Unassociated Document


    SUBSCRIPTION
      AGREEMENT

    


    
      	
              To:
                

            	
              Surfect
                Holdings, Inc.

            


    

    1800
      West
      Broadway Road

    Tempe,
      Arizona 85282

    Fax:
      (480) 968-6083

    Attn:      
      Anthony
      Maffia,

    Chief
      Financial Officer

    


    This
      Subscription Agreement (this “Agreement”)
      is
      being delivered to the purchaser identified on the signature page to this
      Agreement (the “Subscriber”)
      in
      connection with its investment in Surfect Holdings, Inc., a Delaware corporation
      (the “Company”).
      The
      Company is conducting a private placement (the “Offering”)
      of up
      to 150 Units at a purchase price of $20,000 per Unit for a maximum aggregate
      purchase price of $3,000,000. Each Unit consists of 500,000 shares of its common
      stock, $0.0001 par value per share (the “Shares”),
      at a
      purchase price of $0.04 per Share ( “Purchase
      Price”)
      and
      (i) a five-year warrant to purchase an aggregate of 250,000 Shares at
      $0.06 per share and (ii) a five-year warrant to purchase an aggregate of
      250,000 Shares at $0.12 per share (collectively, the “Warrants”).
      As
      used herein, the term “Units” means such Units, and all Shares and Warrants
      underlying the Units. 

     

    1. SUBSCRIPTION
      AND PURCHASE PRICE

     

    (a) Subscription.
      The
      Subscriber hereby subscribes for and agrees to purchase the number of Shares
      indicated on page 7 hereof on the terms and conditions described herein.


     

    (b) Purchase
      of Shares.
      The
      Subscriber understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Units shall be set at $20,000 per Unit,
      for
      an aggregate purchase price as set forth on page 8 hereof (the “Aggregate
      Purchase Price”).
      The
      Subscriber’s delivery of this Agreement to the Company shall be accompanied by
      payment for the Shares subscribed for hereunder, payable in United States
      dollars, by wire transfer of immediately available funds delivered
      contemporaneously with the Subscriber’s delivery of this Agreement to the
      Company in accordance with the instructions provided on Exhibit
      A.
      The
      Subscriber understands and agrees that, subject to applicable laws, by executing
      this Agreement, it is entering into a binding agreement. The Shares purchased
      by
      the Subscriber will be delivered by the Company as soon as practicable following
      the date hereof. Notwithstanding anything to the contrary contained herein,
      in
      the event the funds delivered by a Subscriber are not evenly divisible by the
      Aggregate Purchase Price, to the extent the Company accepts such subscription,
      the Company may round down to the nearest whole number the number of Shares
      to
      be sold to such Subscriber and the Company shall be entitled to retain any
      additional funds remaining due to such rounding.

     

    2. INVESTOR’S
      REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    The
      Subscriber hereby acknowledges, agrees with and represents and warrants to
      the
      Company and its affiliates, as follows:

     

    (a) The
      Subscriber has full power and authority to enter into this Agreement, the
      execution and delivery of which has been duly authorized, if applicable, and
      this Agreement constitutes a valid and legally binding obligation of the
      Subscriber.

     

    (b) The
      Subscriber acknowledges its understanding that the Offering and sale of the
      Units is intended to be exempt from registration under the Securities Act of
      1933, as amended (the “Securities
      Act”),
      by
      virtue of Section 4(2) of the Securities Act and the provisions of Regulation
      D
      promulgated thereunder (“Regulation
      D”).
      In
      furtherance thereof, the Subscriber represents and warrants to the Company
      and
      its affiliates as follows:

     

    (i) The
      Subscriber realizes that the basis for the exemption from registration may
      not
      be available if, notwithstanding the Subscriber’s representations contained
      herein, the Subscriber is merely acquiring the Units for a fixed or determinable
      period in the future, or for a market rise, or for sale if the market does
      not
      rise. The Subscriber does not have any such intention.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii) The
      Subscriber realizes that the basis for exemption would not be available if
      the
      Offering is part of a plan or scheme to evade registration provisions of the
      Securities Act or any applicable state or federal securities laws.

     

    (iii) The
      Subscriber is acquiring the Units solely for the Subscriber’s own beneficial
      account, for investment purposes, and not with view towards, or resale in
      connection with, any distribution of the Units.

     

    (iv) The
      Subscriber has the financial ability to bear the economic risk of the
      Subscriber’s investment, has adequate means for providing for its current needs
      and contingencies, and has no need for liquidity with respect to an investment
      in the Company.

     

    (v) The
      Subscriber and the Subscriber’s attorney, accountant, purchaser representative
      and/or tax advisor, if any (collectively, the “Advisors”)
      has
      such knowledge and experience in financial and business matters as to be capable
      of evaluating the merits and risks of a prospective investment in the Units.
      If
      other than an individual, the Subscriber also represents it has not been
      organized solely for the purpose of acquiring the Units.

     

    (vi) The
      Subscriber (together with its Advisors, if any) has received all documents
      requested by the Subscriber, if any, has carefully reviewed them and understands
      the information contained therein, prior to the execution of this
      Agreement.

     

    (c) The
      Subscriber is not relying on the Company or any of its employees, agents,
      sub-agents or advisors with respect to economic considerations involved in
      this
      investment. The Subscriber has relied on the advice of, or has consulted with,
      only its Advisors. Each Advisor, if any, is capable of evaluating the merits
      and
      risks of an investment in the Units, and each Advisor, if any, has disclosed
      to
      the Subscriber in writing (a copy of which is annexed to this Agreement) the
      specific details of any and all past, present or future relationships, actual
      or
      contemplated, between the Advisor and the Company or any affiliate or sub-agent
      thereof.

     

    (d) The
      Subscriber has carefully considered the potential risks relating to the Company
      and a purchase of the Units, and fully understands that the Units are a
      speculative investment that involve a high degree of risk of loss of the
      Subscriber’s entire investment. Among other things, the Subscriber has carefully
      considered each of the risks described under the heading “Risk Factors” in the
      Company’s SEC Filings (as defined in Section 4(d) below), which risk factors are
      incorporated herein by reference.

     

    (e) The
      Subscriber represents, warrants and agrees that it will not sell or otherwise
      transfer the Units without registration under the Securities Act or an exemption
      therefrom, and fully understands and agrees that the Subscriber must bear the
      economic risk of its purchase because, among other reasons, the Units have
      not
      been registered under the Securities Act or under the securities laws of any
      state and, therefore, cannot be resold, pledged, assigned or otherwise disposed
      of unless they are subsequently registered under the Securities Act and under
      the applicable securities laws of such states, or an exemption from such
      registration is available. In particular, the Subscriber is aware that the
      Units
      are “restricted securities,” as such term is defined in Rule 144 promulgated
      under the Securities Act (“Rule
      144”),
      and
      they may not be sold pursuant to Rule 144 unless all of the conditions of Rule
      144 are met. The Subscriber also understands that the Company is under no
      obligation to register the Units on behalf of the Subscriber or to assist the
      Subscriber in complying with any exemption from registration under the
      Securities Act or applicable state securities laws. The Subscriber understands
      that any sales or transfers of the Units are further restricted by state
      securities laws and the provisions of this Agreement.

     

    (f) No
      oral
      or written representations or warranties have been made to the Subscriber by
      the
      Company or any of its officers, employees, agents, sub-agents, affiliates,
      advisors or subsidiaries, other than any representations of the Company
      contained herein, and in subscribing for the Units, the Subscriber is not
      relying upon any representations other than those contained herein.

     

    (g) The
      Subscriber’s overall commitment to investments that are not readily marketable
      is not disproportionate to the Subscriber’s net worth, and an investment in the
      Units will not cause such overall commitment to become
      excessive.


    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    


    (h) The
      Subscriber understands and agrees that the certificates for the Shares shall
      bear substantially the following legend until (i) such Shares shall have been
      registered under the Securities Act and effectively disposed of in accordance
      with a registration statement that has been declared effective or (ii) in the
      opinion of counsel for the Company, such Shares may be sold without registration
      under the Securities Act, as well as any applicable “blue sky” or state
      securities laws:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
      STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
      REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE
      SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT THERE
      IS
      AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT.
      ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE
      SECURITIES LAWS.

     

    (i) Neither
      the U.S. Securities and Exchange Commission (the “SEC”)
      nor
      any state securities commission has approved the Units or passed upon or
      endorsed the merits of the Offering. There is no government or other insurance
      covering any of the Units.

     

    (j) The
      Subscriber and its Advisors, if any, have had a reasonable opportunity to ask
      questions of and receive answers from a person or persons acting on behalf
      of
      the Company concerning the Offering and the business, financial condition,
      results of operations and prospects of the Company, and all such questions
      have
      been answered to the full satisfaction of the Subscriber and its Advisors,
      if
      any.

     

    (k) The
      Subscriber is unaware of, is in no way relying on, and did not become aware
      of
      the Offering through or as a result of, any form of general solicitation or
      general advertising including, without limitation, any article, notice,
      advertisement or other communication published in any newspaper, magazine or
      similar media or broadcast over television or radio, or electronic mail over
      the
      Internet, in connection with the Offering and is not subscribing for Units
      and
      did not become aware of the Offering through or as a result of any seminar
      or
      meeting to which the Subscriber was invited by, or any solicitation of a
      subscription by, a person not previously known to the Subscriber in connection
      with investments in securities generally.

     

    (l) The
      Subscriber has taken no action that would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this Agreement
      or the transactions contemplated hereby.

     

    (m) The
      Subscriber is not relying on the Company or any of its employees, agents, or
      advisors with respect to the legal, tax, economic and related considerations
      of
      an investment in the Units, and the Subscriber has relied on the advice of,
      or
      has consulted with, only its own Advisors.

     

    (n) The
      Subscriber acknowledges that any estimates or forward-looking statements or
      projections furnished by the Company to the Subscriber, were prepared by
      management of the Company in good faith, but that the attainment of any such
      projections, estimates or forward-looking statements cannot be guaranteed by
      the
      Company or its management and should not be relied upon.

     

    (o) No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Subscriber or its Advisors, if any, in connection with the
      Offering that are in any way inconsistent with the information contained
      herein.

     

    (p) (For
      ERISA plans only) The fiduciary of the ERISA plan (the “Plan”)
      represents that such fiduciary has been informed of and understands the
      Company’s investment objectives, policies and strategies, and that the decision
      to invest “plan assets” (as such term is defined in ERISA) in the Company is
      consistent with the provisions of ERISA that require diversification of plan
      assets and impose other fiduciary responsibilities. The Subscriber or Plan
      fiduciary (i) is responsible for the decision to invest in the Company; (ii)
      is
      independent of the Company and any of its affiliates; (iii) is qualified to
      make
      such investment decision; and (iv) in making such decision, the Subscriber
      or
      Plan fiduciary has not relied primarily on any advice or recommendation of
      the
      Company or any of its affiliates.


    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    


    (q) The
      Subscriber will indemnify and hold harmless the Company and its directors,
      officers, employees, agents, advisors, affiliates and shareholders, and each
      other person, if any, who controls any of the foregoing, from and against any
      and all loss, liability, claim, damage and expense whatsoever (including, but
      not limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or threatened)
      (a
“Loss”)
      arising out of or based upon any representation or warranty of the Subscriber
      contained herein or in any document furnished by the Subscriber to the Company
      in connection herewith being untrue in any material respect or any breach or
      failure by the Subscriber to comply with any covenant or agreement made by
      the
      Subscriber herein or therein; provided,
      however,
      that
      the Subscriber shall not be liable for any Loss that
      in
      the aggregate exceeds the Aggregate Purchase Price tendered
      hereunder.

     

    (r) The
      Subscriber is, and on each date on which the Subscriber continues to own
      restricted securities from the Offering will be, an “Accredited Investor” as
      defined in Rule 501(a) under the Securities Act. In general, an “Accredited
      Investor” is deemed to be an institution with assets in excess of $5,000,000 or
      individuals with net worth in excess of $1,000,000 or annual income exceeding
      $200,000 or $300,000 jointly with his or her spouse.

     

    (s) The
      Subscriber, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the Offering, and has so
      evaluated the merits and risks of such investment. The Subscriber has not
      authorized any person or entity to act as its Purchaser Representative (as
      that
      term is defined in Regulation D of the General Rules and Regulations under
      the
      Securities Act) in connection with the Offering. The Subscriber is able to
      bear
      the economic risk of an investment in the Units and, at the present time, is
      able to afford a complete loss of such investment.

     

    (t) The
      Subscriber has reviewed, or had an opportunity to review, all of the SEC
      Filings.

     

    4. THE
      COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    The
      Company hereby acknowledges, agrees with and represents, warrants and covenants
      to the Subscriber, as follows:

     

    (a) The
      Company has the corporate power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder. This Agreement has been
      duly
      authorized, executed and delivered by the Company and is valid, binding and
      enforceable against the Company in accordance with its terms.

     

    (b) The
      Units
      to be issued to the Subscriber pursuant to this Agreement, when issued and
      delivered in accordance with the terms of this Agreement, will be duly and
      validly issued and will be fully paid and non-assessable.

     

    (c) Neither
      the execution and delivery nor the performance of this Agreement by the Company
      will conflict with the Company’s organizational materials, as amended to date,
      or result in a breach of any terms or provisions of, or constitute a default
      under, any material contract, agreement or instrument to which the Company
      is a
      party or by which the Company is bound.

     

    (d) The
      Company is subject to, and in full compliance with, the reporting requirements
      of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”).
      The
      Company has made available to the Subscriber through the EDGAR system a true
      and
      complete copy of (i) the Company’s Annual Report on Form 10-KSB for the fiscal
      year ended December 31, 2006, (ii) the Company’s Quarterly Report on Form 10-QSB
      for the fiscal period ended March 31, 2007 and (iii) each of the Company’s
      Current Reports on Form 8-K filed since January 1, 2007 (collectively, the
      “SEC
      Filings”),
      and
      all such SEC Filings are incorporated herein by reference. The SEC Filings,
      when
      they were filed with the SEC (or, if any amendment with respect to any such
      document was filed, when such amendment was filed), complied in all material
      respects with the applicable requirements of the Exchange Act and the rules
      and
      regulations thereunder and did not, as of such date, contain an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading. All reports and
      statements required to be filed by the Company under the Securities Act and
      the
      Exchange Act have been filed, together with all exhibits required to be filed
      therewith. The Company and each of its direct and indirect subsidiaries, if
      any
      (collectively, the “Subsidiaries”),
      are
      engaged in all material respects only in the business described in the SEC
      Filings, and the SEC Filings contain a complete and accurate description in
      all
      material respects of the business of the Company and the
      Subsidiaries.


    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    


    (e) Any
      information furnished by the Company in connection with the Offering is true
      and
      correct in all material respects as of its date.

     

    (f) The
      Company acknowledges and agrees that the Subscriber is acting solely in the
      capacity of an arm’s length purchaser with respect to the Units and the
      transactions contemplated hereby. The Company further acknowledges that the
      Subscriber is not acting as a financial advisor or fiduciary of the Company
      (or
      in any similar capacity) with respect to this Agreement and the transactions
      contemplated hereby and any advice given by any Subscriber or any of their
      respective representatives or agents in connection with this Agreement and
      the
      transactions contemplated hereby is merely incidental to the Subscriber’s
      purchase of the Units. The Company further represents to the Subscriber that
      the
      Company’s decision to enter into this Agreement has been based solely on the
      independent evaluation of the transactions contemplated hereby by the Company
      and its representatives.

     

    (g) The
      Company will indemnify and hold harmless the Subscriber and, where applicable,
      its directors, officers, employees, agents, advisors and shareholders, from
      and
      against any and all loss, liability, claim, damage and expense whatsoever
      (including, but not limited to, any and all fees, costs and expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the
      Company contained herein or in any document furnished by the Company to the
      Subscriber in connection herewith being untrue in any material respect or any
      breach or failure by the Company to comply with any covenant or agreement made
      by the Company to the Subscriber in connection therewith.

     

    5. USE
      OF PROCEEDS

     

    The
      Company shall use the net proceeds from the Offering for general working capital
      purposes.

    


    [SECTION
      6 IS INTENTIONALLY DELETED]

     

    7. NOTICES
      TO SUBSCRIBERS

     

    (a) THE
      UNITS
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF
      ANY
      STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE UNITS HAVE
      NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION
      OR
      OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
      UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF
      ANY
      INFORMATION FURNISHED IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION
      TO
      THE CONTRARY IS UNLAWFUL.

     

    (b) THE
      UNITS
      ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
      TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.

     

    
      	
              8.

            	
              MISCELLANEOUS
                PROVISIONS

            


    

     

    (a) Counsel.
      All
      parties hereto have been represented by counsel, and no inference shall be
      drawn
      in favor of or against any party by virtue of the fact that such party’s counsel
      was or was not the principal draftsman of this Agreement. The Company and the
      Subscriber each have requested that attorneys at Haynes and Boone, LLP
      (“Counsel”)
      assist
      in documenting the terms of the agreement of the parties contained in this
      Agreement and related agreements. The parties acknowledge that Counsel may
      have
      previously represented the Subscriber and currently is counsel to Company in
      connection with this Agreement and related matters, and may continue to
      represent each of the parties in the future. Each of the parties has been
      provided the opportunity to be represented by counsel of its choice and has
      been
      encouraged by Counsel to seek separate representation to the extent that it
      deems such desirable, but the absence of such shall not be asserted as a basis
      for the enforceability or interpretation of any of the terms or provisions
      of
      this Agreement, or as a reason to seek disqualification of Counsel in any
      controversy or proceeding.


    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    


    (b) Legal
      Fees.
      Each of
      the parties hereto shall be responsible to pay the costs and expenses of their
      own legal counsel in connection with the preparation and review of this
      Agreement and related documentation.

     

    (c) Modification.
      Neither
      this Agreement, nor any provisions hereof, shall be waived, modified, discharged
      or terminated except by an instrument in writing signed by the party against
      whom any waiver, modification, discharge or termination is sought.

     

    (d) Survival.
      The
      representations, warranties and agreements of the Subscriber and the Company
      made in this Agreement shall survive the execution and delivery of this
      Agreement and the delivery of the Shares.

     

    (e) Notices.
      Any
      party may send any notice, request, demand, claim or other communication
      hereunder to the Subscriber at the address set forth on the signature page
      of
      this Agreement or to the Company at the address set forth above using any means
      (including personal delivery, expedited courier, messenger service, fax,
      ordinary mail or electronic mail), but no such notice, request, demand, claim
      or
      other communication will be deemed to have been duly given unless and until
      it
      actually is received by the intended recipient. Any party may change the address
      to which notices, requests, demands, claims and other communications hereunder
      are to be delivered by giving the other parties written notice in the manner
      herein set forth.

     

    (f) Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon, and inure
      to
      the benefit of, the parties to this Agreement and their heirs, executors,
      administrators, successors, legal representatives and assigns. If the Subscriber
      is more than one person or entity, the obligation of the Subscriber shall be
      joint and several and the agreements, representations, warranties and
      acknowledgments contained herein shall be deemed to be made by, and be binding
      upon, each such person or entity and his or its heirs, executors,
      administrators, successors, legal representatives and assigns. This Agreement
      sets forth the entire agreement and understanding between the parties as to
      the
      subject matter thereof and merges and supersedes all prior discussions,
      agreements and understandings of any and every nature among them.

     

    (g) Assignability.
      This
      Agreement is not transferable or assignable by the Subscriber.

     

    (h) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to conflicts of law
      principles.

     

    (i) Jurisdiction
      and Venue.
      The
      Company and the Subscriber hereby agree that any dispute which may arise between
      them arising out of or in connection with this Agreement shall be adjudicated
      before a court located in New York City, New York, and they hereby submit to
      the
      exclusive jurisdiction of the federal and state courts of the State of New
      York
      located in New York City with respect to any action or legal proceeding
      commenced by any party, and irrevocably waive any objection they now or
      hereafter may have respecting the venue of any such action or proceeding brought
      in such a court or respecting the fact that such court is an inconvenient forum,
      relating to or arising out of this Agreement or any acts or omissions relating
      to the sale of the securities hereunder, and consent to the service of process
      in any such action or legal proceeding by means of registered or certified
      mail,
      return receipt requested, postage prepaid, in care of the address set forth
      herein or such other address as either party shall furnish in writing to the
      other.

     

    (j) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    


    ALL
      SUBSCRIBERS MUST COMPLETE THIS PAGE

     

    IN
      WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day
      of
      ____________ 200_.

    


    
      	
              ________________________

            	
              x   
                $20,000 for each Unit

            	
              =
                $_____________________.

            
	
              Number of Units subscribed for

            	
                       
                Purchase Price

            	
                  
                Aggregate Purchase Price

            


    

    


    Manner
      in
      which Title is to be held (Please Check One):

     

    
      	
              1.

            	
              —

            	
              Individual

            	
              7.

            	
              
                —

              

            	
              Trust/Estate/Pension
                or Profit sharing Plan

              Date
                Opened:______________

            
	 	 	 	 	 	 
	
              2.

            	
              
                —

              

            	
              Joint
                Tenants with Right of Survivorship

            	
              8.

            	
              
                —

              

            	
              As
                a Custodian for

              ________________________________

              Under
                the Uniform Gift to Minors Act of the State of

              ________________________________

            
	 	 	 	 	 	 
	
              3.

            	
              
                —

              

            	
              Community
                Property

            	
              9.

            	
              
                —

              

            	
              Married
                with Separate Property

            
	
               

              4.

            	
               

              
                —

              

            	
               

              Tenants
                in Common

            	
               

              10.

            	
               

              
                —

              

            	
               

              Keogh

            
	
               

              5.

            	
               

              
                —

              

            	
               

              Corporation/Partnership/
                Limited Liability 

              Company

            	
               

              11.

            	
               

              
                —

              

            	
               

              Tenants
                by the Entirety

               

            
	 	 	 	 	 	 
	
              6.

            	
              
                —

              

            	
              IRA

            	 	 	 


    


    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    


    IF
      MORE
      THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

    INDIVIDUAL
      SUBSCRIBERS MUST COMPLETE THIS PAGE 8.

    SUBSCRIBERS
      WHICH ARE ENTITIES MUST COMPLETE PAGE 9.

     

    EXECUTION
      BY NATURAL PERSONS

     

    
      	
              _____________________________________________________________________________

              Exact
                Name in Which Title is to be Held

            
	 	 	 
	 	 	 
	
              Name
                (Please Print)

            	 	
              Name
                of Additional Purchaser

            
	 	 	 
	 	 	 
	
              Residence:
                Number and Street

            	 	
              Address
                of Additional Purchaser

            
	 	 	 
	 	 	 
	
              City,
                State and Zip Code

            	 	
              City,
                State and Zip Code

            
	 	 	 
	 	 	 
	
              Social
                Security Number

            	 	
              Social
                Security Number

            
	 	 	 
	 	 	 
	
              Telephone
                Number

            	 	
              Telephone
                Number

            
	 	 	 
	 	 	 
	
              Fax
                Number (if available)

            	 	
              Fax
                Number (if available)

            
	 	 	 
	 	 	 
	
              E-Mail
                (if available)

            	 	
              E-Mail
                (if available)

            
	 	 	 
	 	 	 
	
              (Signature)

            	 	
              (Signature
                of Additional Purchaser)

            
	 	 	 
	
              ACCEPTED
                this ___ day of _________ 200_, on behalf of the
                Company.

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    


    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    


    EXECUTION
      BY SUBSCRIBER WHICH IS AN ENTITY

    (Corporation,
      Partnership, LLC, Trust, Etc.)

    


    
      	
              _____________________________________________________________________________

              Name
                of Entity (Please Print)

            
	
              Date
                of Incorporation or Organization:

               

            
	
              State
                of Principal Office:

               

            
	
              Federal
                Taxpayer Identification Number:

               

              ____________________________________________

              Office
                Address

               

              ____________________________________________

              City,
                State and Zip Code

               

              ____________________________________________

              Telephone
                Number

               

              ____________________________________________

              Fax
                Number (if available)

               

              ____________________________________________

              E-Mail
                (if available)

            
	 	
              By:
                _________________________________

                    
                Name:

                    
                Title:

            
	
              [seal]

               

              Attest:
                _________________________________

              (If
                Entity is a Corporation)

               

            	
               

               

              _________________________________

               

              _________________________________

              Address

            
	 	 
	
              ACCEPTED
                this ____ day of __________ 200_, on behalf of the
                Company.

            
	 	
               

              By:
                _________________________________

                    
                Name:

                    
                Title:

            


    


    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    INVESTOR
      QUESTIONNAIRE

     

    Instructions:
      Check all boxes below which correctly describe you.

     

    
      	o	
              You
                are (i)
                a
                bank, as defined in Section 3(a)(2) of the Securities Act of 1933,
                as
                amended (the “Securities
                Act”),
                (ii)
                a
                savings and loan association or other institution, as defined in
                Section
                3(a)(5)(A) of the Securities Act, whether acting in an individual
                or
                fiduciary capacity, (iii)
                a
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934, as amended (the “Exchange
                Act”),
                (iv)
                an insurance company as defined in Section 2(13) of the Securities
                Act,
                (v)
                an investment company registered under the Investment Company Act
                of 1940,
                as amended (the “Investment
                Company Act”),
                (vi)
                a
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act, (vii)
                a
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301 (c) or (d) of the Small Business
                Investment Act of 1958, as amended, (viii)
                a
                plan established and maintained by a state, its political subdivisions,
                or
                an agency or instrumentality of a state or its political subdivisions,
                for
                the benefit of its employees and you have total assets in excess
                of
                $5,000,000, or (ix)
                an employee benefit plan within the meaning of the Employee Retirement
                Income Security Act of 1974, as amended (“ERISA”)
                and (1)
                the decision that you shall subscribe for and purchase Units, is
                made by a
                plan fiduciary, as defined in Section 3(21) of ERISA, which is either
                a
                bank, savings and loan association, insurance company, or registered
                investment adviser, or (2) you have total assets in excess of $5,000,000
                and the decision that you shall subscribe for and purchase the Units
                is
                made solely by persons or entities that are accredited investors,
                as
                defined in Rule 501 of Regulation D promulgated under the Securities
                Act
                (“Regulation
                D”)
                or (3)
                you are a self-directed plan and the decision that you shall subscribe
                for
                and purchase the Units is made solely by persons or entities that
                are
                accredited investors.

            


    

     

    
      	o	
              You
                are a private business development company as defined in Section
                202(a)(22) of the Investment Advisers Act of 1940, as
                amended.

            


    

     

    
      	o	
              You
                are an organization described in Section 501(c)(3) of the Internal
                Revenue
                Code of 1986, as amended (the “Code”),
                a corporation, Massachusetts or similar business trust or a partnership,
                in each case not formed for the specific purpose of making an investment
                in the Units and with total assets in excess of
                $5,000,000.

            


    

     

    
      	o	
              You
                are a director or executive officer of Surfect Holdings,
                Inc.

            


    

     

    
      	o	
              You
                are a natural person whose individual net worth, or joint net worth
                with
                your spouse, exceeds $1,000,000 at the time of your subscription
                for and
                purchase of the Units.

            


    

     

    
      	o	
              You
                are a natural person who had an individual income in excess of $200,000
                in
                each of the two most recent years or joint income with your spouse
                in
                excess of $300,000 in each of the two most recent years, and who
                has a
                reasonable expectation of reaching the same income level in the current
                year.

            


    

     

    
      	o	
              You
                are a trust, with total assets in excess of $5,000,000, not formed
                for the
                specific purpose of acquiring the Units, whose subscription for and
                purchase of the Units is directed by a sophisticated person as described
                in Rule 506(b)(2)(ii) of Regulation
                D.

            


    

     

    
      	o	
              You
                are an entity in which all of the equity owners are persons or entities
                described in one of the preceding
                paragraphs.

            


    

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    


    Check
      all boxes below which correctly describe you.

     

    With
      respect to this investment in Units of the Company, your:

     

    Investment
      Objectives:   x
      Aggressive
      Growth    x
      Speculation

     

    Risk
      Tolerance:                
o Low
      Risk    o
      Moderate
      Risk    x
      High
      Risk

     

    Are
      you
      associated with a NASD Member Firm?   o
Yes   o
No

     

    Your
      initials (purchaser and co-purchaser, if applicable) are required for each
      item
      below:

     

    ____  
      ____   I/We
      understand that this investment is not guaranteed.

     

    ____  
      ____   I/We
      are
      aware that this investment is not liquid.

     

    ____  
      ____   I/We
      are
      sophisticated in financial and business affairs and are able
      to
      evaluate the risks and merits of an investment in this offering.

     

    ____  
      ____   I/We
      confirm that this investment is considered “high risk.” (This type of investment
      is considered high risk due to the inherent risks including lack of liquidity
      and lack of diversification.  Success or failure
      of private placements such as this is dependent on the corporate issuer
      of these
      securities and is outside the control of the investors. While potential loss
      is
      limited to the amount invested, such
      loss
      is possible.)

     

    The
      Subscriber hereby represents and warrants that all of its answers to this
      Investor Questionnaire are true as of the date of its execution of the
      Subscription Agreement pursuant to which it purchased Units of the
      Company.

     

    
      	
               

              ___________________________________

              Name
                of Purchaser [please print]

               

              ___________________________________

              Signature
                of Purchaser (Entities please

              provide
                signature of Purchaser’s duly

              authorized
                signatory.)

               

              ___________________________________

              Name
                of Signatory (Entities only)

               

              ___________________________________

              Title
                of Signatory (Entities only)

            	
               

              ___________________________________

              Name
                of Co-Purchaser [please print]

               

              ___________________________________

              Signature
                of Co-Purchaser

            


    


    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    


    VERIFICATION
      OF INVESTMENT ADVISOR/BROKER

     

    I
      state
      that I am familiar with the financial affairs and investment objectives of
      the
      investor named above and reasonably believe that a purchase of the securities
      is
      a suitable investment for this investor and that the investor, either
      individually or together with his or her purchaser representative, understands
      the terms of and is able to evaluate the merits of this offering. I
      acknowledge:

     

    
      	 	
              (a)

            	
              that
                I have reviewed the Subscription Agreement and forms of securities
                presented to me, and attachments (if any)
                thereto;

            


    

     

    
      	 	
              (b)

            	
              that
                the Subscription Agreement and attachments thereto have been fully
                completed and executed by the appropriate party;
                and

            


    

     

    
      	 	
              (c)

            	
              that
                the subscription will be deemed received by the Company upon acceptance
                of
                the Subscription Agreement.

            


    

     

    Deposit
      securities from this offering directly to purchaser’s account?  o Yes 
       o No

     

    If
“Yes,”
      please indicate the account
      number:_____________________________________

     

    

      
        	
                _____________________________________

              	 	
                ____________________________________

              
	
                Broker/Dealer

              	 	
                Account
                  Executive

              
	 	 	 
	
                _____________________________________

              	 	
                ____________________________________

              
	
                (Name
                  of Broker/Dealer)

              	 	
                (Signature)

              
	 	 	 
	
                _____________________________________

              	 	
                ____________________________________

              
	
                (Street
                  Address of Broker/Dealer Office)

              	 	
                (Print
                  Name)

              
	 	 	 
	
                _____________________________________

              	 	
                ____________________________________

              
	
                (City
                  of Broker/Dealer Office) (State) (Zip)

              	 	
                (Representative
                  I.D. Number)

              
	 	 	 
	
                _____________________________________

              	 	
                ____________________________________

              
	
                (Telephone
                  Number of Broker/Dealer Office)

              	 	
                (Date)

              
	 	 	 
	
                _____________________________________
                  

              	 	
                ____________________________________

              
	
                (Fax
                  Number of Broker/Dealer Office)

              	 	
                (E-mail
                  Address of Account Executive)

              


      

    

     

    
      
        
        

      

      
        -
          12
          -