
affairs  and  financial  condition  of  the  Company and such other matters with
respect  to  the  Company  as  would concern a reasonable person considering the
transactions contemplated by this Agreement and/or concerned with the operations
of  the  Company  including,  without  limitation,  pursuant to a meeting and/or
discussions  with  management  of  the  Company;

          (c)     No  Guarantees.  It  never has been represented, guaranteed or
warranted  to  the Consultant by the Company, or any of its officers, directors,
agents,  representatives  or  employees,  or  any  other person, expressly or by
implication,  that:

               (i)     any  gain will be realized by the Consultant's investment
in  the  Shares  Options;

               (ii)    there  will  be  any approximate  or exact length of time
that  Consultant  will  be  required  to  remain  as  a  holder  of  Shares;  or

               (iii)   the  past  performance or experience  on  the part of the
Company,  its  predecessors or of any other person, will in any way indicate any
future  results  of  the  Company;

          (f)     No  Other Representations, Warranties, Covenants or Agreements
of  the Company. Except as set forth in this Agreement, the Company has not made
any  representation, warranty, covenant or agreement with respect to the matters
contained  herein,  and  Consultant  has  not  and  will  not  rely  on  any
representation,  warranty,  covenant  or  agreement  except as set forth in this
Agreement;

          (g)     High  Degree  of  Investment Risk. The investment in the Share
Options  involves  a  high degree of risk and may result in a loss of the entire
amount  invested;  there  is  no assurance that the Company's operations will be
profitable  in  the  future;  and there is no assurance that a public market for
shares  of  Common  Stock  will  continue  to  exist;

          (h)     No  General  Solicitation.  Consultant  has  not  received any
general solicitation of general advertising regarding the purchase of any of the
Share  Options.

          (i)     The  Consultant.  Agrees  and  warrants there will be no short
selling  in,  or  against,  the  Company's  securities  by  Consultant.

          (j}     Confidentiality;  Non-Circumvention.  The  Consultant
acknowledges  that  any  and  all  non-public  and/or  Confidential knowledge or
information  concerning  the Company, its affairs and business activity obtained
by Consultant, its principals, employees and/or contractors in the course of its
engagement  hereunder is strictly confidential, and the Consultant covenants not
to  reveal same to any other persons and/or entities, including, but not limited
to, competitors of the Company and that it will not impart any such knowledge to
anyone  whosoever  during  the  term hereof or anytime thereafter.  Further, the
Consultant  agrees  not  to  partake, either itself or in conjunction with other
third  parties,  in  any activities or dealings that would circumvent, bypass or
obviate the business or economic opportunities or best interests of the Company.
All  information, including but not limited to business operations, software and
other intellectual property rights, pertaining to the Company which is forwarded
to,  or  otherwise  obtained  by  the Consultant hereunder, is to be received in
strict  confidence  and  used only for the purposes of this Agreement and not in
circumvention  of  any business or economic opportunity or business relationship
of  the  Company. The provisions of this Paragraph shall survive the termination
of  this  Agreement.

     5.     OTHER  CONSULTING  CLIENTS. The Company acknowledges that Consultant
            --------------------------
is in the business of providing services and consulting advice to other parties.
Nothing  herein  contained shall be construed to limit or restrict Consultant in
conducting  such  business  with  others, or in rendering such advice to others,
provide  that Consultant shall not take any action, to the best of its knowledge
and  belief  that  would  be  contrary  to  the  interests  of  the  Company.

     6.     INDEMNIFICATION.
            ---------------

          (a)     The  Company agrees to indemnify and hold harmless Consultant,
its  employees,  directors,  officers,  agents,  representatives and controlling
persons  from  and  against  any  and  all losses, claims, damages, liabilities,
suits,  actions,  proceedings,  costs  and  expenses  (collectively, "Damages"),
including,  without  limitation,  reasonable  attorney fees and expenses, as and
when  incurred, if such Damages were directly caused by, relating to, based upon
or  arising  out  of  the  rendering  by Consultant of services pursuant to this
Agreement,  so long as Consultant shall not have engaged in illegal, intentional
or  willful  misconduct, or shall not have been grossly negligent, in connection
with  the  services  provided  which  form  the  basis  of  the  claim  for
indemnification. This paragraph shall survive the termination of this Agreement.

          (b)     The  Consultant  agrees  to  indemnify  and  hold harmless the
Company,  its  employees,  directors,  officers,  agents,  representatives  and
controlling  persons  from  and  against any and all Damages, including, without
limitation, reasonable attorney fees and expenses, as and when incurred, if such
Damages  were  directly caused by, relating to, based upon or arising out of the
rendering  by  Consultant  of services pursuant to this Agreement, if Consultant
shall  have engaged in illegal, intentional or willful misconduct, or shall have
been  grossly negligent, in connection with the services provided which form the
basis  of  the  claim  for  indemnification.  This  paragraph  shall survive the
termination  of  this  Agreement.

     7.     INDEPENDENT  CONTRACTOR.  Consultant shall perform its services here
            -----------------------
under  as  an  Independent  Contractor  and  not  as an employee or agent of the
Company or any affiliate thereof. Consultant shall have no authority to act for,
represent  or bind the Company or any affiliate thereof in any matter, except as
may  be  expressly  agreed  to  by  the  Company  in  writing from time to time.

     8.     ARBITRATION.  In the event of any dispute under this Agreement, then
            -----------
and  in  such  event,  each party agrees that the same shall be submitted to the
American  Arbitration  Association  ("AAA")  in Los Angeles, California, for its
decision  and  determination in accordance with it rules and regulations then in
effect.  Each  of  the parties agrees that the decision and/or award made by the
AAA  may  be  entered  as  judgment  and  enforced  by  any  court  of competent
jurisdiction.

     9.     NOTICES.  Any  notice  to be given by either party to the other here
            -------
under  shall  be  sufficient if in writing and sent by (a) nationally recognized
overnight courier, (b) facsimile transmission electronically confirmed, (c) hand
delivery  against  receipt,  (d)  registered  or  certified mail, return receipt
requested,  in each case addressed to such party at the address specified below:

     If  to  Company:     FoneFriend,  Inc.
                          Attn:  President
                          14545  Friar  Street,  Suite  103
                          Van  Nuys,  CA  91411
                          Fax:  (818)  376-0680

     If to Consultant:    Equity  Market  Information  Systems,  Inc.
                          Attn:  Chris  Lewis
                          8776  Shea  Boulevard,  #  B3A-308
                          Scottsdale,  AZ  85260
                          Fax:  (480)  459-5429

     Or,  such  other  address  as  either party may have given notice of to the
other  party,  from  time  to  time,  in  writing.

     10.    MISCELLANEOUS.  This  Agreement  constitutes  the  entire  agreement
            -------------
between  the  parties with respect to the subject matter hereof. No provision of
this  Agreement  may be amended, modified or waived, except in writing signed by
both  parties.  This  Agreement shall be biding upon and inure to the benefit of
each  of  the parties and their respective successors, legal representatives and
assigns.  Either  party without the written consent of the other party shall not
assign  this  Agreement.  This  Agreement  may  be executed in counterparts. The
validity,  construction,  interpretation  and  effect  of  this  Agreement shall
exclusively  be  governed  by  and  determined in accordance with the law of the
State  of  Delaware,  irrespective  of  the fact that one or more of the parties
hereto  resides  in,  or is domiciled in another state, and except to the extent
preempted  by  federal  law,  which  shall  to  the  extent  govern.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duty  executed  on  the  day  of  the  year  first  above  written.

"CONSULTANT"

Equity  Market  Information  Systems,  Inc.



By:    /s/  Chris  Lewis
       -----------------
       Chris  Lewis
Title: President

"COMPANY"

FoneFriend,  Inc.



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




                                  EXHIBIT "A"
                         FORM OF STOCK OPTION AGREEMENT
                         ------------------------------

                                GRANT OF OPTION

DATE  OF  GRANT:  MAY  19,  2004.


     This Grant of Option agreement ("Agreement"), dated as of the Date of Grant
first  stated  above  (the "Date of Grant"), is delivered by FoneFriend, Inc., a
Delaware  corporation  (the  "Company"),  to  Equity Market Information Systems,
Inc.,  a California corporation (the "Consultant"), which is expected to provide
services  to  the  Company  as  a  consultant  in  accordance  with that certain
Consulting  Agreement  to  which this Grant of Option is attached as an exhibit.

     WHEREAS,  the Company has filed a registration statement to register shares
of  its  common  stock  pursuant  to  Form  SB-2  (the  "SB-2");

     WHEREAS,  the  Company  will file a post effective amendment to its SB-2 to
provide  for  the issuance of registered shares of the Company's common stock to
Consultant  upon  the  exercise  of  the  option  granted  hereunder;  and

     WHEREAS,  the  Company has determined that it would be in its best interest
to  grant  the  incentive  stock  options  documented  herein;

     NOW,  THEREFORE,  the parties hereto, intending to be legally bound hereby,
agree  as  follows:

1.   Grant  of  Option.

     Subject  to  the  terms  and  conditions hereinafter set forth, the Company
hereby  grants to the Consultant, as of the Date of Grant, an option to purchase
up  to  150,000  shares of Stock, which shall be exercisable in such amounts and
purchased  at  such  prices  as  set  forth  below:

          50,000  shares  at  a  purchase  price  of  $0.25  per  share;  and
          50,000  shares  at  a  purchase  price  of  $0.50  per  share;  and
          50,000  shares  at  a  purchase  price  of  $1.00  per  share;  and

2.   Term  of  Option.

     Subject  to  the  other  provisions  of  this Agreement, the Option and all
rights  hereunder with respect thereto, to the extent such rights shall not have
been  exercised, shall terminate and become null and void thirty-six months from
the  Date  of  Grant,  or  upon  the  termination  of  this  Agreement.

     Further,  this Option and all rights hereunder with respect thereto, to the
extent  such  rights  shall  not have been exercised, shall terminate and become
null  and  void  in  the  event of the bankruptcy or dissolution the Consultant.

3.   Exercise  of  Option.

     (a)     The  Consultant  may exercise the Option with respect to all or any
part  of  the  number  of Option Shares then exercisable hereunder by giving the
Company written notice of intent to exercise the Option.  The notice of exercise
shall  specify  the  number  of  Option  Shares  as to which the Option is to be
exercised  and  the  date  of  exercise  thereof.

     (b)     Payment  of  the purchase price of any Option Shares, in respect of
which  the  Option  shall  be  exercised,  shall be made by the Consultant on or
before  the  exercise  date  specified in the notice of exercise by certified or
bank  cashier's  check, or by bank wire transfer, in the amount of such purchase
price payable to the order of the Company.  The Consultant also agrees to assume
responsibility  to  pay any required income tax, or withholding taxes, which may
be  imposed  on  the  purchase  of  any  Option  Shares.

     (c)     On  the  exercise  date  specified in the Consultant's notice or as
soon thereafter  as is  practicable,  the Company shall cause to be delivered to
the  Consultant, a  certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued stock or reacquired Stock, as the Company
may  elect)  upon  full  payment  for  such  Option Shares.  However, if (i) the
Consultant  is  subject to Section 16 of the Securities Exchange Act of 1934 and
(ii)  the Consultant exercises the Option before six months have passed from the
Date  of  Grant,  the  Company shall be permitted if required to comply with the
exemptive  provisions  of  Section  16 of the Securities Exchange Act of 1934 to
hold  in  its custody any stock certificate arising from such exercise until six
months  has  passed  from  the  Date of Grant.  The obligation of the Company to
deliver  Stock  shall,  however, be subject to the condition that if at any time
the  Board shall determine in their discretion that the listing, registration or
qualification of the Option or the Option Shares upon any securities exchange or
under  any  state or federal law, or the consent or approval of any governmental
regulatory  body,  is necessary or desirable as a condition of, or in connection
with, the Option or the issuance or purchase of Stock thereunder, the Option may
not  be  exercised  in  whole  or  in  part  unless  such listing, registration,
qualification,  consent or approval shall have been effected or obtained free of
any  conditions  not  acceptable  to  the  Board.

     (d)     If  the  Consultant  fails  to  pay  for  any  of the Option Shares
specified  in such  notice of exercise, or fails to accept delivery thereof, the
Consultant's  right  to  purchase  such  Option  Shares  shall  be  terminated
immediately  by  the  Company  without  notice.  The  date  specified  in  the
Consultant's notice as the date of exercise shall be deemed the date of exercise
of  the  Option,  provided  that  payment  in  full  for the Option Shares to be
purchased  upon  such  exercise  shall  have  been  received  by  such  date.

4.   Adjustment  of  and  Changes  in  Stock  of  the  Company.

     In the event of a reorganization, recapitalization, change of shares, stock
split,  stock  dividend, reclassification, subdivision or combination of shares,
merger,  consolidation,  rights  offering,  or any other change in the corporate
structure or shares of capital stock of the Company, the Company shall make such
adjustment  as  may be required under the applicable reorganization agreement in
the  number  and  kind of shares of common stock subject to the Option or in the
option  price;  provided,  however,  that  no  such  adjustment  shall  give the
Consultant  any  additional  benefits under the Option. If there is no provision
for  the  treatment  of the Option under an applicable reorganization agreement,
the  Option may terminate on a date determined by the Company following at least
thirty  (30)  days  written  notice  to  the  Consultant.

5.   No  Rights  of  Stockholders.

     Neither  the  Consultant nor any personal representative shall be, or shall
have  any  of  the  rights  and  privileges of a stockholder of the Company with
respect  to  any  Option Shares purchasable or issuable upon the exercise of the
Option,  in  whole  or  in  part,  prior  to the date of exercise of the Option.

6.   Non-Transferability  of  Option.

     During  the  term hereof, the Option hereunder shall be exercisable only by
the  Consultant or its duly appointed legal representative, and the Option shall
not be transferable, nor shall the Option be subject to attachment, execution or
other  similar  process.  In  the  event of (a) any attempt by the Consultant to
alienate, assign, pledge, hypothecate or otherwise dispose of the option, except
as  provided for herein, or (b) the levy of any attachment, execution or similar
process  upon the rights or interest hereby conferred, the Company may terminate
the  Option  by  notice to the Consultant and it shall thereupon become null and
void.

7.   Restriction  on  Exercise.

     The  Option  may not be exercised if the issuance of the Option Shares upon
such  exercise  would  constitute a violation of any applicable federal or state
securities  or other law or valid regulation.  As a condition to the exercise of
the Option, the Company may require the Consultant exercising the Option to make
any  representation  or  warranty  to  the  Company  as  may  be required by any
applicable  law  or  regulation and, specifically, may require the Consultant to
provide  evidence  satisfactory  to the Company that the Option Shares are being
acquired  without  any  present  intention  to  sell or distribute the shares in
violation  of  any federal or state securities or other law or valid regulation.

8.   Representations  of  Consultant.

     (a)     Consultant  acknowledges,  recognizes  and  understands  that  the
purchase  of  the  Option  Shares  is  considered  speculative and considered to
involve  a  high  degree  of  risk.  The Consultant has made its own independent
investigation  of  the  Company  and  others to the extent it deems necessary to
determine  the  propriety  of  the  purchase of the Option Shares, and will rely
solely  on  such  independent  investigation  and  upon the review and advice by
Consultant's  own  independent  legal  counsel,  with  respect  to such matters.

     (b)     Consultant, and/or its representatives, have had the opportunity to
discuss  with  the  Company's  representatives  the  business  activities of the
Company  and  to  review  and to discuss the following documents and information
concerning  the  Company:

          (1)     All  public  filings  made  by  the  Company  pursuant  to the
reporting requirements of the Securities Exchange Act of 1934, including but not
limited  to the Company's financial and business information filed in its latest
10-K,  10-Q,  8-K  and  its  registration  statement  under  Form  SB-2;  and

          (2)     Such  other  documents  and  information as the Consultant may
reasonably  request  to  conduct  its  independent investigation of the Company.

9.   Consultant  Status  Not  Affected.

     The  granting  of  the  Option  or  its  exercise shall not be construed as
granting  to  the  Consultant  any  right  with  respect  to  continuance of its
Consulting  Agreement  with  the Company, to which this Option is attached as an
exhibit.  Except  as may otherwise be limited by a written agreement between the
Company  and  the  Consultant,  the  right  of  the  Company  to  terminate  the
Consultant's  Consulting  Agreement, in accordance with the provisions contained
therein, is specifically reserved by the Company, and hereby acknowledged by the
Consultant.

10.  Amendment  of  Option.

     The  terms of the Option may be amended by the Company at any time prior to
exercise: (i) if the Board determines, in its sole and absolute discretion, that
amendment is necessary or advisable in the light of any addition to or change in
the  Internal  Revenue Code of 1986, or in the regulations issued thereunder, or
any  federal  or  state securities law or other law or regulation, which  change
occurs  after  the Date of Grant and by its terms applies to the Option; or (ii)
other than in the circumstances described in clause (i), with the consent of the
Consultant.

11.  Notice.

     All notices, requests, demands, and other communications hereunder shall be
in  writing and shall be deemed to have been duly given if delivered personally,
or  by  certified  mail  with return receipt requested, or by overnight delivery
service  with  receipt  confirmation,  or by facsimile transmission with receipt
confirmation,  as  follows:

     To  Company:     FoneFriend,  Inc.
                      14545  Friar  Street,  Suite  103
                      Van  Nuys,  CA  91411
                      Attn:  President
                      Fax:  (818)  376-0680

     To  Consultant:  Equity  Market  Information  Systems,  Inc.
                      Attn:  Chris  Lewis
                      8776  Shea  Boulevard,  #  B3A-308
                      Scottsdale,  AZ  85260
                      Fax:  (480)  459-5429


12.  Incorporation  of  SB-2  by  Reference.

     The Option is granted pursuant to registration under the SB-2, the terms of
which,  and  the  information  contained  therein,  are  incorporated  herein by
reference,  and  the  registration of the shares of common stock underlying this
Option  shall  in  all  respects be interpreted in accordance with, and shall be
subject  to,  the  SB-2.

13.  Governing  Law.

     The  validity,  construction,  interpretation  and effect of this Agreement
shall  exclusively  be  governed by and determined in accordance with the law of
the  State of Delaware, irrespective of the fact that one or more of the parties
hereto  resides  in,  or is domiciled in another state, and except to the extent
preempted  by  federal  law,  which  shall  to  the  extent  govern.

     IN  WITNESS  WHEREOF,  the parties hereto have caused their respective duly
authorized  representatives  to execute this Agreement, effective as of the Date
of  Grant.

"COMPANY"

FONEFRIEND,  INC.
a  Delaware  corporation



By:  ______________________________________
     Name:
     Title:


ACCEPTED  AND  AGREED  TO  AS  OF  THE  DATE  OF  GRANT:

"CONSULTANT"

EQUITY  MARKET  INFORMATION  SYSTEMS,  INC.
An  Arizona  corporation



By:  ______________________________________
     Name:
     Title:

<PAGE>

                          NOTICE OF EXERCISE OF OPTION


     The  undersigned  record  holder  of  the  within Option hereby irrevocably
elects  to  exercise the right to purchase __________ Option Shares evidenced by
the  within  Option, according to the terms and conditions thereof, and herewith
makes  payment  of  the  purchase price in full.  Further, the Consultant hereby
represents  that  it  is not subject to any requirements under Section 16 of the
Securities  Exchange Act of 1934. The undersigned requests that certificates for
such  Option  Shares  shall  be  issued  by  the  Company  forthwith.


Dated:  ____________________,  __________.



                   __________________________________________
                                    Signature


                   __________________________________________
                             Print  Name  of  Signatory


                   __________________________________________
                                (Street  Address)

                   __________________________________________
                             (City,  State  Postal  Code)


                   __________________________________________
                             (Tax  Payer  I.D.  Number)