FONEFRIEND  INC
PLACEMENT AGR WITH CHARLESTON CAPITAL
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>5
<FILENAME>doc4.txt
<DESCRIPTION>PLACEMENT AGR WITH CHARLESTON CAPITAL
<TEXT>

Exhibit  10.12

                            PLACEMENT AGENT AGREEMENT


Dated  as  of:  February  25,  2004.

     The  undersigned, FoneFriend, Inc., a Delaware corporation (the "COMPANY"),
hereby  agrees  with  Charleston Capital Corporation, a Florida corporation (the
"PLACEMENT  AGENT") and Dutchess Private Equities Fund, L.P., a Delaware Limited
Partnership  (the  "INVESTOR")  as  follows:

1.     OFFERING.  The  Company  hereby engages the Placement Agent to act as its
exclusive  placement  agent  in  connection  with the Investment Agreement dated
February  25,  2004  (the  "INVESTMENT AGREEMENT") pursuant to which the Company
shall  issue and sell to the Investor, from time to time, and the Investor shall
purchase  from  the  Company  (the  "OFFERING")  up  to  Three  Million  Dollars
($3,000,000)  of  the  Company's  Class  A  Voting Common Stock (the "COMMITMENT
AMOUNT"),  par  value  $0.001 per share (the "COMMON STOCK"), at price per share
equal  to  the  Purchase  Price,  as  that  term  is  defined  in the Investment
Agreement.  Pursuant  to  the  terms  hereof,  the  Placement Agent shall render
consulting  services to the Company with respect to the Investment Agreement and
shall  be  available  for  consultation  in  connection  with the advances to be
requested  by the Company pursuant to the Investment Agreement.  All capitalized
terms  used  herein and not otherwise defined herein shall have the same meaning
ascribed  to  them  as in the Investment Agreement. The Investor will be granted
certain  registration  rights with respect to the Common Stock as more fully set
forth  in  a  Registration Rights Agreement between the Company and the Investor
dated  February 25, 2004 (the "REGISTRATION RIGHTS AGREEMENT"). The documents to
be  executed  and  delivered in connection with the Offering, including, but not
limited,  to  this  Agreement,  the  Investment  Agreement, and the Registration
Rights  Agreement,  and  any Prospectus or other disclosure document ( including
all  amendments  and  supplements ) utilized in connection with the Offering are
referred  to sometimes hereinafter collectively as the "OFFERING MATERIALS." The
Company's Common Stock is sometimes referred to hereinafter as the "SECURITIES."
The  Placement  Agent  shall  not  be  obligated to sell any Securities and this
Offering  by  the  Placement  Agent  shall  be solely on a "best efforts basis."

2.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  PLACEMENT  AGENT.

     The  Placement  Agent  represents,  warrants  and  covenants  as  follows:

     (a)     The  Placement  Agent  has  the  necessary power to enter into this
Agreement  and  to  consummate  the  transactions  contemplated  hereby.

     (b)     The execution and delivery by the Placement Agent of this Agreement
and  the consummation of the transactions contemplated herein will not result in
any  violation  of,  or  be in conflict with, or constitute a default under, any
agreement  or instrument to which the Placement Agent is a party or by which the
Placement  Agent or its properties are bound, or any judgment, decree, order or,
to  the  Placement Agent's knowledge, any statute, rule or regulation applicable
to  the  Placement  Agent.  This  Agreement  when  executed and delivered by the
Placement Agent, will constitute the legal, valid and binding obligations of the
Placement  Agent,  enforceable in accordance with their respective terms, except
to  the  extent that: (i) the enforceability hereof or thereof may be limited by
bankruptcy,  insolvency, reorganization, moratorium or similar laws from time to
time  in  effect  and  affecting  the  rights  of  creditors generally, (ii) the
enforceability  hereof or thereof is subject to general principles of equity, or
(iii)  the  indemnification  provisions  hereof  or thereof may be held to be in
violation  of  public  policy.

     (c)     Upon  receipt  and  execution of this Agreement the Placement Agent
will promptly forward copies of this Agreement to the Company or its counsel and
to  the  Investor  or  its  counsel.

     (d)     The  Placement  Agent  will  not take any action that it reasonably
believes  would  cause  the Offering to violate the provisions of the Securities
Act  of  1933,  as amended (the "1933 ACT"), the Securities Exchange Act of 1934
(the  "1934  ACT"), the respective rules and regulations promulgated there under
(the  "RULES  AND  REGULATIONS")  or  applicable "Blue Sky" laws of any state or
jurisdiction.

     (e)     The  Placement  Agent  will use all reasonable efforts to determine
whether  the  Investor  is  an  Accredited  Investor  and  that  any information
furnished  by the Investor is true and accurate.  The Placement Agent shall have
no  obligation  to  insure  that:  (i)  any check, note, draft or other means of
payment  for  the  Common Stock will be honored, paid or enforceable against the
Investor in accordance with its terms, or (ii) subject to the performance of the
Placement  Agent's  obligations  and  the  accuracy  of  the  Placement  Agent's
representations  and  warranties hereunder, that the Offering is exempt from the
registration requirements of the 1933 Act or any applicable state "Blue Sky" law
or  that  the  Investor  is  an  Accredited  Investor.

     (f)     The  Placement  Agent  is  a  member of the National Association of
Securities  Dealers,  Inc.,  and is a broker-dealer registered as such under the
1934  Act  and  under  the securities laws of the states in which the Securities
will  be  offered  or  sold  by the Placement Agent unless an exemption for such
state  registration  is available to the Placement Agent. The Placement Agent is
in  compliance  with  all  material  rules  and  regulations  applicable  to the
Placement  Agent generally and applicable to the Placement Agent's participation
in  the  Offering.

3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.

     The  Company  makes  to  the  Placement  Agent  all the representations and
warranties  it  makes  to  the  Investor  in  the  Investment  Agreement and, in
addition,  represents  and  warrants  as  follows:

     (a)     The  execution, delivery and performance of each of this Agreement,
the  Investment Agreement and the Registration Rights Agreement has been or will
be  duly  and validly authorized by the Company and is, and with respect to this
Agreement,  the  Investment Agreement and the Registration Rights Agreement will
each be, a valid and binding agreement of the Company, enforceable in accordance
with  its  respective  terms,  except to the extent that: (i) the enforceability
hereof  or  thereof  may  be  limited by bankruptcy, insolvency, reorganization,
moratorium  or similar laws from time to time in effect and affecting the rights
of  creditors generally, (ii) the enforceability hereof or thereof is subject to
general  principles of equity, or (iii) the indemnification provisions hereof or
thereof  may  be  held to be in violation of public policy. The Securities to be
issued  pursuant  to  the  transactions  contemplated  by this Agreement and the
Investment  Agreement have been duly authorized and, when issued and paid for in
accordance  with  (x)  this  Agreement,  the  Investment  Agreement  and  the
certificates/instruments  representing  such  Securities,  (y) will be valid and
binding  obligations  of  the  Company,  enforceable  in  accordance  with their
respective  terms,  except to the extent that (1) the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, and
(2)  the  enforceability thereof is subject to general principles of equity. All
corporate  action  required to be taken for the authorization, issuance and sale
of  the  Securities  has  been  duly  and  validly  taken  by  the  Company.

     (b)     The  Company  has  a  duly  authorized,  issued  and  outstanding
capitalization  as set forth herein and in the Investment Agreement. The Company
is  not  a  party  to or bound by any instrument, agreement or other arrangement
providing  for it to issue any capital stock, rights, warrants, options or other
securities,  except  for  this Agreement, the agreements described herein and as
described  in the Investment Agreement, dated the date hereof and the agreements
described  therein.  All  issued and outstanding securities of the Company, have
been  duly  authorized and validly issued and are fully paid and non-assessable;
the  holders  thereof  have  no  rights  of rescission or preemptive rights with
respect  thereto  and  are not subject to personal liability solely by reason of
being  security holders; and none of such securities were issued in violation of
the  preemptive  rights of any holders of any security of the Company. As of the
date hereof, the authorized capital stock of the Company consists of 200,000,000
shares  of  Common Stock, par value $0.001 per share, of which 19,184,444 shares
of  Common  Stock  are issued and outstanding and 50,000,000 shares of Preferred
Stock, par value $.001 per share, of which no shares are issued and outstanding.

     (c)     The Common Stock to be issued in accordance with this Agreement and
the  Investment  Agreement has been duly authorized and when issued and paid for
in  accordance  with  this  Agreement,  the  Investment  Agreement  and  the
certificates/instruments representing such Common Stock, will be validly issued,
fully-paid  and  non-assessable;  the  holders  thereof  will  not be subject to
personal  liability  solely by reason of being such holders; such Securities are
not  and  will  not  be  subject  to  the preemptive rights of any holder of any
security  of  the  Company.

4.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  INVESTOR.

     The  Investor  makes  to  the  Placement  Agent all the representations and
warranties  it makes to the Company in the Investment Agreement and, in addition
represents,  warrants  and  covenants  as  follows:

     (a)     The  Investor  has the necessary power to enter into this Agreement
and  to  consummate  the  transactions  contemplated  hereby.

     (b)     The  execution  and  delivery by the Investor of this Agreement and
the  consummation of the transactions contemplated herein will not result in any
violation  of,  or  be  in  conflict  with,  or  constitute a default under, any
agreement  or  instrument  to  which  the  Investor  is  a party or by which the
Investor  or its properties are bound, or any judgment, decree, order or, to the
Investor's  knowledge,  any  statute,  rule  or  regulation  applicable  to  the
Investor.  This  Agreement  when  executed  and  delivered by the Investor, will
constitute the legal, valid and binding obligations of the Investor, enforceable
in  accordance  with  their respective terms, except to the extent that: (i) the
enforceability  hereof  or  thereof  may  be  limited by bankruptcy, insolvency,
reorganization,  moratorium  or  similar  laws  from  time to time in effect and
affecting  the  rights of creditors generally, (ii) the enforceability hereof or
thereof is subject to general principles of equity, or (iii) the indemnification
provisions  hereof  or  thereof may be held to be in violation of public policy.

     (c)     the  Investor  is  not,  and  will  not  be,  as  a  result  of the
transactions  contemplated  by  the  Offering  Materials  a  "dealer" within the
meaning  of the Securities Exchange Act of 1934 and applicable federal and state
securities  laws and regulations. The Investor covenants that in this respect it
is and will remain in compliance with the requirements of applicable "no action"
rulings  of  the  U.S.  Securities  Exchange  Commission.

     (iv)     The  Investor  will  promptly  forward  copies  of any and all due
diligence  questionnaires  compiled  by  the  Investor  to  the Placement Agent.

5.     CERTAIN  COVENANTS  AND  AGREEMENTS  OF  THE  COMPANY.

     The  Company covenants and agrees at its expense and without any expense to
the  Placement  Agent  as  follows:

     (a)     To advise the Placement Agent of any material adverse change in the
Company's  financial  condition,  prospects  or  business  or of any development
materially  affecting the Company or rendering untrue or misleading any material
statement in the Offering Materials occurring at any time as soon as the Company
is  either  informed  or  becomes  aware  thereof.

     (b)     To  use  its  commercially  reasonable  efforts to cause the Common
Stock  issuable  in connection with the Equity Line of Credit to be qualified or
registered  for  sale  on terms consistent with those stated in the Registration
Rights  Agreement  and  under  the  securities laws of such jurisdictions as the
Placement  Agent  and  the  Investor  shall  reasonably  request. Qualification,
registration  and  exemption  charges  and  fees  shall  be at the sole cost and
expense  of  the  Company.

     (c)     Upon  written  request,  to  provide  and  continue  to provide the
Placement  Agent  and  the Investor copies of all quarterly financial statements
and audited annual financial statements prepared by or on behalf of the Company,
other  reports prepared by or on behalf of the Company for public disclosure and
all  documents  delivered  to  the  Company's  stockholders.

     (d)     To  deliver,  during  the  registration  period  of  the Investment
Agreement,  to  the  Placement  Agent  upon  the  Placement  Agent's  request,

          (i)     within  forty  five  (45)  days, a statement of its income for
each  such quarterly period, and its balance sheet and a statement of changes in
stockholders'  equity  as of the end of such quarterly period, all in reasonable
detail,  certified  by  its  principal  financial  or  accounting  officer;

          (ii)     within  ninety (90) days after the close of each fiscal year,
its balance sheet as of the close of such fiscal year, together with a statement
of  income,  a  statement  of changes in stockholders' equity and a statement of
cash  flow  for  such  fiscal  year,  such  balance  sheet, statement of income,
statement of changes in stockholders' equity and statement of cash flow to be in
reasonable detail and accompanied by a copy of the certificate or report thereon
of  independent  auditors  if  audited  financial  statements  are prepared; and

          (iii)     a  copy  of all documents, reports and information furnished
to its stockholders at the time that such documents, reports and information are
furnished  to  its  stockholders.

          (iv)     a copy of all documents, reports and information furnished to
the  Investor  at  the  time  that  such  documents, reports and information are
furnished  to  the  Investor.

     (e)     To  comply  with  the  terms  of  the  Offering  Materials.

     (f)     To  ensure  that  any transactions between or among the Company, or
any  of  its  officers, directors and affiliates be on terms and conditions that
are  no  less favorable to the Company, than the terms and conditions that would
be  available  in an "arm's length" transaction with an independent third party.

6.     INDEMNIFICATION.

     (a)     The  Company  hereby  agrees  that  it  will indemnify and hold the
Placement  Agent  and  each  officer,  director,  shareholder,  employee  or
representative of the Placement Agent and each person controlling, controlled by
or  under  common control with the Placement Agent within the meaning of Section
15  of  the  1933  Act  or  Section  20  of  the 1934 Act or the SEC's Rules and
Regulations promulgated there under (the "Rules and Regulations"), harmless from
and  against  any  and  all  loss,  claim,  damage,  liability,  cost or expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses  and  disbursements  incurred  in connection with investigating,
preparing  to  defend or defending any action, suit or proceeding, including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as  a  witness in any action, suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a  deposition)  to  which  the Placement Agent or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, the Rules
and  Regulations, or any other federal or state law or regulation, common law or
otherwise,  arising  out  of  or based upon: (i) any untrue statement or alleged
untrue  statement  of  a  material  fact  contained  in  (1)  Section  4 of this
Agreement,  (2) the Offering Materials (except those written statements relating
to  the  Placement  Agent given by an indemnified person for inclusion therein),
(3)  any  application or other document or written communication executed by the
Company  or based upon written information furnished by the Company filed in any
jurisdiction  in  order  to  qualify  the Common Stock under the securities laws
thereof,  or  any  state  securities  commission or agency; (ii) the omission or
alleged  omission from documents described in clauses (1), (2) or (3) above of a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading;  or  (iii) the breach of any representation, warranty,
covenant or agreement made by the Company in this Agreement. The Company further
agrees  that  upon  demand by an indemnified person, at any time or from time to
time,  it  will  promptly reimburse such indemnified person for any loss, claim,
damage,  liability,  cost  or  expense  actually  and  reasonably  paid  by  the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the  foregoing  provisions of this Paragraph 6(a), any
such  payment or reimbursement by the Company of fees, expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment by
a  court  of competent jurisdiction (after all appeals or the expiration of time
to  appeal)  is  entered  against the Placement Agent or such indemnified person
based  upon  specific  finding  of  fact  as  to  the  Placement  Agent  or such
indemnified  person's  gross  negligence or willful misfeasance will be promptly
repaid  to  the  Company.

     (b)     The  Placement  Agent hereby agrees that it will indemnify and hold
the  Company and each officer, director, shareholder, employee or representative
of  the  Company,  and  each  person  controlling, controlled by or under common
control  with  the  Company  within the meaning of Section 15 of the 1933 Act or
Section  20  of  the  1934  Act  or the Rules and Regulations, harmless from and
against  any  and all loss, claim, damage, liability, cost or expense whatsoever
(including,  but  not  limited  to,  any and all reasonable legal fees and other
expenses  and disbursements incurred in connection with investigating, preparing
to  defend or defending any action, suit or proceeding, including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition)  to  which the Company or such indemnified person of the Company may
become  subject  under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any  other  federal or state law or regulation, common law or otherwise, arising
out  of  or  based upon: (i) the conduct of the Placement Agent or its officers,
employees  or  representatives  in  willful  violation  of  any of such laws and
regulations  while  acting  as  Placement  Agent  for  the  Offering or (ii) the
material  breach  of any representation, warranty, covenant or agreement made by
the  Placement Agent in this Agreement (iii) any false or misleading information
provided  to  the  Company  by one of the Placement Agent's indemnified persons.

     (c)     The  Investor  hereby  agrees  that  it will indemnify and hold the
Placement  Agent  and  each  officer,  director,  shareholder,  employee  or
representative  of  the Placement Agent, and each person controlling, controlled
by  or  under  common  control  with  the  Placement Agent within the meaning of
Section  15  of  the  1933  Act  or  Section 20 of the 1934 Act or the Rules and
Regulations,  harmless  from  and  against  any  and  all  loss,  claim, damage,
liability,  cost  or  expense whatsoever (including, but not limited to, any and
all  reasonable  legal  fees  and  other  expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any action, suit
or  proceeding, including any inquiry or investigation, commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in  any  action,  suit  or  proceeding,  including any inquiry, investigation or
pretrial  proceeding  such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the  1934  Act,  the Rules and Regulations, or any other federal or state law or
regulation,  common  law  or  otherwise,  arising  out of or based upon: (i) the
conduct  of  the  Investor  or its officers, employees or representatives in its
acting  as  the  Investor  for  the  Offering or (ii) the material breach of any
representation,  warranty,  covenant  or  agreement  made by the Investor in the
Offering  Materials  (iii)  any  false or misleading information provided to the
Placement  Agent  by  the Investor or one of the Investor's indemnified persons.

     (d)     The  Placement  Agent hereby agrees that it will indemnify and hold
the Investor and each officer, director, shareholder, employee or representative
of  the  Investor,  and  each  person controlling, controlled by or under common
control  with  the  Investor within the meaning of Section 15 of the 1933 Act or
Section  20  of  the  1934  Act  or the Rules and Regulations, harmless from and
against  any  and all loss, claim, damage, liability, cost or expense whatsoever
(including,  but  not  limited  to,  any and all reasonable legal fees and other
expenses  and disbursements incurred in connection with investigating, preparing
to  defend or defending any action, suit or proceeding, including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition) to which the Investor or such indemnified person of the Investor may
become  subject  under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any  other  federal or state law or regulation, common law or otherwise, arising
out  of  or  based upon: (i) the conduct of the Placement Agent or its officers,
employees  or  representatives  in  willful  violation  of  any of such laws and
regulations  while  acting  as  the Placement Agent for the Offering or (ii) the
material  breach  of any representation, warranty, covenant or agreement made by
the  Placement Agent in this Agreement (iii) any false or misleading information
provided  to  the  Investor by one of the Placement Agent's indemnified persons.

     (e)     Promptly  after  receipt  by  an  indemnified  party  of  notice of
commencement  of  any action covered by Section 6(a), (b), (c) or (d), the party
to  be indemnified shall, within five (5) business days, notify the indemnifying
party  of the commencement thereof; the omission by one (1) indemnified party to
so notify the indemnifying party shall not relieve the indemnifying party of its
obligation  to  indemnify any other indemnified party that has given such notice
and  shall  not  relieve the indemnifying party of any liability outside of this
indemnification  if  not  materially  prejudiced  thereby. In the event that any
action  is brought against the indemnified party, the indemnifying party will be
entitled  to participate therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen  by it which is reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party  of  its election to so assume the defense thereof, the
indemnifying  party  will  not  be  liable  to such indemnified party under such
Section  6(a),  (b),  (c),  or  (d) for any legal or other expenses subsequently
incurred  by  such indemnified party in connection with the defense thereof, but
the  indemnified  party  may, at its own expense, participate in such defense by
counsel  chosen  by  it,  without,  however,  impairing the indemnifying party's
control  of  the  defense.  Subject  to  the  proviso  of  this  sentence  and
notwithstanding  any  other  statement  to  the  contrary  contained herein, the
indemnified  party  or  parties  shall have the right to choose its or their own
counsel  and  control  the  defense  of  any  action,  all at the expense of the
indemnifying  party  if:  (i)  the  employment  of  such counsel shall have been
authorized  in  writing by the indemnifying party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party  shall  not have employed counsel reasonably satisfactory to
such  indemnified  party  to  have charge of the defense of such action within a
reasonable  time  after  notice  of  commencement  of  the action, or (iii) such
indemnified  party  or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available  to  one  or  all  of  the  indemnifying  parties  (in  which case the
indemnifying  parties  shall  not  have  the right to direct the defense of such
action  on  behalf  of the indemnified party or parties), in any of which events
such  fees  and  expenses  of  one  additional  counsel  shall  be  borne by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection  with any one action or separate but substantially similar or related
actions  in the same jurisdiction arising out of the same general allegations or
circumstance,  be  liable  for the reasonable fees and expenses of more than one
separate  firm  of  attorneys  at  any time for all such indemnified parties. No
settlement  of  any  action  or proceeding against an indemnified party shall be
made  without  the  consent  of  the  indemnifying  party.

     (f)     In  order  to  provide  for  just  and  equitable  contribution  in
circumstances  in  which the indemnification provided for in Section 6 is due in
accordance  with  its  terms  but  is  for  any  reason  held  by  a court to be
unavailable  on  grounds  of  policy or otherwise, the Company and the Placement
Agent and the Investor shall contribute to the aggregate losses, claims, damages
and  liabilities  (including  legal  or  other  expenses  reasonably incurred in
connection  with the investigation or defense of same) which the other may incur
in  such  proportion  so  that the Company, the Placement Agent and the Investor
shall  be  responsible for such percent of the aggregate of such losses, claims,
damages and liabilities as shall equal the percentage of the gross proceeds paid
to  each  of  them.;  provided,  however,  that  no  person guilty of fraudulent
misrepresentation  within  the meaning of Section 11(f) of the 1933 Act shall be
entitled  to  contribution from any person who was not guilty of such fraudulent
misrepresentation.  For  purposes  of this Section 6(f), any person controlling,
controlled  by or under common control with the Placement Agent, or any partner,
director,  officer,  employee, representative or any agent of any thereof, shall
have  the  same  rights  to  contribution as the Placement Agent and each person
controlling,  controlled  by or under common control with the Company within the
meaning  of  Section  15  of the 1933 Act or Section 20 of the 1934 Act and each
officer  of  the  Company  and  each director of the Company shall have the same
rights to contribution as the Company and each person controlling, controlled by
or  under  common  control with the Investor within the meaning of Section 15 of
the  1933  Act  or  Section  20  of  the 1934 Act and each member of the general
partner  of  the  Investor  shall  have  the  same rights to contribution as the
Company.  Any  party  entitled  to  contribution will, promptly after receipt of
notice  of  commencement of any action, suit or proceeding against such party in
respect  of  which  a claim for contribution may be made against the other party
under this Section 6(f), notify such party from whom contribution may be sought,
but  the  omission to so notify such party shall not relieve the party from whom
contribution  may  be  sought  from  any  obligation  they may have hereunder or
otherwise  if  the  party from whom contribution may be sought is not materially
prejudiced  thereby. The indemnity and contribution agreements contained in this
Section  6 shall remain operative and in full force and effect regardless of any
investigation  made by or on behalf of any indemnified person or any termination
of  this  Agreement.

7.     FEES.  The  Company  hereby agrees to pay the Placement Agent one percent
(1%)  of  the  gross  proceeds  from  each Put up to an aggregate maximum of Ten
Thousand  Dollars  ($10,000)  for  all services rendered in connection with this
Agreement.

8.     PAYMENT  OF  EXPENSES.  The  Company  hereby  agrees  to  bear all of the
expenses  in  connection  with  the  Offering, including, but not limited to the
following:  filing fees, printing and duplicating costs, advertisements, postage
and  mailing  expenses  with  respect to the transmission of Offering Materials,
registrar  and  transfer agent fees, and expenses, fees of the Company's counsel
and  accountants,  issue  and transfer taxes, if any. The Company agrees to bear
all  the  reasonable  expenses of the Placement Agent in performing its services
under  this  Agreement  including  but  not  limited to the fees and expenses of
counsel.

9.     CONDITIONS  OF  CLOSING.  The Closing shall be held at the offices of the
Investor  or its counsel. The obligations of the Placement Agent hereunder shall
be  subject  to the continuing accuracy of the representations and warranties of
the  Company  herein  as  of  the date hereof and as of the Date of Closing (the
"Closing  Date") with respect to the Company as if it had been made on and as of
such  Closing Date; the accuracy on and as of the Closing Date of the statements
of  the  officers of the Company made pursuant to the provisions hereof; and the
performance  by  the  Company on and as of the Closing Date of its covenants and
obligations  hereunder  and  to  the  following  further  conditions:

     (a)     Upon  the  effectiveness of a registration statement  in accordance
with the Investment Agreement, the Placement Agent shall receive the opinions of
Counsel  to the Company and of the Investor, dated as of the date thereof, which
opinion  shall be in form and substance reasonably satisfactory to the Investor,
the  Company,  their  counsel  and  the  Placement  Agent.

     (b)     At  or  prior  to  the Closing, the Placement Agent shall have been
furnished such documents, certificates and opinions as it may reasonably require
for  the purpose of enabling them to review or pass upon the matters referred to
in  this  Agreement  and  the  Offering  Materials,  or in order to evidence the
accuracy, completeness or satisfaction of any of the representations, warranties
or  conditions  herein  contained.

     (c)     At  and prior to the Closing: (i) there shall have been no material
adverse  change  nor development involving a prospective change in the condition
or  prospects or the business activities, financial or otherwise, of the Company
from  the  latest  dates as of which such condition is set forth in the Offering
Materials; (ii) there shall have been no transaction, not in the ordinary course
of business except the transactions pursuant to the Investment Agreement entered
into by the Company which has not been disclosed in the Offering Materials or to
the  Placement  Agent  in  writing;  (iii)  except  as set forth in the Offering
Materials,  the  Company  shall  not  be  in  default under any provision of any
instrument  relating  to  any  outstanding  indebtedness  for  which a waiver or
extension  has  not  been  otherwise  received;  (iv) except as set forth in the
Offering Materials, the Company shall not have issued any securities (other than
those  to  be  issued as provided in the Offering Materials) or declared or paid
any  dividend  or  made  any  distribution of its capital stock of any class and
there shall not have been any change in the indebtedness (long or short term) or
liabilities  or  obligations  of the Company (contingent or otherwise) and trade
payable  debt;  (v)  no  material amount of the assets of the Company shall have
been  pledged  or  mortgaged, except as indicated in the Offering Materials; and
(vi)  no action, suit or proceeding, at law or in equity, against the Company or
affecting  any  of  its  properties or businesses shall be pending or threatened
before  or  by  any  court  or  federal  or  state  commission,  board  or other
administrative  agency,  domestic  or  foreign, wherein an unfavorable decision,
ruling or finding could materially adversely affect the businesses, prospects or
financial  condition  or  income  of  the  Company,  except  as set forth in the
Offering  Materials.

     (d)     At  Closing, the Placement Agent shall receive a certificate of the
Company  signed by an executive officer and chief financial officer, dated as of
the  applicable  Closing,  to  the  effect  that  the  conditions  set  forth in
subparagraph  (c)  above  have  been  satisfied  and  that, as of the applicable
closing,  the representations and warranties of the Company set forth herein are
true  and  correct.

10.    TERMINATION.  This  Agreement  shall  be co-terminus with, and terminate
upon  the  same  terms  and  conditions  as  those  set forth in, the Investment
Agreement.  The  rights of the Investor and the obligations of the Company under
the Registration Rights Agreement, and the rights of the Placement Agent and the
obligations  of  the  Company  shall  survive  the termination of this Agreement
unabridged  for  a  period  of  twenty-four  (24) months after the Closing Date.

11.    MISCELLANEOUS.

     (a)     This  Agreement may be executed in any number of counterparts, each
of  which shall be deemed to be an original, but all which shall be deemed to be
one  and  the  same  instrument.

     (b)     Any  notice  required  or  permitted to be given hereunder shall be
given  in  writing  and  shall  be deemed effective when deposited in the United
States  mail, postage prepaid, or when received if personally delivered or faxed
(upon  confirmation  of  receipt  received  by  the sending party), addressed as
follows:

If  to  Placement  Agent,
            to:     Charleston  Capital  Corporation
                    216  East  45th  Street,  Suite  903
                    New  York,  NY  10017
                    Tel:  (212)  244-6950
                    Fax:  (212)  244-1890

With  a  copy  to:



If  to  the  Company,
            to:     FoneFriend,  Inc.
                    14545  Friar  Street,  Suite  204
                    Van  Nuys,  CA  91411
                    Tel:  (818)  376-1616
                    Fax:  (760)  454-2392

With  a  copy  to:  Law  Offices  of  Harold  H.  Martin,  P.A
                    17111  Kenton  Drive,  Suite  204B
                    Cornelius,  NC  28031
                    Tel:  (704)  894-9760
                    Fax:  (704)  894-9759

If  to  the  Investor,
            to:     Dutchess  Private  Equities  fund,  LP
                    312  Stuart  Street
                    Boston,  MA  02116
                    Tel:  (617)  960-3582
                    Fax:(617)  960-3772

     or  to  such  other address of which written notice is given to the others.

     (c)     This  Agreement  shall be governed by and construed in all respects
under  the  laws  of the State of Delaware, without reference to its conflict of
laws rules or principles. Any suit, action, proceeding or litigation arising out
of or relating to this Agreement shall be brought and prosecuted in such federal
or  state  court  or  courts located within the Commonwealth of Massachusetts as
provided  by  law. The parties hereby irrevocably and unconditionally consent to
the jurisdiction of each such court or courts located within the Commonwealth of
Massachusetts  and to service of process by registered or certified mail, return
receipt requested, or by any other manner provided by applicable law, and hereby
irrevocably  and unconditionally waive any right to claim that any suit, action,
proceeding  or  litigation  so  commenced  has been commenced in an inconvenient
forum.

     (d)     This  Agreement  and the other agreements referenced herein contain
the  entire  understanding between the parties hereto and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the  modification  or  amendment  is  sought.

     (e)     If  any  provision of this Agreement shall be held to be invalid or
unenforceable,  such  invalidity  or unenforceability shall not affect any other
provision  of  this  Agreement.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  written  above.

COMPANY:


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

PLACEMENT  AGENT:


By:    /s/  Ara  Proudian
       ------------------
Name:  Ara  Proudian
Title: President  and  C.E.O.

INVESTOR:

DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
BY  ITS  GENERAL  PARTNER  DUTCHESS
CAPITAL  MANAGEMENT,  LLC


By:    /s/  Douglas  H.  Leighton
       --------------------------
Name:  Douglas  H.  Leighton
Title: A  Managing  Member




</TEXT>
</DOCUMENT>
