FONEFRIEND  INC
MARKETING AND SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>2
<FILENAME>ex10-24.txt
<DESCRIPTION>MARKETING AND SERVICES AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.24


                        MARKETING AND SERVICES AGREEMENT


    AGREEMENT REGARDING SERVICE ARRANGEMENTS AND OTHER PERFORMANCES BETWEEN:


                                FoneFriend, Inc.
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                     (herein referred to as the FoneFriend)


                            InfiniCom Networks, Inc.
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                      (herein referred to as the InfiniCom)




For FoneFriend:                             For InfiniCom:

/s/ GARY A. RASMUSSEN                       /S/ SEAN MCCANN
---------------------------                 ---------------------------
Gary A. Rasmussen, Chairman                 Sean McCann, CEO
         June 6, 2004                             June 6, 2004
------------------------------------        -----------------------------------
(Date, signature, title)                   (Date, signature, title)


<PAGE>



                                WRITTEN INQUIRIES
 All written inquiries concerning this agreement shall be addressed as follows:


To FoneFriend:                          To InfiniCom:

FoneFriend, Inc.                          InfiniCom Networks, Inc.
14545 Friar Street, Suite 103             8447 Wilshire Blvd., 5th Floor
Van Nuys, California  91411               Beverly Hills, California   90211
----------------------------------        --------------------------------------



                      CONTACT PERSONS (NAME, PHONE, E-MAIL)

For FoneFriend:                           For InfiniCom:

Dennis Johnston, Esq.                     James Trodden, Esq.
818-376-1616                              323-653-6240
dhjohnston@earthlink.net                  jim@infinicomnetworks.com




-----------------------------------       --------------------------------------




<PAGE>



DEFINITIONS

In this Agreement the following terms shall be interpreted as follows, when
spelled with initial capital letter:

The term "FoneFriend" means the entity that is identified as FoneFriend, Inc. on
the signature page of the Agreement.

The term "InfiniCom" means the entity which is identified as InfiniCom Networks,
Inc. on the signature page of the Agreement.

The term "Agreement" means the entire agreement between the parties including
General Terms and the Appendices which are selected according to table 1 of this
agreement, as interpreted according to clause 15.4 of the General Terms.

The term "General Terms" means the terms of this contracting document, exclusive
of its Appendices.

The term "Clause", if no reference is made to a specific Appendix or other
document, a section of the General Terms.

The term "Appendix" means an appendix to this Agreement, which is selected
according to table 1 of the General Terms.

The term "Attachment" means an attachment to an Appendix.

The term "Installation Date" is defined in Clause 1.2 h.

The term "Acceptance Period" is defined in Clause 1.3 a.

The term "Acceptance Date" is defined in Clause 1.3 c.

The term "Warranty Period" is defined in Clause 3.

The term "Business Day" means Monday through Friday, except United States
federally observed holidays.

<PAGE>

1        SCOPE OF THE AGREEMENT

1.1      PURPOSE, RESPONSIBILITIES, REQUIREMENTS AND OBLIGATIONS

         1.1 A THE SCOPE OF THE AGREEMENT

         In order to meet FoneFriend's purposes with the acquisition, this
         Agreement states the obligations and requirements which the parties
         have negotiated and specified further in the Appendices. A list of the
         Appendices is given below. Further specifics appear from the particular
         Appendix.

         The column for YES in table 1 is checked off in the event that the
         specified Appendix or the specified performance is part of the
         Agreement. Correspondingly, the column for NO is checked off in the
         event that the specified performance or appendix is not included in the
         Agreement, or is not explicitly specified.

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ALL COLUMNS SHALL BE CHECKED OFF:                                  YES     NO
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Appendix 1:       FoneFriend's purpose and requirements             X
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Appendix 2:       InfiniCom's  specification of the solution
                  and conditions for the delivery                   X
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Appendix 3:       Specification of equipment                        X
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Appendix 4:       Specification of programs                         X
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Appendix 5:       Progress and time schedule                        X
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Appendix 6:       Acceptance Period                                 X
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Appendix 7:       Summary of prices and terms of payment            X
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Appendix 8:       Network Service Agreement                         X
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Appendix 9:       Stock Acquisition Agreement                       X
--------------------------------------------------------------------------------



<PAGE>



         1.1 B FONEFRIEND'S RESPONSIBILITY FOR CLARITY TOWARDS THE INFINICOM

         FoneFriend is responsible for having expressed it's purpose for the
         acquisition and it's needs and requirements clearly, as a basis for
         InfiniCom's performances.

         1.1 C INFINICOM'S RESPONSIBILITY FOR IT'S PERFORMANCES

         InfiniCom is responsible for ensuring that it's performances conform to
         the purposes, requirements and specifications which are covered by this
         Agreement. It is InfiniCom's responsibility to ensure that it's
         performances operates as an entire system.

         In the event that deliveries according to this Agreement are intended
         for use together with previously installed equipment and/or programs at
         FoneFriend's premises, then FoneFriend itself shall provide for
         upgrading of said equipment and/or program, as well as other
         preparations which are necessary for said equipment and/or programs to
         function together with the deliveries according to this Agreement.

         1.1 D AMENDMENTS AND PRIORITY IN THE EVENT OF INCONSISTENCIES

         Amendments to the General Terms of this Agreement shall be made in the
         Appendices, except for amendments which are referred to other
         Appendices by the General Terms. Amendments which do not appear in the
         relevant Appendix shall yield to the General Terms.


<PAGE>



         In the event that there are contradictions between the Appendices,
         Appendix 1 shall take precedence over the other Appendices.

         Any discrepancies between the FoneFriend's requirements (Appendix 1)
         and InfiniCom's specifications of the solution (Appendix 2), must be
         explicitly expressed in the specifications of the solution. InfiniCom's
         specifications of the solution take precedence over FoneFriend's
         requirements in the event that the latter contains discrepancies which
         are not explicitly specified therein.

1.2      PERIOD OF PREPARATION FOR INSTALLATION AND DELIVERY

         1.2 A SECURITY CLEARANCE IN DUE TIME

         FoneFriend shall apply for security clearance for the it's personnel to
         the extent this is necessary for the InfiniCom's fulfilment of the
         Agreement.

         1.2 B FORWARDING OF DOCUMENTATION, INFORMATION OBLIGATIONS, ETC.

         Agreed documentation, Appendix 5, shall be delivered without undue
         delay upon signature of the Agreement and within the deadline according
         to Appendix 6 at the latest, in order to enable FoneFriend to prepare
         the site for the InfiniCom's installation activities as well as to
         prepare its organization for that Acceptance Period (Clause 1.3 a).

         //

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         InfiniCom shall provide FoneFriend with adequate information on all
         matters which may be related to a successful preparation for the
         installation and operation of the system. Unless otherwise stipulated,
         information shall be provided on any requirements which might exist
         with regard to telecommunications, ensuring of operational reliability,
         safeguarding against loss of data or damage to the system, safeguarding
         against unauthorised access to the system, and other specific
         conditions for this procurement which might not be apparent from
         corresponding documents.

1.3      ACCEPTANCE PERIOD AND ACCEPTANCE DATE


         1.3 A FONEFRIEND'S OBLIGATION AND RIGHT TO EXAMINE INFINICOM'S
         PERFORMANCE

         FoneFriend shall during an Acceptance Period of 3 (three) months or
         other time period agreed in Appendix 6, examine the performance of the
         system. The Acceptance Period commences upon FoneFriend's receipt of
         the InfiniCom's written notice stating that the equipment and programs
         are completed.

         FoneFriend's examination procedures shall, in addition to counting and
         control, be carried out on the presumption of ordinary, daily
         operations and activities. FoneFriend may choose to examine technical
         and/or operational qualities according to methods deemed appropriate by
         FoneFriend, in the light of the requirements according to Appendix 1 or
         in other Appendices. Further specification of the content of the
         Acceptance Period, including specific provisions for examinations and
         tests, is provided for in Appendix 7. Possible subsequent partial
         deliveries shall, unless otherwise agreed upon in Appendix 7, be
         subject to a corresponding procedure and Acceptance Period as
         prescribed herein.

         //

<PAGE>

         1.3 B HANDLING OF ERRORS AND DEFECTS

         In the event that FoneFriend, during the Acceptance Period wants to
         claim that the deliverables do not comply with what is agreed upon,
         this must be done by written notification to the InfiniCom. This
         notification, and a written statement explaining why the performance
         cannot be approved, must be sent to the InfiniCom without undue delay.

         InfiniCom must, as soon as possible, rectify the identified errors and
         defects.

         Reference is made to Clause 10 regarding delays and inter alia
         notification in the event that the agreed Acceptance Date according to
         Clause c below cannot be met.


         1.3 C ACTIVE (OR POSSIBLY PASSIVE) ACCEPTANCE, ACCEPTANCE DATE

         FoneFriend shall, before the expiry of the Acceptance Period, inform
         InfiniCom about the result of its examinations and as to whether
         InfiniCom's performances is considered to be completed or fulfilled
         according to the Agreement. If this is not done before the expiry of
         the Acceptance Period, the deliverables shall however nevertheless be
         deemed to be accepted and delivered as agreed upon. FoneFriend is not
         entitled to deny acceptance of the deliverables on the grounds of minor
         defaults which do not have any substantial impact on FoneFriend's use
         of the system. InfiniCom shall however in any event remedy notified
         defaults as soon as possible.

         The first Business Day following the forwarding of FoneFriend's notice,
         is to be regarded as Acceptance Date.

//

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<PAGE>

         1.3 D COMMENCEMENT OF WARRANTY AND RIGHT TO COMPLAIN

         Commencing on the Acceptance Date, FoneFriend benefits from the
         warranty according to Clause 3, as well as the right to complain
         according to Clause 9.2 a.

         In the event that defects, which ought to have been discovered in the
         course of the Acceptance Period, are notified after the expiry of said
         period, InfiniCom may claim compensation for extra costs and expenses
         which are sustained because of the FoneFriend's late notification,
         Clause 3.2.

2        PAYMENT





2.1      PAYMENT SPECIFICS AND TOTALS

         The purchase price for the equipment, payment for program licences, and
         payments for other deliverables are specified in the respective
         Appendices to this Agreement.

         The payments include InfiniCom's expenses with respect to programs,
         documentation and subscriber acquisition costs


2.2      TERMS OF PAYMENT


         Date, place, method of payment, and eventual other terms of payment are
         specified in Appendix 7.

<PAGE>


2.3      PRICE ADJUSTMENTS

         Currency fluctuations that influence costs which are related to the
         InfiniCom's deliverables, may be claimed as a ground for price
         adjustments upon written notice to FoneFriend 1 (one) month in advance.
         In the event that prices have been increased due to increased currency
         rates, and the said currency rates fall again, InfiniCom is obliged to
         reduce the increased prices correspondingly regardless of any claim in
         this respect from FoneFriend.

         Other provisions regarding price changes may be agreed upon in Appendix
         7.



3        WARRANTY PERIOD

3.1      SCOPE OF WARRANTY

         Subject to FoneFriend operating the system in a normal manner and with
         due care, InfiniCom shall during the Warranty Period and at no
         additional cost rectify errors and defects and rectify errors in the
         programs which are supplied under this Agreement. The Warranty Period
         is 2 (two) years for equipment and 1 (one) year for programs, both from
         the Acceptance Date. There is no warranty with respect to the
         transferred subscribers other than InfiniCom shall during the Warranty
         Period and at no additional cost replace any transferred subscribers
         that cancel service with FoneFriend. The Warranty Period is 3 (three)
         months for subscribers.

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3.2      LEVEL OF PERFORMANCE

         Marketing and service obligations which exceed the InfiniCom's warranty
         obligations shall be specified and priced in a separate Agreement,
         which shall be based upon this agreements terms and conditions.

         Unless otherwise agreed, InfiniCom shall remedy errors and defects
         without undue delay upon receipt of the FoneFriend's notice.

3.3      ADDITIONAL PAYMENTS

         Reference is made to inter alia Clause 9.2 regarding the possibility
         for InfiniCom to claim payment for extra costs and expenses due to late
         notice by FoneFriend.

         InfiniCom shall, in the event that errors or defects are caused by
         negligence on FoneFriend's side, render the same services as agreed
         above against payment according to InfiniCom's standard list prices,
         unless other prices are agreed upon.

<PAGE>


4        COOPERATION ISSUES AND OBLIGATIONS

4.1      MEETINGS

         Each party may, at 3 (three) days notice, summon the other party to
         meet to discuss the contractual relationship and the fulfilment of the
         Agreement.

4.2      AMENDMENTS AND ADDENDA TO THE AGREEMENT

         In the event that FoneFriend, after the Agreement has been concluded,
         needs to amend the requirements (Inter alia Appendix 1) in such a way
         that the nature or scope of the performances deviates from what was
         agreed at the time the Agreement was entered into, InfiniCom is, upon
         it's eventual acceptance of said amendments, entitled to demand changes
         in remuneration and/or time schedules to the extent this is caused by
         FoneFriend's request for amendment.

         Demands for changed remuneration and/or time schedules should be made
         at the same time as the amended requirements, performances or
         activities are accepted and no later than 30 (thirty) days from the
         date of InfiniCom's acceptance of the amended requirements.

         Amendments and addenda to the Agreement shall be made in writing and
         must be signed by personnel who are authorised to represent each of the
         parties.

4.3      COOPERATION

         FoneFriend shall co-operate in order to make it possible for InfiniCom
         to fulfil it's obligations according to the Agreement.

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<PAGE>

4.4      RIGHT TO MARKETING AND SERVICE AGREEMENT

         FoneFriend shall have the right to enter into a marketing and service
         agreement with InfiniCom, or with a third party which according to
         further agreement is able to perform this on InfiniCom's behalf.
         FoneFriend may demand the marketing and service agreement to be renewed
         so that it is effective for at least five (5) years following the
         expiry of the Acceptance Period.

         During this period, InfiniCom is obliged to maintain competent staff
         and facilities which will enable it to fulfil it's marketing and
         service obligations.

4.5      EQUIPMENT IMPROVEMENTS

         InfiniCom shall, as soon as possible, provide information and offers to
         FoneFriend with respect to improvements, add-ons, and replacement of
         delivered equipment, programs and services.

4.6      PROGRAM VERSIONS AND NEW PROGRAMS

         InfiniCom has a corresponding obligation, as soon as it is reasonable,
         to provide information and offers regarding new program versions and
         new programs of interest to FoneFriend, as well as improvements of
         delivered programs. In addition, InfiniCom shall offer documentation
         which makes it possible for FoneFriend to take new items and
         improvements into operational use (to the extent this is not covered by
         a valid service agreement between the parties).

         The price for delivery of new versions to delivered programs shall only
         cover improvements of the program.

//

//

<PAGE>

         In the event that new program versions require upgrading of equipment
         which is delivered according to this Agreement, InfiniCom shall, to the
         extent this is possible, fully inform FoneFriend of increased storage
         and computing capacity which is needed due to InfiniCom's delivery.
         FoneFriend may choose not to receive the new program version, unless
         InfiniCom covers the incurred costs including upgrading of the
         equipment.

         In the event that FoneFriend takes the initiative to implement new
         program versions due to it's own needs, FoneFriend shall cover
         necessary upgrading on it's own account.

         InfiniCom undertakes to cooperate with third parties to the extent that
         FoneFriend deems this necessary in order to carry out activities
         according to this Agreement. The extent of and remuneration for such
         co-operation shall be further agreed upon in Appendix 7. In this event
         InfiniCom is obliged to act impartially and in consultation with
         FoneFriend.

         InfiniCom shall nevertheless be relieved of it's obligation according
         to this Clause, if it demonstrates that such co-operation with third
         parties would adversely effect it's relationship with existing
         subcontractors or business connections.

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<PAGE>

5        CONFIDENTIALITY

5.1      CONFIDENTIALITY UNDERTAKINGS FOR THE FONEFRIEND'S PERSONNEL

         The confidentiality provisions of this Agreement apply to the personnel
         of FoneFriend, who are also obliged to comply with any other
         confidentiality provisions which at any time applies to InfiniCom's
         personnel.

         InfiniCom may demand that FoneFriend only engages personnel who have
         obtained security clearance by InfiniCom or the competent United States
         authorities.

5.2      CONFIDENTIALITY UNDERTAKINGS FOR THE INFINICOM'S OWN STAFF AND FOR
         THIRD PARTIES

         If FoneFriend so requests, InfiniCom shall impose confidentiality
         obligations on it's own staff regarding marketing and services provided
         under this Agreement.

         Others who are granted access to the InfiniCom's system, may be allowed
         access to information which is necessary for correct and efficient
         operation of equipment and/or programs. This does not apply to
         information which is subject to secrecy according to this Agreement.

         If it is necessary however, that the parties concerned be given access
         to such confidential information for correct and effective use of the
         equipment and/or program, adaptation or rectification of faults in
         program, etc., InfiniCom shall impose the same confidentiality measures
         on the parties concerned as to it's own staff.

//

//


<PAGE>


6        TRANSFER OF TITLE AND LICENSE

6.1      TITLE TO EQUIPMENT

         Equipment which is delivered according to this Agreement becomes the
         property of FoneFriend from and including Installation Date. The
         transfer of title implies that FoneFriend acquires full de facto and
         legal rights to the equipment, as limited in this Agreement and its
         Appendices or in agreement regarding maintenance and service.

         In the event that title to the equipment shall not pass over to
         FoneFriend until payment has been made, this shall be agreed upon in
         Appendix 7.

6.2      LICENSE OF PROGRAMS

         Programs that are delivered according to this Agreement remain the
         property of the InfiniCom. FoneFriend is granted a non-exclusive
         license from and including Installation Date for a period of five (5)
         years. The transfer of license implies that FoneFriend acquires full de
         facto and legal rights to use of the programs for it's own use and to a
         limited extent, the use of some programs by it's subscribers.


6.3      TRANSFER OF SUBSCRIBERS

         Subscribers that are delivered according to this Agreement become the
         property of FoneFriend on and from the date of the transfer. The
         transfer of the subscribers implies that FoneFriend acquires full de
         facto and legal rights to the subscriber relationship, including
         payment processing and communication.

<PAGE>


7        RISK RELATED TO PROGRAMS AND SUBSCRIBERS

         The risk of damage delivered program copies etc. due to accidental
         causes shall pass from InfiniCom to FoneFriend on the day of
         installation.

         In the event that copies of the program supplied are destroyed after
         the risk has passed to FoneFriend, the latter shall nevertheless be
         entitled to new copies of said program against payment of InfiniCom's
         cost in connection with procurement of such copies. This does, however,
         not apply in the event that the entire copyright to the source code is
         vested in FoneFriend.

         The risk of subscriber cancellation of service shall pass from
         InfiniCom to FoneFriend on the Three Hundred Sixty Fifth (365th) day of
         InfiniCom's transition of the subscriber to FoneFriend.

         FoneFriend shall be responsible for all customer service activities
         associated with the subscriber from and on the day of transition from
         InfiniCom to FoneFriend. InfiniCom shall have no obligation to support
         FoneFriend's customer service efforts except for the transfer of
         subscriber usage records. FoneFriend shall modify it's internet
         presence to accurately reflect the pricing of services rendered to it's
         subscribers not later than the date such services are subscribed to by
         the public.


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<PAGE>

8        SUSPENSION OF THE PARTIES' RIGHTS AND OBLIGATIONS

         Should an extraordinary situation arise outside the control of the
         parties making it impossible to fulfil the obligations under this
         contract, and which qualifies as force majeure according to the general
         rules regarding sales of goods, the other party shall be notified of
         this without undue delay. The obligations of the party affected are
         suspended for the duration of the extraordinary situation. The
         corresponding obligations of the other party are suspended for the same
         period of time.

         In the event of force majeure the other party may only withdraw from
         the Agreement with the affected party's consent or, if the situation
         endures or is presumed to endure for longer than 90 (ninety) days
         calculated from the date the situation arises, upon just 15 (fifteen)
         days notice. Different duration may be agreed upon in an Appendix.



9        DEFECTS

9.1      WHAT IS TO BE REGARDED AS A DEFECT

         There is a defect on InfiniCom's part in the event that the
         deliverables do not meet the purposes, requirements and specifications
         according to this Agreement and it's Appendices.

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<PAGE>

9.2      OBLIGATION TO REMEDY DEFECTS

         9.2 A Period of complaint

         InfiniCom is under the obligation to remedy all defects which appear in
         the course of a period of complaint at no extra cost to FoneFriend. The
         period of complaint is 2 (two) years for equipment, 1 (one) year for
         programs and twelve (12) months for subscribers calculated from the
         Acceptance Date. A corresponding period shall apply in the event of
         additional deliveries, and for that part or those parts of the
         performance which are substituted/replaced. FoneFriend shall notify
         InfiniCom in writing without undue delay after the defect is or ought
         to have been discovered.

         It is a condition that the defect, or the cause of the defect, must be
         demonstrated to have existed at the Acceptance Date. This does not,
         however, apply in the event that InfiniCom according to warranty or
         other agreement has assumed responsibility for defects which arise
         after Acceptance Date.

         9.2 B Means of remedy

         InfiniCom shall rectify defects so that the performance of deliverables
         is restored to the agreed requirements and specifications. Remedy may
         take the form of rectification, re-delivery or additional delivery.

         Work on the remedying of defects shall commence and be carried out
         without undue delay upon InfiniCom's receipt of notification of the
         defect.


<PAGE>

         9.2 C Additional remuneration/ordinary payments

         In the event that the facility is moved after delivery, InfiniCom is
         entitled to reasonable payment for extra costs this might incur.

         InfiniCom is entitled to compensation for extra costs it may incur due
         to late notification of defects which ought to have been discovered in
         the course of the Acceptance Period.

         InfiniCom shall, upon payment of its standard charges, rectify faults
         which are due to negligence on the part of FoneFriend, it's employees
         or others who are identified with FoneFriend.

9.3      SANCTIONS

         9.3 A Price reduction

         FoneFriend is entitled to a proportional price reduction if InfiniCom,
         in spite of repeated attempts, has not succeeded in remedying a defect
         in the equipment or programs.

         9.3 B Termination for cause

         FoneFriend may terminate the Agreement in the event that the defect
         substantially affects FoneFriend's use of the system, and said defect
         cannot be remedied without causing substantial costs to FoneFriend.

9.4      COMPENSATION FOR DAMAGES

         FoneFriend is entitled to claim compensation for damages which could
         reasonably have been foreseen as a possible consequence of the defect,
         unless InfiniCom proves that the defect or the cause of the defect
         cannot be ascribed to InfiniCom. This compensation shall not include
         losses due to reduced or discontinued operations, but shall include
         costs, expenses and work related to rectification of equipment and
         programs.

<PAGE>


         FoneFriend is only entitled to compensation for indirect losses in the
         event that InfiniCom, or someone for whom InfiniCom is responsible, has
         committed gross negligence or deliberate breach of contract.

         Maximum compensation shall normally be limited to an amount which
         corresponds to the total remuneration according to the Agreement. This
         limitation does, however, not apply in the event that InfiniCom, or
         someone for whom it is responsible, has committed gross negligence or
         deliberate breach of contract.



10       DELAYS

10.1     NOTIFICATION OF DELAY

         InfiniCom shall without undue delay notify FoneFriend in writing in the
         event that installation, delivery, subscriber transition or other
         obligations cannot be performed according to the agreed time schedule
         (Appendix 5). The notification shall state the reason for the delay
         and, to the extent possible, when the obligations are expected to be
         fulfilled.

         This also applies to any further delays which may occur after the first
         given notice.

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<PAGE>

10.2     DELIVERY TO BE EXPECTED AFTER THE EXPIRY OF THE PENALTY PERIOD

         If the Acceptance Date is expected to take place later than the expiry
         of the penalty period, InfiniCom may inquire in writing whether
         FoneFriend maintains it's claim for delivery, in spite of this serious
         delay thereby enabling Fonefriend to terminate this Agreement. In this
         event InfiniCom shall inform FoneFriend as to when the Acceptance Date
         is expected to take place and state a revised deadline.

         The revised deadline is deemed to be accepted by FoneFriend, unless
         FoneFriend replies in writing within 10 (ten) Business Days from
         FoneFriend's receipt of InfiniCom's notification of said deadline.
         InfiniCom shall keep the revised deadline if FoneFriend maintains it's
         claim for delivery (refrains from termination), unless another deadline
         is agreed upon.


10.3     TERMINATION FOR CAUSE

         Though FoneFriend may entirely or partly terminate the Agreement with
         immediate effect and claim compensation for damages as stated below,
         FoneFriend may not, however, terminate the Agreement in the event that
         a revised deadline is agreed upon according to Clause 10.2 and this
         deadline has not expired.

10.4     COMPENSATION FOR DAMAGES

         In the event that correct deliverables are not provided before the
         expiry of the daily penalty period according to Clause 10.3, FoneFriend
         is entitled to claim compensation for damages which are reasonably
         demonstrated to have been caused by the delay, unless InfiniCom proves
         that the delay or the cause of the delay cannot be ascribed to it. This
         includes losses due to delayed commencement of operations and losses
         which are caused by additional work as a consequence of the delay.

<PAGE>

         FoneFriend is entitled to compensation for indirect losses in the event
         that the InfiniCom, or someone for whom the InfiniCom is responsible,
         has committed gross negligence or deliberate breach of contract.

         Maximum compensation shall normally be limited to an amount which
         corresponds to the total remuneration according to the Agreement. This
         limitation does however not apply in the event that the InfiniCom or
         someone for whom InfiniCom is responsible has committed gross
         negligence or deliberate breach of contract.

         Eventual daily penalties shall be deducted from the compensation
         amount.



11       LEGAL DEFECTS

11.1     LEGAL DEFECTS

         If InfiniCom's performance infringes anyone's copyrights or other
         rights, this shall be deemed to be a legal defect.

11.2     COMPLAINT IN WRITING

         In the event that a claim regarding infringement of rights is made from
         a third party and FoneFriend wants to pursue his rights according to
         Clause 11.1, InfiniCom shall be notified of the claim in writing and
         without undue delay.

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//

<PAGE>

11.3     OBLIGATION TO LITIGATE AT OWN EXPENSE

         Should any claim be made by a third party on the grounds of
         infringement of copyrights or other rights in connection with any part
         of the delivery according to this Agreement, InfiniCom undertakes at
         his own expense to conduct the case for FoneFriend as well. From the
         time that InfiniCom takes over the case, FoneFriend undertakes, against
         separate reimbursement, to assist InfiniCom but will not take any
         independent actions in lawsuits against said third party.

11.4     OBLIGATION TO REMEDY LEGAL DEFECTS

         Should a dispute arise, for example in the form of lawsuit or the like
         against InfiniCom or FoneFriend, due to infringement of rights which
         are prerequisite to this Agreement, InfiniCom shall have the following
         options to remedy the legal defects:

         a) To acquire for itself and FoneFriend the right to utilize the item
         in question.
         b) Within short time to provide FoneFriend with another equivalent
         performance which does not infringe anyone's rights, provided that this
         solution does not in any material respect impede FoneFriend from
         performing it's tasks.
         c) To ensure or warrant FoneFriend indemnity against possible losses.

11.5     TERMINATION FOR CAUSE

         FoneFriend may terminate the Agreement with immediate effect in the
         event that InfiniCom cannot remedy the legal defect in accordance with
         Clause 11.4 and this is of substantial consequence to FoneFriend.

//

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<PAGE>

12       BREACH OF CONTRACT BY FONEFRIEND

12.1     WHAT IS TO BE REGARDED AS BREACH OF CONTRACT BY FONEFRIEND

         FoneFriend is deemed to be in breach of contract in the event that:

         a) Payments are not made on time according to Clause 2 and Appendix 7.
         b) Obligations are not kept with respect to confidentiality according
         to Clause 5.2
         c) The program licence provisions according to Clauses 6.2 and 6.3 are
         infringed.
         d) FoneFriend does not otherwise comply with his obligations under this
         Agreement.

12.2     INTEREST ON DELAYED PAYMENTS

         InfiniCom is entitled to interest on payments overdue at a rate of
         10-percent (10%) per annum from the day payment is due.

12.3     EXTRA EXPENSES

         InfiniCom may claim compensation for documented extra expenses which
         are brought upon it due to breach of contract by FoneFriend.

12.4     TERMINATION FOR CAUSE

         In the event that due compensation and payments are not paid within
         five (5) days from due date, InfiniCom may notify FoneFriend that the
         Agreement will be terminated unless payment is received within five (5)
         days from FoneFriend's receipt of said notification. The Agreement may
         not be terminated if overdue payments and interests are paid before the
         deadline expires.

//

//

<PAGE>

         In the event that other breach of contract is of substantial
         consequence to InfiniCom, InfiniCom may notify FoneFriend that the
         Agreement will be terminated unless the breach ceases within 5 (five)
         business days of FoneFriend's receipt of the notification. The
         Agreement cannot be terminated if FoneFriend's breach of contract
         ceases before the expiry of the deadline.

12.5     COMPENSATION FOR DAMAGES

         InfiniCom may claim compensation for losses which are reasonably due to
         FoneFriend's breach of contract, unless FoneFriend proves that the
         breach of contract cannot be ascribed to FoneFriend.

         Indirect losses are only compensated in the event that FoneFriend or
         someone FoneFriend is responsible for has committed gross negligence or
         deliberate breach of contract.



13       LIABILITY FOR DAMAGE CAUSED BY NEGLIGENCE

         The parties are, within the limits prescribed below, liable for any
         damage and any loss which they inflict on the other party by
         negligence. This liability does not include:

         o   damages and losses which could not reasonably have been foreseen as
             a possible consequence of the negligence or
         o   amounts which exceed the remuneration which follows from this
             Agreement.


14       LIABILITY FOR SUB-CONTRACTORS

         Each party has the same responsibility for sub-contractors as for it's
         own fulfilment of the Agreement.

<PAGE>

15       OTHER PROVISIONS

15.1     TRANSFER OF RIGHTS AND OBLIGATIONS

         FoneFriend shall not entirely or partially transfer it's rights and
         obligations according to this Agreement to another. InfiniCom may only
         transfer it's rights and obligations according to this Agreement upon
         FoneFriend's written consent, except in the event that InfiniCom merges
         with another company or the transfer is made to a subsidiary company.
         In the latter event the transfer is contingent upon the InfiniCom's
         warranty that the subsidiary company fulfils the Agreement.

         The right to remuneration according to this Agreement may freely be
         transferred. Such transfer does not relieve the party concerned of his
         contractual obligations and responsibilities.

15.2     INSURANCE

         FoneFriend undertakes to ensure sufficient insurance to cover the
         FoneFriend's risks and responsibilities according to the Agreement.

         InfiniCom is obliged to take out sufficient insurance to cover any
         claim from FoneFriend which follows from InfiniCom's risk or
         responsibility according to this Agreement, within the frame of common
         insurance terms and conditions.

15.3     BANKRUPTCY, COMPOSITION PROCEEDINGS ETC.

         FoneFriend may terminate the Agreement with immediate effect in the
         event that insolvency or composition proceedings or bankruptcy is
         opened in connection with InfiniCom's business, or InfiniCom's
         creditors impose other control measures.

<PAGE>

         InfiniCom may terminate the Agreement with immediate effect in the
         event that insolvency or composition proceedings or bankruptcy is
         opened in connection with FoneFriend's business, or FoneFriend's
         creditors impose other unconscionable control measures.


15.4     CHOICE OF LAW

         The parties rights and obligations according to this Agreement shall in
         its entirely be governed by California law.

15.5     DISPUTES

         Disputes between the parties regarding the interpretation or legal
         effect of this Agreement shall primarily be resolved by negotiations.

         Alternatively the parties may agree that the dispute shall be finally
         resolved by arbitration in the County of Los Angeles, State of
         California. Each party appoints an arbitrator, and the arbitrators
         appointed by the parties appoint a third member who shall then be the
         chairman of the arbitration panel.

15.6     ATTENTION WITH RESPECT TO EXPORT OR RE-EXPORT

         In the event that export or re-export of products, programs and
         technology delivered by InfiniCom are subject to authorisation by
         public authorities in the country or origin and/or other countries, it
         is FoneFriend's responsibility to obtain such authorisation upon export
         or re-export of said products.

<PAGE>



                                   APPENDIX 1

                       FONEFRIEND PURPOSE AND REQUIREMENTS



FoneFriend desires to acquire paying subscribers for it's telecommunications
services. FoneFriend currently uses, and intends to continue to provide it's
subscribers the telecommunications services using Voice of Internet Protocol
technology. FoneFriend intends to deliver the telecommunication services to it's
subscribers for a price that is competitive to other like offerings.

FoneFriend requires access to media to deliver its offering message to
consumers. FoneFriend requires interconnection to the conventional public
switched telephone networks to enable call completion by it's subscribers to
points outside the FoneFriend Voice of Internet Protocol network. FoneFriend
requires a Voice over Internet Protocol solution that provides circuit-switched
toll-quality to it's subscribers.



<PAGE>


                                   APPENDIX 2

                    INFINICOM'S SPECIFICATION OF THE SOLUTION
                           AND CONDITIONS FOR DELIVERY



InfiniCom shall deliver a Voice over Internet Protocol system that permits call
completion to all global direct dialable points. InfiniCom shall further deliver
systems and programs that enable FoneFriend to provision services to, manage,
render invoices to and process payments from FoneFriend subscribers. InfiniCom
shall deliver to FoneFriend access to media for the delivery of FoneFriend
offerings to consumers. InfiniCom shall deliver fifty-thousand (50,000) paying
subscribers to FoneFriend as FoneFriend subscribers.

FoneFriend shall, prior to the conversion of the aforementioned subscribers,
update it's internet website to reflect the service terms and conditions as
represented by offerings delivered using the media provided by InfiniCom.
FoneFriend shall staff or contract sufficient customer support to respond to
subscriber queries and support requests. FoneFriend shall provide to InfiniCom
the equipment as defined in Appendix 3 to this Agreement at times specified in
Appendix 5.


<PAGE>



                                         ---------------------------------------
                                                       CONFIDENTIAL
                                         ---------------------------------------

                                   APPENDIX 3

                           SPECIFICATION OF EQUIPMENT



                                   [REDACTED]



<PAGE>


                                   APPENDIX 4


                            SPECIFICATION OF PROGRAMS


The programs are licensed to support 750,000 end-point registrations and able to
process 256,000 concurrent sessions per server. InfiniCom is licensing access to
its VT VoIP protocol. The programs support RFC 3219 internetworking with the VT
network. H.323 and SIP internetworking to the VT protocol is supported. Protocol
version and configuration internetworking. Support for ENUM services for
telephone number resolution. The program is capable of up to 800 call set-ups
per second and 350 calls per second (including set-up and tear-down) per server.
Media latency is less than 18 microseconds within the program. Signaling latency
is 7 to 12 milliseconds. Availability of the program is 99.999% when configured
on the servers as per specification.


<PAGE>


                                   APPENDIX 5

                           PROGRESS AND TIME SCHEDULE


FoneFriend and InfiniCom acknowledge that time is of the essence.

Progress toward the completion and delivery of the system and subscribers by
InfiniCom shall begin upon the Closing. The deliverables as contemplated in this
Agreement are due at various times as defined below. Appendix 6 reflects the
Acceptance Period during which programs, services and subscribers may be
delivered to FoneFriend.

The time schedule is subject to the delivery of certain equipment and
performance by FoneFriend.

---------------------------------------------------- -------------- ---------
InfiniCom VT Protocol client and CORE software       7/1/2004       INF
---------------------------------------------------- -------------- ---------
Network interconnection to PSTN (60mm/MOU/month)     7/1/2004       INF
---------------------------------------------------- -------------- ---------
Website online ordering and provision system         7/1/2004       INF
---------------------------------------------------- -------------- ---------
Website online subscriber interface system           7/1/2004       INF
---------------------------------------------------- -------------- ---------
Traffic generator and closed loop system testing     7/1/2004       INF
---------------------------------------------------- -------------- ---------
Media/Advertising delivery and Closing               7/2/2004       INF
---------------------------------------------------- -------------- ---------
Subscriber transition process (50,000 subs)          7/4/2004       INF
---------------------------------------------------- -------------- ---------




<PAGE>


                                   APPENDIX 6

                                ACCEPTANCE PERIOD


FoneFriend shall accept the deliverables from InfiniCom beginning June 10, 2004.
FoneFriend shall accept additional subscribers through July 6, 2005 to maintain
a minimum level of 50,000 active and paying subscribers. During the term of this
Agreement, FoneFriend shall accept programs and updates of programs from
InfiniCom as required by InfiniCom to maintain FoneFriend and InfiniCom agreed
upon network performance and traffic capacity.

InfiniCom may deliver to FoneFriend items specified in Appendix 5 prior to the
scheduled delivery date. FoneFriend is not obligated to advance its performance
time schedule should InfiniCom delivers in advance of the Appendix 5 time
schedule.



<PAGE>



                                                --------------------------------
                                                          CONFIDENTIAL
                                                --------------------------------

                                   APPENDIX 7

                     SUMMARY OF PRICES AND TERMS OF PAYMENT



SUBSCRIBERS

[REDACTED]

VT PROTOCOL CORE

[REDACTED]

VT PROTOCOL CLIENT

[REDACTED]

OTHER INFINICOM CHARGES

Additional work orders may be submitted to InfiniCom by FoneFriend during the
term of this Agreement. Charges for the work shall be defined in those work
orders.


<PAGE>


TERMS FOR PAYMENT

[REDACTED]


<PAGE>


                                   APPENDIX 8

                            NETWORK SERVICE AGREEMENT



The following Network Service Agreement covers the provisioning of
interconnection of FoneFriend subscribers to the public switched telephone
network for the purpose of call completion to all direct dialable points within
the continental United States and End Points identified in the Network Service
Agreement.


                            NETWORK SERVICE AGREEMENT
                                   (FON-04-1)

                              TERMS AND CONDITIONS

This Carrier  Agreement  (the  "Agreement")  is entered  into between  InfiniCom
Networks, Inc. ("INFINICOM") and FoneFriend, Inc. ("FFRD").

1.       SCOPE OF AGREEMENT.

         INFINICOM  shall provide to FFRD certain  specified  local  termination
         services  ("Local  Services")  as  described  herein and in one or more
         service schedule(s) ["Service  Schedule(s)"] attached hereto and made a
         part hereof (collectively the "INFINICOM Services"), and FFRD agrees to
         accept the INFINICOM  Services at the rates and charges and pursuant to
         the terms and conditions as set forth in this Agreement.



2.       SERVICE SCHEDULES

         A. GENERAL.  INFINICOM Services requested by FFRD shall be set forth on
         the Service  Schedule(s)  and their Exhibits which are attached  hereto
         and  when  subscribed  by the  parties  shall  become  a part  of  this
         Agreement  which shall then include the terms and conditions  contained
         in the  Schedule(s),  and  their  Exhibits,  and  such  other  material
         information  contained  therein as shall be necessary  for INFINICOM to
         provide INFINICOM Services to FFRD.

     //

     //

     //

     //

     //

     //

     //

     //


                                                                          1 of 1

<PAGE>


B.       SPECIFIC PROVISIONS:

         a) REQUESTED  CAPACITY/MINIMUM  MONTHLY USAGE  COMMITMENT:  The Service
            Schedule(s)  shall set forth FFRD's requested  capacity  ("Requested
            Capacity")  and may provide for a minimum  monthly usage  commitment
            ("Minimum Monthly Usage Commitment") for a specified monthly billing
            period or periods  (see  "Minimum  Service  Term"  paragraph 2 B (b)
            below)  provided  in the  Schedule(s),  or for the  Service  Term as
            provided in Paragraph 8 below.  Where so provided,  Minimum  Monthly
            Usage  Commitment  shall  mean  FFRD's  agreed  upon  usage  of  the
            INFINICOM Services designated in the Service Schedule(s) at the Tier
            4 rates  specifically  set forth  therein.  Otherwise  the rates set
            forth in Service  Schedule(s) shall be Tier 3 rates, where provided,
            or the Tier 2 or Tier 1 rates.  Rates set forth in Service Schedules
            do not include any applicable taxes (including  without  limitation,
            federal,  state or local  use,  excise,  gross  receipts,  sales and
            privilege  taxes)  or  duties,   fees  or  similar  liabilities  and
            tax-related surcharges on Local Services.


         b) MINIMUM  SERVICE  TERM.  The  Schedule(s)  may provide for a minimum
            service term ("Minimum Service Term") within the Service Term during
            which FFRD agrees to meet its Minimum Monthly Usage Commitment.  The
            Minimum  Service Term may also  include one or more ramp-up  periods
            (monthly,  unless otherwise specified) for each of which there shall
            be a specified  Minimum Monthly Usage  Commitment  until the Minimum
            Monthly  Usage  Commitment  for the  Minimum  Service  Term shall be
            reached  and  maintained.  Any  Tier 4 and  Tier 3 rates  for  Local
            Services  provided for in the attached  Schedule(s)  shall remain in
            effect for the Service  Term or until this  Agreement  is  otherwise
            terminated or modified.  Upon the expiration of the Minimum  Service
            Term for any Local  Services in question,  the Local  Services  will
            continue  to be  provided  on a month  to  month  basis  subject  to
            termination by either party upon 30 days prior written notice to the
            other party. FFRD shall be liable to pay INFINICOM for those charges
            related to all such Local  Services in  question  whether (i) during
            the Minimum  Service  Term or (ii) any  month-to-month  continuation
            thereof,  on the  terms and at the rates in effect as of the next to
            last month of the  Minimum  Service  Term for such  Local  Services,
            without pro-ration.

         c) UNDER-UTILIZATION:  Where  Minimum  Monthly  Usage  Commitments  are
            agreed  to, if FFRD's  use of  INFINICOM  Services  is less than the
            Minimum Monthly Usage  Commitment for that month,  FFRD will pay the
            amount billed plus the difference  between the amount billed and the
            charges  based upon the Minimum  Monthly  Usage  Commitment  for the
            month in question, including for any Ramp Period.

         d) LOCAL SERVICES USAGE  FORECAST:  To enable  INFINICOM  adequately to
            forecast  FFRD's  demand  for Local  Services  capacity,  FFRD shall
            provide  INFINICOM  with  a  forecast  of  projected  usage  ("Local
            Services  Usage  Forecast") for any month where greater than 200,000
            new  subscribers  are  projected.  (referred  to as a  "High  Growth
            Month"). The forecast shall be delivered to InfiniCom at least three
            months prior to the beginning of the High Growth Month.

                                                                          2 of 2

<PAGE>




         e) LOCAL SERVICES  SURCHARGE:  INFINICOM reserves the right to impose a
            monthly surcharge on Local Services ("Local Services  Surcharge") to
            each  High  Growth  Month  in the  amount  of  $0.13  for  each  new
            subscriber above 80,000 new subscribers in such High Growth Month if
            FFRD  does NOT  submit a Local  Services  Usage  Forecast  or (b) in
            excess of 125% of the FFRD's Local  Services Usage Forecast for such
            High Growth Month.

3.       RATES AND  ADDITIONAL  TERMS.  FFRD shall pay the rates and charges for
         INFINICOM Services set forth herein and in the Service  Schedule(s) and
         Exhibit(s) thereto attached to this Agreement and FFRD expressly agrees
         to the  additional  terms  and  conditions  set  forth  in the  Service
         Schedule(s) and Exhibit(s).

4.       SECURITY

         (a) None


         (b)Nothing  contained  herein  shall limit or be  interpreted  to limit
            INFINICOM's  right  to  require,  in  INFINICOM's  sole  discretion,
            alternative  or  additional   security  from  FFRD  which  shall  be
            reasonable and consistent with industry standards. FFRD's failure or
            refusal to provide such  alternative  or  additional  security  upon
            INFINICOM's   reasonable   request   therefor   may  result  in  the
            cancellation of this Agreement and the INFINICOM  Service for cause.
            The security  arrangements  provided for hereunder shall survive the
            expiration of the Service Term, as defined herein,  and shall remain
            in  effect  so long as FFRD  remains  a user or has any  outstanding
            balance due for use of INFINICOM Services.

5.       PAYMENT.

         (a)In  addition  to any of the other  payment  or  security  provisions
            hereof,  FFRD shall pay the charges as defined in this Agreement and
            in the attached Service Schedule(s) within five (5) business days of
            their execution by FFRD.

         (b)Unless and except as special  payment  terms are provided for in the
            Service  Schedule(s),  FFRD shall pay  INFINICOM  for all  INFINICOM
            Service(s)  with  immediately  available funds such as via bank wire
            transfer or other means  acceptable  to  INFINICOM  and  received by
            INFINICOM no later than the fifth (5th)  business day after delivery
            of INFINICOM's invoice therefor (the "Payment Due Date").  INFINICOM
            shall  issue its  invoice on Tuesday of each week,  or if Tuesday is
            not a Business Day (as herein  defined),  the next  Business Day. As
            defined in this Agreement, a "Business Day" is Monday through Friday
            except  nationally  recognized  Holidays.  The invoice is considered
            delivered  the  following  Business Day after  acceptance by Federal
            Express,  UPS or US Mail  providing  for  next day  delivery  to the
            address  given for billing by FFRD as  referenced in Paragraph 12 of
            this  Agreement.  The  invoice  will  contain a paper  summary and a
            CD-ROM  detail  of call  records,  adjustments,  payments  and other
            relevant transactional data.


                                                                          3 of 3

<PAGE>

         (c)In the event FFRD fails to pay the  invoice  amount or any surety or
            deposit  amount in full by the date due for such invoice,  surety or
            deposit,  INFINICOM shall have the right, after giving FFRD five (5)
            Business Days prior written notice, to suspend all or any portion of
            the Local  Services to FFRD until such time as FFRD has paid in full
            all  amounts  then due,  including  any late  fees.  Following  such
            payment,  INFINICOM shall be required to reinstate Local Services to
            FFRD  only  upon  provision  by FFRD to  INFINICOM  of  satisfactory
            security  to assure  FFRD's  ability to pay for Local  Services  and
            FFRD's  advance  payment  of the  costs of  reinstating  such  Local
            Services which shall be reasonable  and customary.  If FFRD fails to
            make to INFINICOM such payment,  including any required security and
            reinstatement  costs within thirty (30) days from the  suspension of
            service,  FFRD  will  be  deemed  to  have  canceled  the  suspended
            International  Service  effective  as of  the  date  of  Suspension.
            Exercise  of its  rights  hereunder  shall  not  limit  or  preclude
            INFINICOM from exercising any other rights  available to it pursuant
            to this Agreement.


         Notwithstanding notice of termination, FFRD further agrees that it will
         remain responsible for all charges incurred during the period following
         transmission  of the  above-referenced  notification  and  prior to the
         actual termination of the service by INFINICOM.

6.       DISPUTE RESOLUTION/BILLING DISPUTES.


         Except as  otherwise  provided  herein,  any claims  arising  out of or
         related to this Agreement, shall be made within forty-five (45) days of
         their  occurrence  except  for  billing  discrepancies  which  shall be
         presented in writing to INFINICOM  within five (5) business days of the
         date  of  delivery   of  the  invoice  in  question  or  such   billing
         discrepancies  shall  be  deemed  barred  and  INFINICOM  shall  not be
         obligated  to  consider  same.  If such  claims  cannot be  resolved by
         informal  discussion,  they shall be  settled  by binding  arbitration.
         Neither  party  may seek  injunctive  relief  of any kind  prior to the
         confirmation  of an arbitration  award,  except that INFINICOM may seek
         injunctive  relief  against FFRD for  violation of Paragraph 19 herein.
         Any claims made after  forty-five  (45) days of the  occurrence  giving
         rise to such claims shall be barred.


7.       TERMINATION FOR INSOLVENCY.

         a) In the event FFRD becomes or is declared  insolvent or bankrupt by a
            court of competent  jurisdiction,  is the subject of any proceedings
            related to its  liquidation,  insolvency or for the appointment of a
            receiver or similar  officer  for it,  makes an  assignment  for the
            benefit of all or substantially all of its creditors, or enters into
            an agreement for the composition,  extension, or readjustment of all
            or substantially  all of its  obligations,  INFINICOM may, by giving
            five (5) business  days written  notice  thereof to FFRD,  terminate
            this Agreement without liability or obligation, in whole or in part,
            as of a date specified in such notice of termination.

                                                                          4 of 4
<PAGE>



         b) In the event INFINICOM becomes or is declared insolvent or bankrupt,
            is  the  subject  of any  proceedings  related  to its  liquidation,
            insolvency or for the  appointment of a receiver or similar  officer
            for it, makes an assignment for the benefit of all or  substantially
            all  of  its  creditors,   or  enters  into  an  agreement  for  the
            composition,  extension, or readjustment of all or substantially all
            of its  obligations,  FFRD may,  by giving  five (5)  business  days
            written  notice  thereof  to  INFINICOM,  terminate  this  Agreement
            without  liability or obligation,  in whole or in part, as of a date
            specified in such notice of termination.


8.       TERM.

         The  service  term  ("Service  Term")  shall begin upon  execution  and
         delivery of this Agreement by both parties  hereto,  as of July 2, 2004
         ("Effective  Date") and will continue for a period of forty-eight  (48)
         months  therefrom.  At the end of the Service  Term,  and at the end of
         each renewal period  provided for in this  paragraph,  the Service Term
         shall be automatically  renewed for an additional  Service Term, unless
         either  party  shall  have  elected  not to renew  this  Agreement,  by
         providing the other party at least sixty (60) days written notice prior
         to the  expiration  of the  then  current  Service  Term.  The  Service
         Schedule(s) may provide for a Minimum Service Term and Ramp Period, and
         for a "FFRD of  Service  Date"  which  shall  be the  later of the date
         FFRD's  designated  date to commence  service (the  "Requested  Service
         Date") as set forth in the Schedule(s) or the date the particular Local
         Services first become available.


9.       EXPIRATION OF TERM.

         Upon expiration of the Service Term, and unless  otherwise  provided in
         the  Schedule(s),  FFRD  shall be fully  subject  to all the  terms and
         conditions,   including   standard  Tariff  rates,  set  forth  in  the
         applicable Tariff for INFINICOM  Service(s) received by FFRD after such
         expiration.

10.      TERMINATION LIABILITY.

         None.

11.      NONDISCLOSURE.

         FFRD shall not  disclose to any third party during this  Agreement,  or
         during  the  three  (3) year  period  thereafter,  any of the terms and
         conditions set forth in this Agreement,  including, without limitation,
         information  regarding INFINICOM's  transmission  network,  termination
         agreements and methods of conducting  business,  unless such disclosure
         is lawfully required by any federal governmental agency or is otherwise
         required  to be  disclosed  by law or is  necessary  in any  proceeding
         establishing  rights and obligations  under this  Agreement.  INFINICOM
         reserves  the  right  to  terminate  this  Agreement  immediately  upon
         delivering  written notice  (including  copies of any relevant evidence
         supporting  such  claim) to customer  of any  un-permitted  third party
         disclosure hereunder.

                                                                          5 of 5
<PAGE>


12. NOTICES.

         All  notices,  reports  and  other  communications  pursuant  to  or in
         connection with this Agreement shall be deemed given on the fifth (5th)
         business day after  mailing by  registered  or  certified  mail (return
         receipt requested) with proper postage prepaid.  Notice shall be deemed
         given on the second (2nd)  business day if such notice is delivered for
         mailing to a United  States Post Office  prior to 2:30pm  local time of
         sender or  delivered  to Federal  Express,  Airborne  Express or United
         Parcel  Service  prior to  4:00pm  local  time of  sender  for next day
         delivery. Alternately, notice shall be deemed given when transmitted by
         facsimile, provided that (a) the facsimile transmission takes place not
         later  than 1:30  p.m.  Pacific  Time on  Business  Days,  and (b) that
         facsimile  notice is in  conjunction  with  prepaid  overnight  mail or
         courier service as described  above. All notices to a party shall be at
         the  addresses  and  facsimile  numbers  specified  below or such other
         address and numbers as either party may  hereafter  designate by notice
         in the same manner:


Notice Delivery Addresses


         If to FFRD:

                           Dennis Johnston
                           FoneFriend, Inc.
                           14545 Friar Street
                           Van Nuys, CA 91411
                           Facsimile:   818-376-0680

If to INFINICOM Communications Corporation:

                           James Trodden
                           InfiniCom Networks, Inc.
                           8447 Wilshire Blvd., 5th Floor
                           Beverly Hills, California   90211
                           Facsimile:   213-534-1834



13.      SURCHARGE EXEMPTION.  When  applicable,  FFRD  shall  certify that  any
         special  access  lines  used in  connection  with  services  under this
         Agreement   terminate  in  a  device  not  capable  of  interconnecting
         INFINICOM  Services  with the local  exchange  network or are surcharge
         exempt from the special access surcharge.


                                                                          6 of 6
<PAGE>



14.        TAXES/TAX EXEMPTION.


         (a)FFRD  acknowledges  and agrees that all Rates and charges  billed to
            FFRD are computed  exclusive  of any  applicable  federal,  state or
            local taxes,  whether use,  excise,  gross  receipts or sales taxes,
            duties,  fees  or  similar  liabilities  because  of  the  INFINICOM
            Services  furnished to FFRD ("additional  Charges").  Unless exempt,
            FFRD agrees to pay all such Additional Charges (other than INFINICOM
            general  income or property  taxes) in addition to all other charges
            provided for under this Agreement.

         (b)If FFRD claims an exemption,  FFRD shall provide  certification that
            it is exempt from federal, state, and/or local taxes.



15.      GOVERNING LAW. This Agreement,  including  all matters  relating to the
         validity,  construction,  performance and enforcement thereof, shall be
         governed  by the  laws  of  the  State  of  California  without  giving
         reference to its  principles of conflicts of law,  except to the extent
         the  Communications  Act of 1934, as amended,  and as  interpreted  and
         applied by the Federal Communications Commission, applies.

16.      ASSIGNMENT.

         This Agreement  shall be binding on FFRD and its respective  successors
         and assigns.  FFRD may not assign this Agreement,  whether by operation
         of law or otherwise,  without the prior  written  consent of INFINICOM,
         which consent shall not be unreasonably  withheld, and any un-permitted
         attempted  assignment  shall be void.  Not  subject  to  shares  issued
         pursuant to this  transaction,  INFINICOM may terminate  this Agreement
         without liability on five (5) business days written notice in the event
         that FFRD undergoes a merger involving a change of control,  or divests
         itself  of  all or a  substantial  portion  of  its  telecommunications
         business or undergoes a change of more than fifty  percent (50%) of its
         ownership or management, or leverage or sale occurs involving more than
         fifty percent (50%) of FFRD's assets or FFRD's minutes of use volume.


17.      NO WAIVER.

         No waiver of any of the  provision of this  Agreement  shall be binding
         unless it is in writing  and  signed by both  parties.  The  failure of
         either party to insist on the strict  enforcement  of any  provision of
         this  Agreement  shall not constitute a waiver of any provision and all
         terms shall remain in full force and effect.

                                                                          7 of 7

<PAGE>


18.       INFINICOM SERVICES - GENERAL PROVISIONS

         a) In order to be eligible to purchase INFINICOM Services ( hereinafter
            "Services" ):

         1) FFRD  shall  comply  with  section  64.1100  of the FCC's  Rules and
            Regulations,  as  well  as  other  applicable  laws  or  regulations
            pertaining to the sale and delivery of telecommunications service(s)
            to FFRD's  customers  or any party  having the use of the  INFINICOM
            Services through FFRD (collectively "FFRD Parties"). INFINICOM shall
            not be liable to FFRD  Parties for any claim,  liability  or expense
            asserted  by those  customers  in  connection  with  FFRD's  sale or
            delivery of such  service(s)  and FFRD agrees to indemnify  and hold
            INFINICOM  and  its  agents,  employees,   affiliates,  parents  and
            subsidiaries,  including  any  third-party  provider  or operator of
            facilities  employed in the provision of INFINICOM Services to FFRD,
            harmless  from  and  against  any and all  claims,  demands,  suits,
            actions,  losses,  damages,  assessments  or  payments  which may be
            asserted by FFRD or FFRD Parties. In the event FFRD violates any FCC
            or other  applicable  law or  regulation  pertaining  to the sale or
            delivery  of  INFINICOM  Services,   INFINICOM  may  terminate  this
            Agreement  on not  less  than  five  (5)  days  written  notice.  In
            addition,  FFRD shall indemnify and hold INFINICOM harmless from any
            actions, claims, suits or damages arising out of FFRD's violation or
            alleged  violation  of any  FCC or  other  applicable  law or  state
            regulation,  and FFRD shall pay all attorney fees and costs incurred
            by INFINICOM  in  connection  with such  actions,  claims,  suits or
            damages.

         2) FFRD agrees that it will obtain and maintain  any and all  approvals
            to  resell  INFINICOM  Services  hereunder  from the FCC,  including
            requirements  imposed by Section  214 of the  Communications  Act of
            1934, as amended, and any state regulatory bodies. In the event FFRD
            fails to obtain or maintain  the  appropriate  approvals,  INFINICOM
            shall not be liable for any delay or  failure  to provide  INFINICOM
            Services.

         3) FFRD  shall  have  sole  responsibility  for  interacting  with  its
            customers  in all  matters  pertaining  to  service,  including  the
            placing  and  handling  of  service  orders,  service  installation,
            operation and  termination,  dispute  handling and  resolution,  and
            billing and collection matters. INFINICOM shall incur no obligation,
            nor shall it be  deemed to have any  obligation,  to  interact  with
            FFRD's  customers  for any reason or purpose,  FFRD shall  cooperate
            with  INFINICOM as necessary to address and resolve  service-related
            issues  and  problems  and  shall  impose  upon  its   customers  an
            obligation  to be  cooperative  with FFRD or INFINICOM in addressing
            and resolving service related issues, problems and disputes.


         b) Without  limitation,  if customer fails to abide by the requirements
            in  Paragraph  18(a)  above,  such  failure  shall be  regarded as a
            material  breach of this  Agreement and INFINICOM may terminate this
            Agreement on five (5) business days written notice.

                                                                          8 of 8
<PAGE>


         c) FFRD  UNDERSTANDS  AND ACCEPTS THAT, AS PART OF  INFINICOM'S  NORMAL
            BUSINESS  POLICY  AND  PRACTICES  AND  ITS  OBLIGATIONS  UNDER  LAW,
            INFINICOM WILL PROVIDE ITS SERVICES TO THE PUBLIC AND WILL ENGAGE IN
            EXTENSIVE  MARKETING  EFFORTS IN ATTEMPT TO SELL ITS SERVICES TO THE
            PUBLIC AND THAT SUCH EFFORTS WILL RESULT IN ACTIVE  COMPETITION WITH
            FFRD  FOR  THE  BUSINESS  OF  USERS  WHO  ARE  FFRD'S  CUSTOMERS  OR
            PROSPECTS.  ACCORDINGLY,  FFRD FURTHER  UNDERSTANDS AND ACCEPTS THAT
            SUCH COMPETITION BY INFINICOM IS IN ALL RESPECTS FAIR AND PROPER AND
            THAT FFRD SHALL NOT COMPLAIN,  NOR BE HEARD TO COMPLAIN, OF BUSINESS
            LOST TO  INFINICOM.  UNDER NO  CIRCUMSTANCE  SHALL ANY  INFERENCE BE
            DERIVED THAT  INFINICOM'S  ENTRY INTO THIS AGREEMENT WITH FFRD MEANS
            THAT INFINICOM WILL RESTRICT ITS EFFORTS TO COMPETE  AGAINST FFRD IN
            ANY WAY.


         d) FFRD understands and accepts that no fiduciary  relationship  arises
            by virtue of this Agreement and that, accordingly,  INFINICOM incurs
            none  of the  obligations  that  arise  in such  relationship  as an
            incident of its fulfilling  its  obligations  under this  Agreement.
            Further,  FFRD  understands  and accepts  that  INFINICOM  is not an
            insurer  of  profits  for FFRD,  nor does  INFINICOM  guarantee  the
            success of FFRD's  business as a result of FFRD's receipt of service
            (s) under this Agreement.

         e) FFRD agrees to defend and hold  INFINICOM free and harmless from any
            loss, claim, damage,  liability,  cost or expense (including without
            limitation  court  costs,  legal  expenses  and  counsel  fees) that
            INFINICOM  may  become  liable  for by reason  of  FFRD's  resale or
            submission of INFINICOM's Services to FFRD's customers.

19.      USE OF NAMES AND MARKS.


         Except as required by law, in reselling  INFINICOM  Services under this
         Agreement, FFRD will observe the highest standard of integrity and fair
         dealing  with  members  of the  public.  FFRD  agrees  to sell and bill
         INFINICOM  Service  under FFRD's own name,  identity or mark,  and FFRD
         further  agrees  not to  reference  INFINICOM's  name or  marks  in any
         context involving its furnishing of services to the public,  whether in
         connection with the resale of INFINICOM  Services or otherwise.  If any
         violation  occurs  during  the  Service  Term of this  Agreement,  such
         violation  shall be regarded as a material breach of this Agreement and
         INFINICOM  may  terminate  this  Agreement  on five (5)  business  days
         written notice. Furthermore, FFRD agrees to indemnify INFINICOM for any
         actions, claims, suits or damages arising out of any allegation that if
         proved  would  cause  FFRD to be in breach of this  provision  and FFRD
         shall also pay all  reasonable  attorney's  fees and costs  incurred by
         INFINICOM  due to any  actions,  claims,  suits or damages  out of such
         allegation.


                                                                          9 of 9


<PAGE>


20.      FORCE MAJEURE.


         a) If  INFINICOM's  performance  under this Agreement or any obligation
            hereunder is  prevented,  restricted  or  interfered  with by causes
            beyond its reasonable control,  including,  but not limited to, acts
            of God, fire,  explosion,  vandalism,  facilities  failure,  network
            outage,  storm  or  other  similar  occurrence  or any  law,  order,
            regulation ,  direction,  action or request of the United  States or
            any foreign  government,  or any state or local government  therein,
            including  any  department  or  agency,  commission,  court or other
            agency or instrumentality of any one or more of said governments, or
            of any  civil  or  military  authority,  or by  national  emergency,
            insurrection, riot, war, strike, lockout or work stoppage, vendor or
            third-party  breach or delay,  then INFINICOM  shall be excused from
            such  performance  on a  day-to-day  basis for the  duration of such
            restriction  or  interference.  INFINICOM  shall use all  reasonable
            efforts  under the  circumstances  to avoid or remove such causes of
            non-performance   and  shall  proceed  to  perform  with  reasonable
            dispatch  whenever  such  causes  are  removed  or  cease.  If  such
            conditions  shall continue for a period of ninety (90) days or more,
            INFINICOM shall have the option of terminating this Agreement.


         b) If  FFRD's  performance  under  this  Agreement  or  any  obligation
            hereunder is  prevented,  restricted  or  interfered  with by causes
            beyond its reasonable control,  including,  but not limited to, acts
            of God, fire,  explosion,  vandalism,  facilities  failure,  network
            outage,  storm  or  other  similar  occurrence  or any  law,  order,
            regulation ,  direction,  action or request of the United  States or
            any foreign  government,  or any state or local government  therein,
            including  any  department  or  agency,  commission,  court or other
            agency or instrumentality of any one or more of said governments, or
            of any  civil  or  military  authority,  or by  national  emergency,
            insurrection, riot, war, strike, lockout or work stoppage, vendor or
            third-party  breach or delay,  then FFRD shall be excused  from such
            performance  on  a  day-to-day   basis  for  the  duration  of  such
            restriction or interference.  FFRD shall use all reasonable  efforts
            under  the   circumstances   to  avoid  or  remove  such  causes  of
            non-performance   and  shall  proceed  to  perform  with  reasonable
            dispatch  whenever  such  causes  are  removed  or  cease.  If  such
            conditions  shall continue for a period of ninety (90) days or more,
            FFRD shall have the option of terminating this Agreement.

21.      WARRANTY.


         INFINICOM will use reasonable  efforts to maintain its overall  network
         quality.  And except as may be agreed to in any Service Schedules,  the
         quality of INFINICOM  Services  provided  hereunder shall be consistent
         with other common carrier industry standards, the regulations of United
         States and foreign  government  regulations  governing  same, and sound
         business  practices in connection with the termination of international
         calls in foreign countries. INFINICOM MAKES NO OTHER WARRANTIES EXPRESS
         OR IMPLIED ABOUT THE INFINICOM SERVICES PROVIDED  HEREUNDER,  INCLUDING
         BUT NOT LIMITED TO ANY  WARRANTY OR  MERCHANTABILITY  FOR A  PARTICULAR
         PURPOSE OR USE.

                                                                        10 of 10

<PAGE>

22.      LIMITED LIABILITY.


         IN NO EVENT WILL EITHER  PARTY  HERETO BE LIABLE TO THE OTHER PARTY FOR
         ANY INDIRECT,  SPECIAL,  INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES,
         INCLUDING  WITHOUT  LIMITATION,  LOSS OF REVENUE,  LOSS OF CUSTOMERS OR
         CLIENTS, LOSS OF GOODWILL OR LOSS OF PROFITS ARISING IN ANY MANNER FROM
         THIS AGREEMENT AND THE  PERFORMANCE OR  NON-PERFORMANCE  OF OBLIGATIONS
         HEREUNDER.  THE LIABILITY OF INFINICOM WITH RESPECT TO THE INSTALLATION
         (INCLUDING  DELAYS IN CONNECTION  THEREWITH),  PROVISION,  TERMINATION,
         MAINTENANCE,  REPAIR,  INTERRUPTION  OR  RESTORATION  OF ANY SERVICE OR
         FACILITIES  OFFERED  UNDER  THIS  AGREEMENT  SHALL NOT EXCEED AN AMOUNT
         EQUAL  TO THE  MINIMUM  MONTHLY  USAGE  CHARGE  APPLICABLE  UNDER  THIS
         AGREEMENT TO THE PERIOD DURING WHICH SERVICES WERE AFFECTED  CALCULATED
         AS THE USAGE  CHARGE  TIMES THE  LENGTH IN  MINUTES  THAT  SERVICE  WAS
         AFFECTED.  FOR THOSE  SERVICES  WITH  MONTHLY  RECURRING  CHARGES,  THE
         LIABILITY   TO   INFINICOM  IS  LIMITED  TO  AN  AMOUNT  EQUAL  TO  THE
         PROPORTIONATE  MONTHLY  RECURRING  CHARGES FOR THE PERIOD  DURING WHICH
         SERVICE WAS AFFECTED.



23.      NO WAIVER.


         No term or provision of this  Agreement  shall be deemed  waived and no
         breach or default shall be deemed excused  unless such waiver,  consent
         or  excuse  shall  be in  writing  and  signed  by the  party  waiving,
         consenting to or excusing same. No such waiver,  consent or excuse with
         regard to any  provision,  breach or default shall be deemed an express
         or implied waiver, consent to or excuse of any other provision,  breach
         or default  unless  expressly  set forth in a writing  executed  by the
         party to be charged with same.



24.      PARTIAL INVALIDITY.

         a) If a  provision  of this  Agreement  shall be deemed to be  invalid,
            illegal or unenforceable,  the remaining  portions of this Agreement
            shall be deemed  to  continue  in full  force  and  effect  and such
            provision shall be deemed  deleted,  provided that the parties agree
            to  negotiate  in good faith any  adjustments  necessitated  by such
            deletion.

//

//

//

                                                                        11 of 11

<PAGE>



         b) GOVERNMENT ACTION.


         If any  material  rate or term  contained  herein and  relevant  to the
         INFINICOM  Services  provided is  substantially  changed or found to be
         unlawful,  or the  relationship  between  the  parties  is  found to be
         unlawful  by  the  order  of  the  highest   court   having   competent
         jurisdiction  over the subject  matter and  parties,  or  international
         regulatory  body, a foreign  government  regulatory  body, the dominant
         carrier or provider of  termination  services in a  particular  country
         Federal  Communications  Commission,  or other federal,  state or local
         government  authority,  then,  upon ten (10) days prior written notice,
         either party shall have the right,  without  liability to the other, to
         cancel  the rate or  service,  or  portion  thereof,  affected  by such
         action.



25.      RELATIONSHIP OF PARTIES.


         No partnership or joint venture  between the parties is created hereby,
         nor  by  providing  and  using  the  INFINICOM   Services  is  a  joint
         communications  service being offered to third parties, and the parties
         agree  that  this  Agreement,  to the  extent  that  it is  subject  to
         regulation by the Federal Communications Commission, is an intercarrier
         agreement  which is not subject to the filing  requirements  of Section
         214(a)  of the  Communications  Act of  1934  [47  USC  ss  214(a)]  as
         implemented in 47 CFR ss 43.51 and amendments thereto, if any.


26.      CONFIDENTIALITY.

         The  provisions  hereof  shall be and remain  confidential  between the
         parties,  including their agents, employees,  officers,  directors, and
         shareholders  and shall not be disclosed unless subject to discovery or
         legal  process,  and  shall  not  be  disclosed  to any  such  parties,
         including  their brokers,  lenders,  insurance  carriers or prospective
         purchasers  unless  they  have  agreed  in  writing  to  maintain  such
         confidentiality  or are otherwise bound to do so by the rules governing
         their profession. Any disclosure hereof required by legal process shall
         only be made after prior notice to the non-disclosing  party sufficient
         to provide same with a reasonable  opportunity  to seek an  appropriate
         protective order or injunction.  Violation of this provision by a party
         or its agents shall entitle the affected party, at its option,  to seek
         and obtain  injunctive relief without objection by the disclosing party
         or a requirement by same of a showing of irreparable harm or injury and
         without bond.

     //

     //

     //

     //

     //

                                                                        12 of 12
<PAGE>


     27. GENERAL.

         a) INDUSTRY TERMS.  Words having well-known  technical or trade meaning
            shall be so construed. The listing of items shall not be taken to be
            exclusive,  but  shall  include  other  items,  whether  similar  or
            dissimilar to those listed, as the context reasonably requires.


         b) HEADINGS.  The descriptive  headings are convenience  only and shall
            not affect the  construction of the Agreement,  unless to the extent
            reasonably intended.


         c) CONSTRUCTION.  No  rule  of  construction  requiring  interpretation
            against  the  party  drafting  this  Agreement  shall  apply  in its
            interpretation  and the parties shall be deemed to have drafted same
            jointly.


     28. ENTIRE AGREEMENT; AMENDMENTS.


         This Agreement including any accompanying  Service Schedule(s) shall be
         valid  only if signed by FFRD by June 6,  2004 (the  "Offer  Expiration
         Date").  Any and  all  prior  or  contemporaneous  offers,  agreements,
         representations  and  understandings  made to FFRD,  whether written or
         oral,  are hereby  superseded.  Exclusive  of any Tariff  modifications
         initiated by INFINICOM,  once this  Agreement has been executed by FFRD
         and INFINICOM,  the  provisions  hereof shall be binding on the parties
         hereto.


By their signatures  below,  the parties hereby affirm the foregoing,  including
schedules and  exhibits,  as their entire  agreement  with regard to the subject
matter hereof.


For InfiniCom Networks, Inc.                   For FoneFriend, Inc.


/s/ SEAN J. MCCANN                             /s/ GARY A. RASMUSSEN
-------------------------------------          ---------------------------------
By:      Sean J. McCann,                       By:      Gary A. Rasmussen,
         Chief Executive Officer                        Chairman of the Board

Date:    June 6, 2004                          Date:    June 6, 2004
     -------------------------                      ---------------------


                                                                        13 of 13

<PAGE>

INFINICOM Communications Corporation ("INFINICOM") agrees to provide and FFRD.
("FFRD") agrees to accept the Service described below subject to the terms and
conditions set forth herein, the INFINICOM and Service Agreement FON-04-1
between INFINICOM and FFRD. Neither INFINICOM or FFRD shall be obligated with
respect to the Service described below, or any terms that do not conform with
the terms of said Agreement until the Service Schedule is subscribed to by an
authorized representative of INFINICOM and FFRD


                REQUESTED SERVICE DATE   July 2, 2004
              TOTAL REQUESTED CAPACITY   50,000 VoIP registered accounts
          REQUESTED NETWORK CONNECTION   See Service Schedule FON-04-1-1



[INFORMATION REDACTED]







In witness whereof, the parties have executed this Service Schedule as of the
dates written below.

InfiniCom Networks, Inc.                             FoneFriend, Inc.


/s/ SEAN J. MCCANN                                   /s/ GARY A. RASMUSSEN
------------------------------                       -----------------------
By Sean J. McCann, CEO                               By Gary Rasmussen
For  InfiniCom Networks, Inc.                        For FoneFriend, Inc.

Date:   June 6, 2004                                 Date:   June 6, 2004


                                                                        14 of 14

<PAGE>


                                   APENDIX 9

                           STOCK ACQUISITION AGREEMENT



         THIS STOCK ACQUISITION AGREEMENT ("Agreement") is made and entered into
this  6th  day of  June,  2004,  by and  between  InfiniCom  Networks,  Inc.,  a
California  corporation   ("InfiniCom"),   and  FoneFriend,   Inc.,  a  Delaware
corporation (the "Company").

                                 R E C I T A L S

         A.  Company  wishes  to sell to  InfiniCom,  and  InfiniCom  wishes  to
purchase from  Company,  the sum of  96,428,571  shares of the Company's  common
stock  (the  "Shares"),   subject  to  performance  of  certain   covenants  and
satisfaction of certain  conditions  which are hereinafter set forth,  including
material covenants and conditions relating to a Marketing and Services Agreement
and a Carrier  Agreement,  among other things, all as described and incorporated
herein and to which this Agreement is attached as Appendix 9; and

         B. The Shares will constitute a majority of the  outstanding  shares of
capital  stock of the Company and will vest in InfiniCom  control of the Company
within the meaning of the Securities Act of 1933, as amended; and

         C.  The  Company  and  InfiniCom  are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  regulation afforded by
Section 4(2) of the  Securities Act (as defined in Section 3) and Rule 506 under
Regulation D; and

         D. The Company,  its officers,  directors and controlling  shareholders
desire to assure  themselves  that certain  terms,  conditions and covenants are
agreed to as follows to assure the mutual  beneficial  interests  of the parties
signatory hereto;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained  in this  Agreement  and other  good and  valuable  consideration  the
receipt  and  sufficiency  of which are hereby  acknowledged,  the  Company  and
InfiniCom agree as follows:


                                A G R E E M E N T

         1.  INCORPORATION OF RECITALS.  The foregoing Recitals are incorporated
herein by this reference.

         2. SALE AND PURCHASE OF THE SHARES. Subject to the terms and conditions
hereof, at the Closing of the transaction with InfiniCom,  the Company agrees to
sell to InfiniCom, and InfiniCom agrees to purchase from Company, the Shares for
an  aggregate  purchase  price of  $6,750,000.00  (the  "Purchase  Price").  The
Purchase Price is to be applied to the  acquisition  of a 50,000  customer base,
which Company is purchasing from InfiniCom for cash and the Shares.

         3. CONDITIONS TO CLOSING. By execution of this Agreement,  and upon the
Closing, InfiniCom covenants that the following conditions have been met:

                  3.1 InfiniCom's  satisfactory  completion of its due diligence
review of the Company.

                  3.2 InfiniCom's approval of the transfer and sale of a certain
Technology  License  Agreement,  dated April 30,  2001,  between the Company and
FoneFriend Systems,  Inc. ("FSI") and other assets described therein, as well as
all assets  developed or owned by the Company in  connection  with the Company's
"FoneFriend"  technology and its pursuit of related  business  activities by the
Company (collectively, the "FoneFriend Technology Assets"), in exchange for such
consideration  from a third  party  entity  that is equal to or greater in value
than  the  Company's  book  value of such  FoneFriend  Technology  Assets.  Said
consideration shall be distributed,  on a pro-rata basis, to the shareholders of
the Company existing just prior to the Closing, specifically excluding InfiniCom
and its Shares in such distribution.  Such transfer and sale shall occur as soon
as practicable after the Closing.

                  3.3  InfiniCom's  adoption and  ratification  of the Company's
Articles of Incorporation, By-Laws and all material contracts including, but not
limited to,  indemnification  and other  agreements  entered  into with  certain
officers and directors and controlling shareholders of the Company as filed with
the Securities and Exchange Commission ("SEC").

                                       1

<PAGE>


         4. CLOSING.

                  4.1 The purchase and sale of the Shares (the "Closing")  shall
take place at 12:00 p.m.,  Pacific  Standard  Time, on or before July 1, 2004 at
InfiniCom's  corporate  offices or such other time and date as the  parties  may
agree.  At such Closing,  Company shall deliver,  among other items, a certified
list of the then  existing  shareholders  of the Company.  In no event shall the
Closing  take place after  August 1, 2004,  unless the parties  expressly  agree
otherwise in a written amendment to this Agreement.

                  4.2 From time to time after the Closing,  and without  further
consideration,  the  parties  will  promptly  execute  and  deliver  such  other
instruments  of  transfer  and take  such  other  actions  as  either  party may
reasonably  request,  in order to more  effectively  transfer to  InfiniCom  the
Shares and otherwise consummate the transactions contemplated by this Agreement.

         5.  REPRESENTATIONS  AND  WARRANTIES  OF  INFINICOM.  InfiniCom  hereby
represents and warrants to Company as follows:

                  5.1 ENFORCEABILITY.  This Agreement shall constitute the valid
and legally  binding  obligation of Company,  enforceable in accordance with its
terms except as limited by the effect of bankruptcy, insolvency, reorganization,
moratorium  and other  similar  laws  relating  to or  affecting  the  rights of
creditors  generally  and by  laws  relating  to the  availability  of  specific
performance,  injunctive relief, or other equitable remedies and in the event of
any conflict  between the agreements  between the parties this Agreement as well
as  provisions  contained  in the  Investor's  Representation  Letter  shall  be
controlling.

                  5.2 VALIDITY;  TITLE.  The Shares,  when sold and delivered in
accordance  with the terms of this  Agreement  for the  consideration  expressed
herein, will be duly and validly issued, fully paid, and nonassessable, and will
be  free  of  restrictions  on  transfer  under  applicable  state  and  federal
securities laws. Company owns,  beneficially and of record,  good and marketable
title to the Shares,  free and clear of all security interests,  liens,  adverse
claims,  encumbrances,  proxies,  options or  stockholders'  agreements.  At the
Closing,  Company  will convey to  InfiniCom  good and  marketable  title to the
Shares and its  technology,  free and clear of any  security  interests,  liens,
adverse claims or encumbrances.

                  5.3 ORGANIZATION AND GOOD STANDING. InfiniCom is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of California and is qualified to do business as a foreign  corporation in
each  jurisdiction  where the failure to be so  qualified  would have a material
adverse effect on the Company.

                  5.4 CAPITALIZATION.  All of InfiniCom's issued and outstanding
shares of its common  stock were duly  authorized  for  issuance and are validly
issued,  fully  paid  and  non-assessable.  There  are no  outstanding  options,
warrants or other rights to acquire  capital stock that would  adversely  affect
the Company.

                  5.5 NO  CONFLICTS.  The  execution  and  consummation  of this
Agreement by InfiniCom of the transactions  contemplated  hereby, and compliance
by InfiniCom with any of the provisions  hereof,  will (a) result in a violation
or breach  of, or  constitute  (with or  without  due notice or lapse of time or
both) a  default  (or give  rise to any right of  termination,  cancellation  or
acceleration)  under,  any of the terms,  conditions  or provisions of any note,
bond, mortgage,  indenture,  license, contract, agreement or other instrument or
obligation to which  InfiniCom is a party or by which  InfiniCom or its property
may be bound or (b) violate any order, writ, injunction,  decree,  statute, rule
or regulation applicable to InfiniCom.

                  5.6  INVESTMENT AND RELATED REPRESENTATIONS.

                           (a)  InfiniCom   represents   and  warrants  to,  and
covenants with, the Company that: (i) InfiniCom is knowledgeable,  sophisticated
and experienced in making,  and is qualified to make,  decisions with respect to
investments in shares  representing an investment decision like that involved in
its  acquisition of the Shares  hereunder,  including  investments in securities
issued by the Company and  comparable  entities,  and has  requested,  received,
reviewed and considered all  information it deems relevant in making an informed
decision to acquire the Shares,  including  discussions with Company  management
and the review by InfiniCom's  General Counsel of all disclosures by the Company
in its filings with the  Securities and Exchange  Commission;  (ii) InfiniCom is
acquiring the Shares set forth herein in the ordinary course of its business and
for its own account for  investment  only and with no present  intention or view
toward  the  public  sale  or  distribution   thereof,  and  no  arrangement  or
understanding  exists  with any  other  persons  regarding  the  public  sale or

                                       2

<PAGE>

distribution  of such Shares  (this  representation  and  warranty  not limiting
InfiniCom's  right to sell such  Shares in  compliance  with an  exemption  from
registration  under the Securities Act);  (iii) InfiniCom will not,  directly or
indirectly,  except (as to each of (A), (B) and (C)) in compliance with and only
to the  extent  required  to  comply  with the  Securities  Act,  the  Rules and
Regulations and such other securities or Blue Sky laws as may be applicable, (A)
offer, sell, pledge,  transfer or otherwise dispose of (or solicit any offers to
buy, purchase or otherwise  acquire or take a pledge of) any of the Shares,  (B)
engage in any short sale which results in a disposition  of any of the Shares by
InfiniCom,  or (C) hedge the  economic  risk of  InfiniCom's  investment  in the
Shares;  (iv) InfiniCom is an "accredited  investor"  within the meaning of Rule
501(a)  of  Regulation  D  promulgated   under  the  Securities  Act;  and  (v),
InfiniCom's  representations  hereunder  are relied upon by the Company as being
complete,  true and correct in all  material  respects as of the date hereof and
will be true and correct in all material  respects as of the  effective  date of
the Closing,  and  InfiniCom  will notify the Company as promptly as possible of
any material change in any such  information;  (vi) InfiniCom has, in connection
with its decision to acquire the number of Shares set forth herein above, relied
solely upon its own investigation of the Company's books and records,  including
its review of securities  filings,  and is not relying on  discussions  with the
management of the Company conducted prior to Closing.

                           (b) InfiniCom  understands  that the Shares are being
offered  to it in  reliance  upon  specific  exemptions  from  the  registration
requirements of Securities  Act, the Rules and Regulations and state  securities
laws,  and that the  Company  is  relying  upon the truth and  accuracy  of, and
InfiniCom's  compliance  with,  the  representations,   warranties,  agreements,
acknowledgments  and  understandings  of InfiniCom  set forth herein in order to
determine the  availability  of such exemptions and the eligibility of InfiniCom
to acquire the Shares.

                           (c) InfiniCom  understands that its investment in the
Shares  involves a  significant  degree of risk and that the market price of the
Company's  Common  Stock  has  been and  continues  to be  volatile  and that no
representation  is  being  made as to the  future  value  of the  Common  Stock.
InfiniCom has the knowledge and experience in financial and business  matters as
to be capable of evaluating  the merits and risks of an investment in the Shares
and has the ability to bear the economic  risks of an  investment in the Shares.
InfiniCom  has been afforded the  opportunity  to ask questions of the Company's
management  regarding such matters and acknowledges that it shall rely solely on
such inquiries and any other due diligence  investigation conducted by InfiniCom
or any of its advisors or representatives with respect to its entering into this
Agreement.

                           (d) InfiniCom  understands  that neither the SEC, nor
any  United  States  federal  or  state  agency  or  any  other   government  or
governmental agency has passed upon or made any recommendation or endorsement of
the Shares.

                           (e) InfiniCom  understands that the Shares may bear a
restrictive  legend in  substantially  the following  form (and a  stop-transfer
order may be placed against transfer of the certificates for the Shares):

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR UNDER THE SECURITIES LAWS OF ANY OTHER  JURISDICTION.  THE SECURITIES MAY NOT
BE SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE  SECURITIES  UNDER THE  SECURITIES  ACT AND  APPLICABLE  STATE
SECURITIES  LAWS,  OR AN  OPINION  OF  COUNSEL,  IN FORM,  SUBSTANCE  AND  SCOPE
REASONABLY  ACCEPTABLE TO THE COMPANY,  THAT  REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER THE SECURITIES ACT."

                           (f) InfiniCom further represents and warrants to, and
covenants with, the Company that (i) InfiniCom has full right, power,  authority
and capacity to enter into this  Agreement  and to consummate  the  transactions
contemplated  hereby  and has  taken  all  necessary  action  to  authorize  the
execution,  delivery and performance of this Agreement;  (ii) upon the execution
and delivery of this Agreement,  this Agreement shall constitute a legal,  valid
and binding  obligation of InfiniCom,  enforceable in accordance with its terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); (iii) the execution, delivery and performance
of  this  Agreement  by  InfiniCom  and the  consummation  by  InfiniCom  of the
transactions  contemplated  hereby  will not (A)  conflict  with or  result in a
violation of any provision of InfiniCom's  certificate of incorporation or other
organizational  document, or (B) violate or conflict with, or result in a breach
of any provision of, or constitute a default under, or give to others any rights
of  termination,  amendment,  acceleration  or  cancellation  of, any agreement,
indenture or other  instrument to which InfiniCom is a party, or (C) result in a

                                       3

<PAGE>

violation of any law, rule, regulation,  order, judgment or decree applicable to
InfiniCom,  except any such  violation  that  would not have a material  adverse
effect on the ability of InfiniCom to consummate the  transactions  contemplated
by the  Agreement;  (iv)  InfiniCom  is not  required  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency or any regulatory or self-regulatory  agency in order for it
to execute,  deliver or perform any of its  obligations  under this Agreement in
accordance  with the terms  hereof,  except for such  consents,  authorizations,
orders,  filings or registrations that have already been obtained; (v) InfiniCom
is not a party  to any  litigation  against  the  Company;  and  (vi)  InfiniCom
understands  that nothing in this Agreement or any other materials  presented to
InfiniCom in connection  with its acquisition  and/or  disposition of the Shares
constitutes  legal,  tax or  investment  advice by the  Company.  InfiniCom  has
consulted  its own  legal,  tax and  investment  advisors,  as it,  in its  sole
discretion,  has deemed necessary or appropriate in connection with the purchase
of the Shares.

                           (g) InfiniCom  acknowledges the following disclosure,
which is set forth herein as required
pursuant to Section 25102(a) of the California Corporate Securities Law of 1968:

         "THE SALE OF THE SECURITIES  THAT ARE THE SUBJECT OF THIS AGREEMENT HAS
NOT BEEN  QUALIFIED  WITH  THE  COMMISSIONER  OF  CORPORATIONS  OF THE  STATE OF
CALIFORNIA  AND THE ISSUANCE OF THE  SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE  CONSIDERATION  THEREFOR  PRIOR TO THE  QUALIFICATION  IS  UNLAWFUL,
UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100,
25102, OR 25105 OF THE CALIFORNIA  CORPORATIONS  CODE. THE RIGHTS OF ALL PARTIES
TO THIS  AGREEMENT  ARE  EXPRESSLY  CONDITIONED  UPON  THE  QUALIFICATION  BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT."

                  5.7 GOVERNMENTAL  CONSENTS. All consents,  approvals,  orders,
authorizations or registrations,  qualifications,  designations, declarations or
filings with any U.S.,  federal or state  governmental  authority on the part of
InfiniCom  required in  connection  with the  consummation  of the  transactions
contemplated herein shall have been obtained prior to and be effective as of the
Closing,  except that InfiniCom shall be required to file with the SEC following
the Closing a Schedule  13D and such other  documents  as may be required by the
Exchange Act.

                  5.8 THIRD PARTY CONSENTS. All third party consents, approvals,
orders or authorizations required to be obtained by InfiniCom in connection with
the consummation of the transactions contemplated herein have been obtained.

                  5.9 INDEMNIFICATION.  The InfiniCom hereby agrees to indemnify
and  hold  Company  harmless  and each of the  Company's  affiliates  and  their
respective  officers,  directors,  partners,  members,  managers,  shareholders,
attorneys,  employees  and agents from and  against any and all losses,  claims,
damages,  judgments,  penalties,  liabilities  and  deficiencies,  and agrees to
reimburse  the  other  for  all  reasonable  out-of-pocket  expenses  (including
reasonable  fees and  expenses  of legal  counsel),  in each  case  promptly  as
incurred by the other,  to the extent  arising out of or in connection  with (a)
any   material   misrepresentation   or  material   breach  of  any  of  his/its
representations  or  warranties  contained  in  this  Agreement  or the  related
Marketing and Services Agreement,  to which this Agreement is attached;  (b) any
failure by him/it to perform any of his/its covenants, agreements,  undertakings
or obligations set forth in this Agreement, or (c) any operations of the Company
or transactions involving the Company including the purchase of subscribers from
InfiniCom.

         6. REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents
and warrants to InfiniCom as follows:

                  6.1 ENFORCEABILITY.  This Agreement shall constitute the valid
and legally  binding  obligation of Company,  enforceable in accordance with its
terms except as limited by the effect of bankruptcy, insolvency, reorganization,
moratorium  and other  similar  laws  relating  to or  affecting  the  rights of
creditors  generally  and by  laws  relating  to the  availability  of  specific
performance, injunctive relief, or other equitable remedies.

                  6.2 VALIDITY;  TITLE.  The Shares,  when sold and delivered in
accordance  with the terms of this  Agreement  for the  consideration  expressed
herein, will be duly and validly issued, fully paid, and nonassessable, and will
be free of  restrictions  on transfer other than  restrictions on transfer under
this Agreement and the  Investment  Representation  Letter and under  applicable
state and federal  securities  laws.  Company owns,  beneficially and of record,
good  and  marketable  title to the  Shares,  free  and  clear  of all  security
interests,  liens,  adverse  claims  other than those as may be  asserted by the
Liquidating  Trustee,  and those set forth in filings  with the  Securities  and
Exchange Commission  ("SEC").  At the Closing,  Company will convey to InfiniCom

                                       4

<PAGE>

good  and  marketable  title to the  Shares,  free  and  clear  of any  security
interests, liens, adverse claims or encumbrances.

                  6.3 ORGANIZATION  AND GOOD STANDING.  Company is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and is qualified to do business as a foreign  corporation  in each  jurisdiction
where the failure to be so  qualified  would have a material  adverse  effect on
Company.

                  6.4  CAPITALIZATION.   The  Company  is  authorized  to  issue
200,000,000  million  shares of common stock,  $.001 par value,  and  50,000,000
shares of  preferred  stock,  $.001 par  value.  The  Company  presently  has an
estimated 21,515,944 shares of common stock issued and outstanding and no shares
of preferred stock are issued or outstanding.  All of the issued and outstanding
shares of the Company's common stock,  including options and warrants to acquire
up to 1,350,000  shares of common stock,  were duly  authorized for issuance and
the  outstanding  common  shares  have  been  validly  issued,  fully  paid  and
non-assessable.  There are no outstanding  options,  warrants or other rights to
acquire the Company's  capital stock other than those fully disclosed herein and
in the Company's SEC filings.

                  6.5 PUBLIC LISTING OF THE COMPANY.  The Company has never been
listed on any national  stock  exchange or national  market system in the United
States or  elsewhere  except  the  Nasdaq  National  Market  System  and the OTC
Bulletin Board.

                  6.6 GOVERNMENTAL  CONSENTS. All consents,  approvals,  orders,
authorizations or registrations,  qualifications,  designations, declarations or
filings with any U.S.,  federal or state  governmental  authority on the part of
Company  required  in  connection  with  the  consummation  of the  transactions
contemplated herein shall have been obtained prior to and be effective as of the
Closing,  except that InfiniCom shall be required to file with the SEC following
the Closing a Schedule 13D among other filings.

                  6.6 THIRD PARTY CONSENTS. All third party consents, approvals,
orders or  authorizations  required to be obtained by Company in connection with
the consummation of the transactions contemplated herein have been obtained.

                  6.7  DISCLOSURE.   The   representations  and  warranties  and
statements of fact made by Company in this  Agreement are accurate,  correct and
complete in all material  respects and do not contain any untrue  statement of a
material fact or omit to state any material fact  necessary in order to make the
statements and information contained herein not false or misleading.

         7.       CERTAIN COVENANTS.

                  7.1 OFFICER AND  DIRECTOR  INDEMNIFICATION.  InfiniCom  hereby
unconditionally  indemnifies  and holds  harmless all of Company's  officers and
directors  from  and  against  any  and all  claims,  liabilities  and  actions,
including  the  reasonable  cost of attorney's  fees  associated  therewith,  in
connection with any actions taken by such officers and directors previous to the
Closing,  including  undertakings in connection with  negotiating or authorizing
this Stock Acquisition Agreement and the transactions contemplated hereby.

                  7.2 TRANSFER OF FONEFRIEND TECHNOLOGY ASSETS. InfiniCom hereby
agrees and  covenants  to approve and cause the Company to transfer or otherwise
sell the FoneFriend  Technology  Assets as they currently exist to a third party
entity,  for a  negotiated  consideration  consisting  primarily  of stock in an
amount equal to or greater than the book value of such transferred  assets,  the
closing  of such  sale  transaction  to occur as soon as  practicable  after the
Closing, and agrees thereafter to take all necessary steps to approve the proper
pro-rata  distribution  of  such  consideration  paid  by the  purchaser  to the
shareholders of the Company,  specifically excluding InfiniComs' Shares acquired
hereunder in the calculation of such pro-rata  distribution.  Such  distribution
shall  occur as soon as  practicable  after the  closing of the  transfer of the
FoneFriend Technology Assets.

                  7.3 CAPITALIZATION OF THE COMPANY. For a period of twenty-four
months from the Closing,  InfiniCom agrees not to undertake any action that will
cause the Company to engage in any  recapitalization,  restructuring  or reverse
split of its issued and  outstanding  common  stock that  results in the current
stockholders of the Company, prior to Closing,  owning less than five percent of
the total issued and outstanding shares of the Company's capital stock,  without
first obtaining a majority vote of the current  stockholders of record as of the
date of Closing.

                  7.4 COST OF  INFINICOM'S  SERVICE.  For a period of [REDACTED]
from the Closing,  InfiniCom  agrees that its total monthly costs charged to the
Company for licensing,  software and hardware services, and support, pursuant to

                                       5

<PAGE>

the Marketing and Services  Agreement and the Carrier Agreement shall not exceed
[REDACTED]  of the  Company's  cash flow  derived from the revenue of the 50,000
subscribers  acquired by the Company from  InfiniCom;  provided that the Company
must bill the customers a minimum of $[REDACTED].  In sum, InfiniCom  guarantees
that the Company will have at least a  [REDACTED]  % gross profit  margin on its
business  related solely to the 50,000  customers to be sold by InfiniCom to the
Company hereunder.

                  7.5   MAINTENANCE  OF  CUSTOMER  BASE.   Notwithstanding   any
provision  contained in the  Marketing  and Services  Agreement to the contrary,
InfiniCom  hereby  agrees to maintain the customer base of the Company after the
Closing at the level of 50,000 customers,  each customer remitting a monthly fee
to the Company in the amount of $15.00,  or greater,  for a period of  fifty-two
weeks.

                  7.6    SURVIVAL    OF    REPRESENTATIONS    AND    WARRANTIES.
Notwithstanding  any  investigation  made by any  party to this  Agreement,  all
representations  and warranties  made by the Company and InfiniCom  herein shall
survive the execution of this Agreement, the delivery to InfiniCom of the Shares
being acquired for a period of two years from the Closing.

         8. MISCELLANEOUS.

                  8.1  CUMULATIVE  REMEDIES.  Any  person or entity  having  any
rights under any  provision of this  Agreement  will be entitled to enforce such
rights specifically, to recover damages by reason of any breach of any provision
of this Agreement, and to exercise all other rights granted by law, which rights
may be exercised cumulative and not alternatively.

                  8.2  SUCCESSORS  AND ASSIGNS.  Except as  otherwise  expressly
provided herein, all covenants and agreements  contained in this Agreement by or
on behalf of any of the parties hereto will bind and inure to the benefit of the
respective  successors and assigns of the parties hereto whether so expressed or
not.

                  8.3 SEVERABILITY.  Whenever  possible,  each provision of this
Agreement  will be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by or invalid under  applicable law, such provision will be ineffective  only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement or the other documents.

                  8.4  COUNTERPARTS.  This  Agreement  may be executed in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts when taken together will constitute one and
the same agreement.

                  8.5 NOTICES.  Any approvals,  consents or notices  required or
permitted  to be sent or given  shall be  delivered  in  writing  personally  or
mailed, certified mail, return receipt requested, to the following addresses and
shall be deemed to have been received within five days after such mailing:

         If to InfiniCom:                        InfiniCom Networks, Inc.
                                                 8447 Wilshire Blvd., Penthouse
                                                 Beverly Hills, California 90211

         If to Company:                          FoneFriend, Inc.
                                                 14545 Friar Street, Suite 103
                                                 Van Nuys, CA 91411

           With copy to:                         Harold H. Martin, PA
                                                 1711 Kenton Drive, Suite 204B
                                                 Cornelius, North Carolina 28031

                  8.6 LITIGATION  COSTS.  If any legal action or any arbitration
or other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute,  breach, default, or misrepresentation in connection with
any of the  provisions  thereof,  the  successful or  prevailing  party shall be
entitled to recover reasonable  attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which such party may be
entitled.

                  8.7  GOVERNING  LAW. This  Agreement  shall be governed by and
interpreted  and  construed  in  accordance  with  the  laws  of  the  State  of
California,  without regard to the conflicts of laws  principles  thereof.  This

                                       6

<PAGE>

Agreement is to have been deemed to have been negotiated and prepared jointly by
the parties  with the  assistance  of legal  counsel of their  choosing  and any
uncertainty  of ambiguity  existing  herein,  if any,  shall not be  interpreted
against any party, but shall be interpreted according to the applicable rules of
interpretation for arm's length agreements.

                  8.8  CONTROLLING  DOCUMENT.  This  Agreement,  together with a
related  Network  Services  Agreement,  a Marketing and Services  Agreement (the
"collective  agreements") embodies the entire agreement of the parties hereto in
relation to the acquisition and no other agreement or  understanding,  verbal or
otherwise,  exists  between the  Parties  except as herein  expressly  set forth
herein.  In the  event of a  conflict  or  ambiguity  by and or  between  in the
language  of  these  collective  agreements,  the  express  provisions  of  this
Agreement shall be controlling.

                  8.9   COOPERATION.   Following   the   consummation   of   the
transactions  contemplated  hereunder,  Company and InfiniCom shall each provide
the other with such  assistance,  and shall cause their officers,  directors and
accountants,  as applicable,  to provide such  assistance,  as may reasonably be
requested by the other in connection  with (i) the preparation of any tax return
or the conduct of any audit or examination by any taxing authority,  or (ii) the
preparation  of any periodic  report or other filing  required to be made to the
Securities and Exchange Commission.

         IN WITNESS  WHEREOF,  each of the  parties  to this  Stock  Acquisition
Agreement  has  executed or caused this  Agreement to be executed as of the date
first above written.

         "COMPANY"
          FONEFRIEND, INC.



         By:/s/ GARY A. RASMUSSEN
            --------------------------------
               Gary A. Rasmussen,
               Chairman of the Board


         "INFINICOM"
          INFINICOM NETWORKS, INC.




         By:/s/ SEAN MCCANN
            --------------------------------
               Sean McCann
               Chief Executive Officer


                                       7



</TEXT>
</DOCUMENT>
