SEPARATION
      AND RELEASE AGREEMENT

    


    


    THIS
      SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of the
      7th
      day of
      January, 2008, by and between, Mark W. Eichhorn (“Employee”) and SURFECT
      TECHNOLOGIES, INC. (the “Company”).

    


    WHEREAS,
      Employee
      resigned from his employment with the Company on January 7, 2008 and the
      Employee’s employment with the Company ceased on such date.

    


    WHEREAS,
      this
      Agreement governs the terms of Employee’s separation from the
      Company.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and intending to be legally bound, the parties hereby
      agree
      as follows:

    


    1. Resignation
      Date.
      Employee acknowledges that his last day of employment with the Company was
      January 7, 2008 (the “Resignation Date”). The Employee understands and agrees
      that, as of the Resignation Date, he was no longer authorized to incur any
      expenses, obligations, or liabilities on behalf of the Company and he has
      previously submitted for reimbursement any outstanding expenses incurred for
      which he seeks reimbursement. Within 10 business days of the execution of this
      Agreement by the Employee and the Company (but in no event later than January
      31, 2008), the Company will pay Employee for any earned but unused vacation
      days
      (which amounts to $5,769.23). Employee understands and acknowledges that he
      shall be fully responsible for payment of any and all applicable taxes as may
      be
      associated with payment for his earned but unused vacation days, including,
      without limitation, Federal, state and local taxes, and that the Company shall
      bear no responsibility for any withholdings or payment of taxes related to
      such
      payment. The Employee further understands and agrees that, as of the Resignation
      Date, he was and is no longer authorized to conduct any business on behalf
      of
      the Company or to hold himself out as an officer, employee, agent or
      representative of the Company. 

    


    2. Severance.
      As
      severance, Employee shall be receiving the following payments and/or
      benefits:

    


    (i) Payment
      of Employee’s base salary (at the 2007 rate) for the period January 1, 2008
      through January 31, 2008 (amounting to a total payment of $12,500), which
      payment shall be made no later than January 31, 2008. Any and all payments
      shall
      be made in gross amounts, by check to the Employee’s current address. Employee
      understands and acknowledges that he shall be fully responsible for payment
      of
      any and all applicable taxes as may be associated with such payments, including,
      without limitation, Federal, state and local taxes, and that the Company shall
      bear no responsibility for any withholdings or payment of taxes related to
      such
      payments; 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (ii) the
      Company will pay Employee’s insurance premiums through the earlier of January
      31, 2008 or
      the
      Employee securing other employment. Employee will be required to notify the
      Company, in writing, of any form of employment he obtains within five (5)
      business days of securing such employment; 

    


    (iii) subject
      to approval by the Company’s Board of Directors, the Company will grant Employee
      shares of common stock of Surfect Holdings Inc. which has a value equivalent
      to
      $13,500 at the time of grant; and 

    


    (iv) within
      10
      business days of receipt of the entirety of amounts due to the Company in
      connection with orders currently placed with IMI and CV Inc., Employee will
      receive commission payments of $15,900 (related to the IMI order) and $9,000
      (related to the CV Inc. order). 

    


    Employee
      acknowledges and agrees that the payments and benefits provided to him, as
      set
      forth within this paragraph, exceed any and all payments and/or benefits that
      would otherwise be due to the Employee as severance and unpaid salary and
      benefits, and that Employee is not entitled to any other payments, salary,
      commissions, compensation or benefits from the Company aside from what is set
      forth within this paragraph, with the exception of payment for any accrued
      but
      unused vacation days for which the Company will provide payment to the Employee
      as set forth in Section 1 above.

    


    3. Release.
      In
      exchange for the consideration provided for in this Agreement, Employee
      irrevocably and unconditionally releases the Company, its predecessors, parents,
      subsidiaries, affiliates, and past, present and future officers, directors,
      agents, consultants, employees, representatives, and insurers, as applicable,
      together with all successors and assigns of any of the foregoing (collectively,
      the “Releasees”), of and from all claims, demands, actions, causes of action,
      rights of action, contracts, controversies, covenants, obligations, agreements,
      damages, penalties, interest, fees, expenses, costs, remedies, reckonings,
      extents, responsibilities, liabilities, suits, and proceedings of whatsoever
      kind, nature, or description, direct or indirect, vested or contingent, known
      or
      unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise,
      under the laws of any jurisdiction, that the Employee or his predecessors,
      legal
      representatives, successors or assigns, ever had, now has, or hereafter can,
      shall, or may have, against the Releasees, as set forth above, jointly or
      severally, for, upon, or by reason of any matter, cause, or thing whatsoever
      from the beginning of the world through, and including, the date of this
      Agreement (“Claims”).

    


    Such
      release includes, but is not limited to, the violation of any express or implied
      contract; any federal, state or local laws, restricting an employer’s right to
      terminate employees, or otherwise regulating employment; workers compensation,
      wage and hour, or other employee relations statutes, executive orders,
      ordinance, or regulations, including any rights or claims under Title VII of
      the
      Civil Rights Act of 1964, as amended the Civil Rights Act of 1991, the Americans
      with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and
      Medical Leave Act of 1993, the Civil Rights Act of 1866, the Employee Retirement
      Income Security Act of 1974, the Age Discrimination in Employment Act of 1967,
      the Fair Labor Standards Act, the WARN Act, or any state or local laws covering
      the same subject matter; tort (including, without limitation, negligent conduct,
      invasion of privacy and defamation); any federal, state, or local laws providing
      recourse for retaliation, wrongful discharge, dismissal or other obligations
      arising out of public policy, physical or personal injury, fraud, negligent
      misrepresentations, and similar or related claims. The laws referred to in
      this
      section include statutes, regulations, other administrative guidance, and common
      law doctrines. Any and all claims and/or disputes arising out of or relating
      to
      any of the foregoing shall be, and are, finally compromised, released and
      settled.

    


    
      
        
        

      

      
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    Notwithstanding
      the foregoing, this release does not include Employee’s right to enforce the
      terms of this Agreement. Employee understands that this Agreement releases
      claims that he may not know about. This is Employee’s knowing and voluntary
      intent, even though Employee recognizes that someday he might learn that some
      or
      all of the facts that he currently believes to be true are untrue and even
      though he might then regret having signed this Agreement.

    


    Except
      to
      enforce this Agreement, Employee agrees that he will not pursue, file or assert
      or permit to be pursued, filed or asserted any civil action, suit or legal
      proceeding seeking equitable or monetary relief (nor will he seek or in any
      way
      obtain or accept any such relief in any civil action, suit or legal proceeding)
      in connection with any matter concerning his employment relationship with the
      Company and/or the termination thereof with respect to all of the claims
      released herein arising from the beginning of the world up to and including
      the
      date of execution of this Agreement (whether known or unknown to him and
      including any continuing effects of any acts or practices prior to the date
      of
      execution of this Agreement). Except for the payments and benefits set forth
      herein, Employee acknowledges that he has been paid all wages and other amounts
      due to him and that he is not entitled to any other payments or benefits of
      any
      kind.

    


    If
      Employee should bring any action arising out of the subject matter covered
      by
      this Agreement, except to enforce this Agreement, he understands and recognizes
      that he will, at the option of the Company, be considered in breach of this
      Agreement and shall be required to immediately return any and all funds received
      pursuant to this Agreement. Furthermore, if the Company should prevail
      concerning any or all of the issues so presented, Employee shall pay to the
      Company all of the costs and expenses of defense, including attorney’s
      fees.

    


    4. Restrictions
      on Competition and Solicitation.
      For a
      period of six (6) months from the date of this Agreement, Employee agrees to
      not
      directly or indirectly: (a) solicit or encourage any employee, agent,
      independent contractor, supplier, customer, consultant or any other person
      or
      entity to terminate or otherwise alter or modify, in any respect, its
      relationship with the Company; and (b) own, manage, operate, invest in, control,
      be employed by, participate in, be a financial sponsor of, or be connected
      in
      any manner with the ownership, management, operation or control of any business
      that competes with the Company or which is engaged in activities substantially
      similar to those in which the Company engages or plans to engage. Employee
      understands that the market for the Company’s business is worldwide, so the
      restrictions in this paragraph are not limited in area.

    


    
      
        
        

      

      
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    5. Company
      Information and Property.
      Employee agrees to immediately return to the Company all Company property and
      information in his possession including, but not limited to, Company reports,
      customer lists, supplier lists, consultant lists, formulas, files, manuals,
      memoranda, computer equipment, access codes, discs, software, and any other
      Company business information or records, in any form in which they are
      maintained, including records or information regarding Company customers,
      suppliers and vendors, and Company products and product development, and agrees
      that he will not retain any copies, duplicates, reproductions, or excerpts
      thereof in any form. Employee further agrees that he will not, in any manner,
      make use of any Company property and information in any future dealings,
      business or otherwise, and acknowledges that any use of Company property and
      information in any future dealings, business or otherwise, would constitute
      a
      breach of this Agreement. Employee acknowledges that any breach of this section
      would cause irreparable injury to the Company for which there is no adequate
      remedy at law and in addition to any remedies that may be available to the
      Company in the event of a breach or threatened breach of this section by
      Employee, including monetary damages, the Company shall be entitled to obtain
      a
      temporary restraining order and/or a preliminary or permanent injunction which
      would prevent Employee from violating or attempting to violate the provisions
      of
      this section of the Agreement. In seeking such an order, any requirement to
      post
      a bond or other undertaking shall be waived. In any such action, the Company
      shall be entitled to an award of all reasonable costs and fees incurred in
      bringing such an action, including reasonable attorney’s fees.

    


    Employee
      further acknowledges that, except as may be expressly modified by the terms
      of
      this Agreement, the terms and conditions of the Employee Confidential
      Information and Inventions Agreement, by and between the Company and Employee,
      remain in full force and effect and remain binding on the Employee. (A copy
      of
      this agreement is annexed hereto.)

    


    6. Confidentiality.
      Employee agrees that he will not disclose, directly or indirectly, the
      underlying facts that led up to this Agreement or the terms or existence of
      this
      Agreement. Employee represents that he has not and will not, in any way,
      publicize the terms of this Agreement and agrees that its terms are confidential
      and will not be disclosed by him except that he may discuss the terms of this
      Agreement with his attorneys, financial advisors, accountants, and members
      of
      his immediate family, or as required by law. Employee understands and agrees
      that should he violate this provision of the Agreement, he will be responsible
      to the Company for liquidated damages in the amount of any and all funds payable
      pursuant to this Agreement and understands that such monetary relief shall
      not
      be a bar to the Company’s pursuit of injunctive relief.

    


    7. Non-disparagement.
      Employee represents and agrees that he shall refrain from making any written
      or
      oral statements to any person or entity with whom the Company or Employee has
      had or may have a business or social relationship which may reasonably be
      expected to impugn or degrade the character, integrity, or ethics of the
      Company, its affiliates, employees, officers, agents, representatives or
      clients, or which may reasonably be expected to damage the business, image
      or
      reputation of the Company, its affiliates, employees, officers, agents,
      representatives, or clients. 

    


    The
      Company represents and agrees that it shall refrain from making any written
      or
      oral statements to any person or entity with whom the Company or the Employee
      has had or may have a business or social relationship which may reasonably
      be
      expected to impugn or degrade the character, integrity, or ethics of the
      Employee. Should there by any inquiry as to the Employee’s employment with the
      Company, the Company agrees to provide the following information: dates of
      Employee’s employment with the Company, position held by Employee, and the
      reason for Employee’s departure (i.e.,
      voluntary
      resignation), and will not otherwise comment about the Employee or about the
      Employee’s performance of his duties and responsibilities while employed by the
      Company.

    


    
      
        
        

      

      
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    8. Applicable
      Law and Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Arizona, without regard to its conflicts of law principles. Any dispute
      regarding this Agreement or the Employee’s employment shall be resolved in the
      Courts located in Maricopa County, Arizona, without a jury (which is hereby
      expressly waived).

    


    9. Entire
      Agreement.
      This
      Agreement may not be changed or altered, except by a writing signed by both
      parties. Until such time as this Agreement has been executed and subscribed
      by
      both parties hereto: (i) its terms and conditions and any discussions relating
      thereto, without any exception whatsoever, shall not be binding nor enforceable
      for any purpose upon any party; and (ii) no provision contained herein shall
      be
      construed as an inducement to act or to withhold an action, or be relied upon
      as
      such. This Agreement constitutes an integrated, written contract, expressing
      the
      entire agreement and understanding between the parties with respect to the
      subject matter hereof and supersedes any and all prior agreements and
      understandings, oral or written, between the parties.

    


    10. Assignment.
      Employee has not assigned or transferred any claim he is releasing, nor has
      he
      purported to do so. If any provision in this Agreement is found to be
      unenforceable, all other provisions will remain fully enforceable. This
      Agreement binds Employee’s heirs, administrators, representatives, executors,
      successors, and assigns, and will insure to the benefit of all Released Parties
      and their respective heirs, administrators, representatives, executors,
      successors, and assigns.

    


    11. Binding
      Effect.
      This
      Agreement will be deemed binding and effective immediately upon its execution
      by
      the Employee; provided, however, that in accordance with the Age Discrimination
      in Employment Act of 1967 (“ADEA”) (29 U.S.C. § 626, as amended), Employee’s
      waiver of ADEA claims under this Agreement is subject to the following: Employee
      may consider the terms of his waiver of claims under the ADEA for twenty-one
      (21) days before signing it and may consult legal counsel if Employee so
      desires. Employee may revoke his waiver of claims under the ADEA within seven
      (7) days of the day he executes this Agreement. Employee’s waiver of claims
      under the ADEA will not become effective until the eighth (8th) day following
      Employee’s signing of this Agreement. Employee may revoke his waiver of ADEA
      claims under this Agreement by delivering written notice of his revocation,
      via
      facsimile and overnight mail, before the end of the seventh (7th) day following
      Employee’s signing of this Agreement to: Mr. Anthony Maffia, Surfect
      Technologies, Inc., 1800 West Broadway Road, Tempe, Arizona 85282 (fax:
      480-968-6083). In the event that Employee revokes his waiver of ADEA claims
      under this Agreement prior to the eighth (8th) day after signing it, the
      remaining portions of this Agreement shall remain in full force in effect,
      except that the obligation of the Company to provide the payments and benefits
      set forth in Section 2 of this Agreement shall be null and void. Employee
      further understands that if Employee does not revoke the ADEA waiver in this
      Agreement within seven (7) days after signing this Agreement, his waiver of
      ADEA
      claims will be final, binding, enforceable, and irrevocable.

    


    
      
        
        

      

      
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    EMPLOYEE
      UNDERSTANDS THAT FOR ALL PURPOSES OTHER THAN HIS WAIVER OF CLAIMS UNDER THE
      ADEA, THIS AGREEMENT WILL BE FINAL, EFFECTIVE, BINDING, AND IRREVOCABLE
      IMMEDIATELY UPON ITS EXECUTION.

    


    12. Acknowledgement.
      Employee acknowledges that he: (a) has carefully read this Agreement in its
      entirety; (b) has been presented with the opportunity to consider it for at
      least twenty-one (21) days; (c) has been advised to consult and has been
      provided with an opportunity to consult with legal counsel of his choosing
      in
      connection with this Agreement; (d) fully understands the significance of all
      of
      the terms and conditions of this Agreement and has discussed them with his
      independent legal counsel or has been provided with a reasonable opportunity
      to
      do so; (e) has had answered to his satisfaction any questions asked with regard
      to the meaning and significance of any of the provisions of this Agreement;
      and
      (f) is signing this Agreement voluntarily and of his own free will and agrees
      to
      abide by all the terms and conditions contained herein.

    


    


    SURFECT
      TECHNOLOGIES, INC.

    


    By:
      /s/ Steve
      Anderson                                         


    Steve
      Anderson

    Chief
      Executive Officer

    


    


    Executed
      on the 14th day of January, 2008

    


    


    By:
      /s/ Mark W.
      Eichhorn                                      


    Mark
      W.
      Eichhorn

    


    


    Executed
      on the 10th day of January, 2008

     

    
      
        
        

      

      
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