EXHIBIT 4.64

                                WARRANT AGREEMENT

THIS WARRANT AND THE SHARES OF COMMON STOCK COVERED HEREBY (COLLECTIVELY, THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAW OR THE
SECURITIES ACT OF 1933, AS AMENDED ("FEDERAL ACT") UPON RELIANCE OF EXEMPTIONS
AVAILABLE THEREFOR. THE SECURITIES WILL BE ACQUIRED FOR INVESTMENT AND MAY NOT
BE OFFERED FOR SALE, HYPOTHECATED, SOLD OR TRANSFERRED, NOR WILL ANY ASSIGNEE OR
TRANSFEREE THEREOF BE RECOGNIZED BY SURFNET MEDIA GROUP, INC. AS HAVING ANY
INTEREST IN SUCH SECURITIES IN THE ABSENCE OF (i) AN OPINION OF COUNSEL THAT THE
TRANSACTION BY WHICH SUCH SECURITIES WILL BE OFFERED FOR SALE, HYPOTHECATED,
SOLD OR TRANSFERRED IS EXEMPT UNDER THE FEDERAL ACT, AND APPLICABLE STATE
SECURITIES LAWS; OR (ii) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE
SECURITIES UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS.

                            SURFNET MEDIA GROUP, INC.
                          COMMON STOCK PURCHASE WARRANT

Warrant No. 14
No. of Shares - 50,000
Dated: October 1, 2004

      This certifies that, for value received, Kelly Black, hereinafter referred
to as the registered holder or the "Holder," or her successors and assigns, is
entitled, subject to the terms and conditions hereinafter set forth, at or
before 5:00 o'clock P.M., Eastern time, subject to adjustment upon the
occurrence of the contingencies set forth, to purchase fifty thousand (50,000)
shares of $.0001 par value Common Stock (the "Common Stock") of SurfNet Media
Group, Inc., upon the exercise of this Warrant, at one dollar and 50/100 cents
($1.50) per share (the "Warrant Price") and is subject to adjustments upon the
occurrence of the contingencies set forth in this Warrant. The Holder and
SurfNet are hereinafter referred to collectively as the "Parties."

      Upon delivery of this Warrant with the subscription form annexed hereto,
duly executed, together with payment of this Warrant Price for the shares of
Common Stock thereby purchased, at the principal office of SurfNet, 2801 South
Fair Lane, Suite 101, Tempe, Arizona 85282, or at such other address as SurfNet
may designate by notice in writing to the registered holder hereof, the
registered holder of this Warrant shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased. All shares of Common
Stock which may be issued upon the exercise of this Warrant will, upon issuance,
be fully-paid and non-assessable and free from all taxes, liens and charges with
respect thereto.
<PAGE>

      This Warrant is subject to the following terms and conditions:

      1.    EXERCISE OF WARRANT.

            a.    This Warrant may be exercised in whole at any time, or in any
                  part from time to time, prior to 5:00 o'clock P.M., Eastern
                  time, on or before January 1, 2010, but not thereafter, as to
                  all or any part of the number of shares of Common Stock then
                  subject hereto to the extent such shares have vested. This
                  Warrant vests sequentially at the rate of sixteen thousand six
                  hundred sixty-six and 66/100 (16,666.66) shares per month,
                  with the first increment of this Warrant exercisable on and
                  after May 1, 2005, the second increment exercisable on or
                  after June 1, 2005, and the third and final increment of this
                  Warrant exercisable on or after July 1, 2005. Unvested shares
                  are subject to substantial risk of forfeiture. If the
                  Consulting Agreement between Holder and SurfNet is terminated
                  before this Warrant fully vests, then the Holder is entitled
                  to exercise this Warrant solely as to the number of vested
                  shares of Common Stock then subject hereto as of the date of
                  termination. Any further right to exercise this Warrant as to
                  unvested shares that, upon the passage of time, would
                  otherwise be available for exercise under this Warrant shall
                  thereupon cease and be of no further force or effect.

            b.    In case of any partial exercise of this Warrant, SurfNet shall
                  execute and deliver a new Warrant of like tenor and date for
                  the balance of the shares of Common Stock purchasable
                  hereunder. This Warrant may not be exercised as to less than
                  one thousand (1,000) shares at any one time unless the number
                  of shares purchased is the total number at the time available
                  for purchase under this Warrant. This Warrant may be exercised
                  only as to whole shares; fractional share interests will be
                  disregarded except that they may be accumulated.

            c.    Upon any exercise of this Warrant, Holder may, in lieu of
                  payment of the Warrant Price in cash, surrender this Warrant
                  (or any successor hereto or fraction hereof) (valued for such
                  purpose at the Fair Market Value of the underlying Common
                  Stock for which such Warrant is exercisable on the date of
                  such exercise less the Warrant Price then in effect) and apply
                  all or a portion of the amount so determined to the payment of
                  the Warrant Price for the number of shares of Common Stock
                  being purchased as to all the number of whole shares of Common
                  Stock then subject hereto.


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<PAGE>

      2.    ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES PURCHASABLE
            HEREUNDER. In case SurfNet shall at any time subdivide the
            outstanding shares of its Common Stock, this Warrant Price in effect
            immediately prior to such subdivision shall be proportionately
            decreased, and in case SurfNet shall at any time combine the
            outstanding shares of its Common Stock, this Warrant Price in effect
            shall immediately prior to such combination be proportionately
            increased, effective from and after the record date of such
            subdivision or combination, as the case may be.

      3.    NOTICE OF ADJUSTMENTS. Upon any adjustment of this Warrant Price and
            any increase or decrease in the number of shares of Common Stock
            purchasable upon the exercise of this Warrant, then and in each such
            case, SurfNet, within thirty (30) days thereafter, shall give
            written notice thereof to the registered holder of this Warrant at
            the address of such holder as shown on the books of SurfNet, which
            notice shall state this Warrant Price as adjusted and the increased
            or decreased number of shares purchasable upon the exercise of this
            Warrant, setting forth in reasonable detail the method of
            calculation of each. The holder of this Warrant shall have ten (10)
            days in which to review the proposed adjustment and to object to the
            proposed adjustment by notifying SurfNet in writing of such
            objection, setting forth in reasonable detail the reasons for such
            objection. If the holder fails to object to the proposed adjustment
            during such ten (10) day period the proposed adjustment shall become
            final. If the holder objects to the proposed adjustment then SurfNet
            and the holder shall attempt to reconcile their differences and if
            unable to do so such adjustment shall be determined by SurfNet's
            independent accountants whose determination shall be final.

      4.    NOTICE OF EXERCISE OF WARRANT. This Warrant may be exercised by this
            Holder by a written notice signed by this Holder, and delivered or
            mailed to SurfNet to the attention of the President. The notice
            shall specify the number of shares of Stock which this Holder elects
            to purchase hereunder, and be accompanied by (i) a certified or
            cashier's check payable to SurfNet in payment of the total Exercise
            Price applicable to such shares as provided herein. Upon receipt of
            an such notice and accompanying payment, SurfNet agrees to issue to
            this Holder stock certificates for the number of shares specified in
            such notice registered in the name of this Holder.

      5.    CHARGES, TAXES AND EXPENSES. The issuance of certificates for shares
            of Common Stock upon any exercise of this Warrant shall be made
            without charge to the holder hereof for any tax or other expense in
            respect to the issuance of such certificates, all of which taxes and
            expenses shall be paid by SurfNet, and such certificates shall be
            issued in the name of, or in such name or names as may be directed


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<PAGE>

            by, the holder of this Warrant; provided, however, that in the event
            that certificates for shares of Common Stock are to be issued in a
            name other than the name of the holder of this Warrant, this Warrant
            when surrendered for exercise shall be accompanied by an instrument
            of transfer in form satisfactory to SurfNet, duly executed by the
            holder hereof in person or by an attorney duly authorized in
            writing.

      6.    CERTAIN OBLIGATIONS OF SURFNET. SurfNet will not, by amendment of
            its Certificate of Incorporation or through reorganization,
            consolidation, merger, dissolution or sale of assets, or by any
            other voluntary act or deed, avoid or seek to avoid the performance
            or observance of any of the covenants, stipulations or conditions to
            be performed or observed by SurfNet, but will at all times in good
            faith assist, insofar as it is able, in the carrying out of all
            provisions of this Warrant and in the taking of all other action
            which may be necessary in order to protect the rights of the holder
            of this Warrant against dilution. Without limiting the generality of
            the foregoing, SurfNet agrees that it will not establish or increase
            the par value of the shares of any Common Stock which are at the
            time issuable upon exercise of this Warrant above the then
            prevailing Warrant Price hereunder and that, before taking any
            action which would cause an adjustment reducing this Warrant Price
            hereunder below the then par value, if any, of the shares of any
            Common Stock issuable upon exercise hereof, SurfNet will take any
            corporate action which may, in the opinion of its counsel, be
            necessary in order that SurfNet may validly and legally issue
            fully-paid and non-assessable shares of such Common Stock at this
            Warrant Price as so adjusted.

      7.    CONTINUANCE OF ENGAGEMENT. Nothing contained in this Warrant shall
            confer upon this Holder any right to continue in the engagement of
            SurfNet or constitute any contract or agreement of engagement.
            Nothing contained in this Warrant shall interfere in any way with
            the right of SurfNet to (i) terminate the engagement of this Holder,
            or (ii) reduce the compensation received by this Holder from time to
            time, provided that nothing herein shall modify any written
            engagement or consulting agreement as may now exist or hereinafter
            be entered into between Holder and SurfNet.

      8.    EFFECT OF TERMINATION OF RELATIONSHIP. If this Holder ceases to be
            engaged by SurfNet for any reason, this Warrant shall terminate to
            the extent not vested. Upon termination of Holder's engagement by
            reason of retirement, disability or death, this Warrant, to the
            extent vested, may be exercised by this Holder or her executor or
            administrator, as the case may be, at any time prior to January 1,
            2010.


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<PAGE>

      9.    CHANGE OF CONTROL. This Warrant shall accelerate to the extent not
            vested in the event of a Change of Control, provided Holder remained
            engaged by SurfNet under that certain Consulting Agreement between
            SurfNet and SurfNet of event date herewith not less than six months
            prior to the Change of Control. For purposes hereof, "Change Of
            Control" means a change in control of SurfNet of a nature that would
            be required to be reported in response to Item 6(e) of Schedule 14A
            of Regulation 14A under the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), whether or not SurfNet is subject to
            the Exchange Act at such time, including any of the following
            events:

            (a)   Any Person becomes the Beneficial Owner, directly or
                  indirectly, of securities of SurfNet representing a majority
                  of the combined voting power of or equity interest in SurfNet
                  in connection with a merger or otherwise. In applying the
                  preceding sentence, securities acquired directly from SurfNet,
                  its subsidiaries, or affiliates by or for the Person shall not
                  be taken into account.

            (b)   A merger or consolidation of SurfNet is consummated with any
                  other corporation or entity or any other form of business
                  combination pursuant to which the outstanding stock of SurfNet
                  is exchanged for cash, securities or other property paid,
                  issued or caused to be issued by the surviving or acquiring
                  corporation or entity unless the stockholders immediately
                  before the merger or consolidation would continue to own
                  equity securities that represent (either by remaining
                  outstanding or by being converted into equity securities of
                  the surviving entity) at least a controlling interest in
                  SurfNet or such surviving or acquiring entity corporation
                  immediately after such merger or consolidation.

            (c)   A sale, transfer or lease by SurfNet of all, or substantially
                  all, of SurfNet's assets is consummated.

            "Beneficial Owner" has the meaning set forth in Rule 13d-3 under the
            Securities Act of 1993, as amended. "Person" has the meaning given
            in Section 3(a)(9) of the Securities Act of 1933, amended, as
            modified and used in Section 13(d) of the Securities Act of 1933,
            amended, and will include a "group," as defined in Rule 13d-5
            promulgated thereunder. However, a person will not include SurfNet
            or any of its affiliates.


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<PAGE>

      10.   Notices. All notices and other communications required or permitted
            under this Warrant will be delivered to the parties at the address
            set forth below their respective signature blocks, or at such other
            address that they hereafter designate by notice to all other parties
            in accordance with this Section. All notices and communications will
            be deemed to be received in accordance with the following: (i) in
            the case of personal delivery, on the date of such delivery; (ii) in
            the case of facsimile transmission, on the date on which the sender
            receives confirmation by facsimile transmission that such notice was
            received by the addressee, provided that a copy of such transmission
            is additionally sent by mail as set forth in (iv) below; (iii) in
            the case of overnight air courier, on the second business day
            following the day sent, with receipt confirmed by the courier; and
            (iv) in the case of mailing by first class certified mail, postage
            prepaid, return receipt requested, on the fifth business day
            following such mailing.

      11.   COMPULSORY ARBITRATION. Any controversy, claim and/or dispute
            arising out of or relating to this Warrant or the breach hereof or
            subject matter hereof (including any action in tort) will be finally
            and fully settled by arbitration in Maricopa County, Arizona in
            accordance with the then-existing Commercial Arbitration Rules of
            the American Arbitration Association (the "AAA"), and judgment upon
            the award rendered by the arbitrators may be entered in any court
            having applicable jurisdiction. Written notice of demand for
            arbitration will be given to the other parties and to the AAA within
            six (6) months after the controversy, claim or dispute has arisen or
            be barred, and in no event after the date when the institution of
            court proceedings based on such dispute would be barred by the
            applicable statute of limitations. Controversies, claims and/or
            disputes will be resolved by one arbitrator selected by the mutual
            agreement of the parties or, failing that agreement within
            forty-five (45) days after written notice demanding arbitration, by
            the AAA. There will be limited discovery prior to the arbitration
            hearing as follows: (i) exchange of witness lists and copies of
            documentary evidence and documents related to or arising out of the
            issues to be arbitrated, and (ii) depositions of all Party
            witnesses. Depositions will be conducted in accordance with the
            rules or code of Civil Procedure of the jurisdiction in which the
            arbitration is conducted, and a court reporter will record all
            hearings, with such record constituting the official transcript of
            such proceedings. All decisions of the arbitrator will be in
            writing, and the arbitrator will provide reasons for the decision.
            Each of the Parties will bear its own respective attorney's fees and
            costs in accordance with any dispute or arbitration.

      12.   GOVERNING LAW. This Warrant will be deemed to have been executed in
            the State of Delaware and will be governed and construed as to both
            substantive and procedural matters in accordance with the laws of
            the State of Delaware, but excepting (i) any State of Delaware rule
            which would result in judicial failure to enforce the arbitration


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<PAGE>

            provisions of Section 11 hereof or any portion thereof and (ii) any
            State of Delaware rule which would result in the application of the
            law of a jurisdiction other than the State of Delaware. Any dispute
            arising from this Warrant must be filed in the county in which the
            principal office of SurfNet is located.

      13.   COMPLETE AGREEMENT. This Warrant, along with the Consulting
            Agreement, contains the entire agreement of the parties relating to
            the subject matter hereof and supersedes all prior agreements and
            understandings, whether written or oral, with respect to such
            subject matter, and the Parties have made no agreements,
            representations or warranties relating to the subject matter of this
            Warrant which are not set forth herein. If a conflict is determined
            to exist among any of the aforementioned agreements, the terms of
            this Warrant will control.

      14.   AMENDMENT. This Warrant may not be amended, modified, superseded,
            canceled or terminated, and any of the matters, covenants,
            representations, warranties or conditions hereof may not be waived,
            except by written instrument executed by the Parties or, in the case
            of a waiver, by such of the Parties to be charged with such waiver.

      15.   WAIVER. The failure of either of the Parties to insist upon strict
            adherence to any term, condition or other provision of this Warrant
            will not be considered a waiver or deprive that Party of the right
            thereafter to insist upon strict adherence to that term or any other
            term, condition or other provision of this Warrant.

      16.   HEADINGS. The headings of this Warrant are solely for convenience of
            reference and will not affect its interpretation.

      17.   SEVERABILITY. If any one clause or part of this Warrant is deemed
            invalid, unenforceable or illegal by the arbitrators or court of
            competent jurisdiction, then it is severed from this Warrant and the
            rest of this Warrant remains in full force and effect. Holder
            acknowledges the uncertainty of the law in this respect and
            expressly stipulates that this Warrant be given the construction
            which renders its

      18.   FURTHER ASSURANCES. The Parties will sign such other instruments,
            cause such meetings to be held, resolutions passed and by-laws
            enacted, exercise their vote and influence, do and perform and cause
            to be done and performed such further and other acts.


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<PAGE>

      19.   LEGAL COUNSEL. Holder hereby acknowledges that she has been advised
            that the party who drafted this Warrant on behalf of SurfNet is a
            licensed attorney, that such party is representing SurfNet's
            interests only and that Holder been urged to retain legal counsel to
            advise her.

      20.   MISCELLANEOUS.

            (a)   SurfNet covenants that it will at all times reserve and keep
                  available, solely for the purpose of issue upon the exercise
                  hereof, a sufficient number of shares of Common Stock to
                  permit the exercise hereof in full and a sufficient number of
                  shares of Common Stock to permit the conversion of all such
                  shares of Common Stock.

            (b)   The terms of this Warrant shall be binding upon and shall
                  inure to the benefit of any successors or assigns of SurfNet
                  and of the holder or holders hereof and of the Common Stock
                  issued or issuable on the exercise hereof.

            (c)   No holder of this Warrant, as such, shall be entitled under
                  this Warrant to vote or receive dividends (except as provided
                  in paragraph 2 hereof) or be deemed to be a stockholder of
                  SurfNet for any purpose.

            (d)   Except as otherwise provided herein, this Warrant and all
                  rights hereunder are transferable by the registered holder
                  hereof in person or by duly authorized attorney on the books
                  of SurfNet upon surrender of this Warrant, properly endorsed,
                  to SurfNet. SurfNet may deem and treat the registered holder
                  of this Warrant at any time as the absolute owner hereof for
                  all purposes and shall not be affected by any notice to the
                  contrary.

            (e)   By acceptance of this Warrant the registered holder represents
                  and warrants to SurfNet that such holder is acquiring this
                  Warrant and will acquire any shares of Common Stock issued
                  upon the exercise of this Warrant for the holder's own account
                  with the intent of holding such warrant or shares for
                  investment and without the intent of participating directly or
                  indirectly in a distribution of the same. Any certificates for
                  Common Stock issued upon the exercise of this Warrant shall
                  bear a legend similar to the legend appearing on the first
                  page of this Warrant.


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<PAGE>

      IN WITNESS WHEREOF, SurfNet has caused this Warrant to be signed by its
duly authorized officers and its corporation seal to be affixed hereto as of the
date first written on.

                                                SURFNET MEDIA GROUP, INC.


                                                BY: /S/ ROBERT ARKIN
                                                    ----------------
                                                    Robert Arkin
                                                    Chairman

Accepted:


/s/ Kelly Black
---------------
Kelly Black


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<PAGE>

                                   ASSIGNMENT

          (To be Executed by the Registered Holder to effect a Transfer
                            of the foregoing Warrant)

      FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and
transfers unto the foregoing Warrant and the rights represented thereto to
purchase shares of Common Stock of SURFNET MEDIA GROUP, INC., in accordance with
the terms and conditions thereof, and does hereby irrevocably constitute and
appoint

--------------------------------------
Attorney to transfer the said Warrant on the books of SurfNet, with full power
of substitution.

                                                By
--------------------------------------              -------------------------
                                                    Signature

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

Dated:
        -----------------------

In the presence of:

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


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<PAGE>

                                SUBSCRIPTION FORM

                  (To be Executed by the Registered Holder to
                  Exercise the Rights to Purchase Stock
                  evidenced by the foregoing Warrant)

TO: SURFNET MEDIA GROUP, INC.

      The undersigned hereby exercises the right to purchase _______ shares of
Common Stock covered by the attached Warrant in accordance with the terms and
conditions thereof, and herewith makes payment of this Warrant Price of such
shares in full.

      The undersigned represents and warrants to you that the undersigned is
acquiring such shares for the undersigned's own account with the intent of
holding such shares for investment and without the intent of participating
directly or indirectly in a distribution of such shares.

                                                By
                                                    -------------------------
                                                    Signature


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

Dated:                   .
       -----------------


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