WAIVER
      AND INVESTMENT AGREEMENT

     

    This
      Waiver and Investment Agreement (this “Agreement”)
      is
      dated as
      of November 30, 2007, by and among Surfect Holdings, Inc., a Delaware
      corporation (the "Company"),
      and
      each existing bridge investor identified on the signature pages hereto (the
      “Bridge
      Investors”)
      

     

    Capitalized
      terms used herein and not otherwise defined shall have the meanings ascribed
      to
      such terms in that certain Securities Purchase Agreement, dated as of June
      1,
      2007, as amended by the Joinder and First Amendment to Securities Purchase
      Agreement, dated as of July 20, 2007, among the Company and the Bridge
      Investors (the “Purchase
      Agreement”)
      entered into in connection with the Company’s 10% senior secured convertible
      promissory notes due October 29, 2007 in the original principal amount of $1.8
      million (the “Bridge
      Loan”)
      and
      related bridge loan documents, as amended through the date hereof.

     

    WHEREAS,
      the Bridge Investors have agreed to accept revisions to the Bridge Loan in
      order
      to permit the company to accept new financing from new investors (the
“Investors”) and have agreed and do hereby waive any and all existing or prior
      breaches or defaults under the Bridge Loan, including pursuant to the terms
      of
      the Purchase Agreement and the Security Agreement, dated June 1, 2007, as
      amended by First Amendment to Security Agreement, dated July 20, 2007 (the
      “Security
      Agreement”
and
      together with the Purchase Agreement, the Notes and other documents ancillary
      to
      or related to the Bridge Loan, the “Bridge
      Loan Documents”);

     

    WHEREAS,
      the Company has granted certain rights to the Bridge Investors, including but
      not limited to (i) a right to participate in future financings, (ii) a right
      to
      repayment senior to existing or future indebtedness of the Company, (iii) price
      protection in the event of a subsequent financing and certain registration
      rights and the Investors desire to waive and modify those
      provisions;

     

    WHEREAS,
      the Company has secured commitments for certain short-term bridge loan financing
      of up to $120,000 (the “Short-Term
      Loans”)
      and
      desires to offer shares of its common stock to the Investors in a private
      placement offering of up to $3,000,000 (the “Private
      Placement”);

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, and for
      other good and valuable consideration the receipt and adequacy of which are
      hereby acknowledged, the Company and each Investor agree as
      follows:

     

    1.
      Bridge
      Investors Waiver Agreements.
      Each of
      the Bridge Investors hereby unconditionally and irrevocably waives:

     

    
      	 	
              (i)

            	
              the
                Future Financing Participation Right,
                as set forth in Section 5.16 of the Purchase Agreement;

            


    

    
      	 	
              (ii)

            	
              the
                Senior Debt Ranking, as set forth in Section 3 of the
                Note;

            


    

    
      	 	
              (iii)

            	
              the
                Price Protection Right, as set forth in Section 5.16 of the Purchase
                Agreement and Section 5 of the
                Note;

            


    

    
      	 	
              (iv)

            	
              the
                Registration Rights, as set forth in Section 7.01 of the Purchase
                Agreement;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              any
                breach of representation, warranty or covenant, or Event of Default
                or
                other default under the Bridge Loan Documents;
                and

            


    

    
      	 	
              (vi)

            	
              any
                and all penalties, damages or claims and any other right to which
                the
                Investor is entitled under the Bridge Loan
                Documents.

            


    

     

    The
      foregoing waivers shall continue until the later of the closing of the
      Short-Term Loan or the Private Placement, but not later than December 14, 2007
      provided if a closing of the Private Placement shall occur prior to such date
      such waivers shall become permanent, and shall apply to the Short-Term Loan
      and
      the Private Placement and this Agreement. 

     

    In
      addition, the Company shall be permitted, with the proceeds of the Short-Term
      Loan or the Private Placement, to redeem $755,000 of original principal amount
      of Bridge Loans sold to Acqua Capital (the “Aqua Loan”), including accrued
      interest thereon, and issue to Acqua Capital 200,000 shares of common stock
      as
      consideration for settlement of any and all claims.

     

    2.
      Bridge
      Investor Additional Agreements

     

    
      	 	
              (i)

            	
              Each
                Bridge Investor and the Company agree that the outstanding principal
                amount of all Bridge Loan debt, plus accrued interest, shall be converted
                into common stock of the Company at a purchase price of $0.04 per
                share,
                with 5 year warrants for 50% of such number of shares sold exercisable
                at
                $0.06 per share; and 50% of such number of shares sold exercisable
                at
                $0.12 per share. All of such warrants shall have cashless exercise
                features.

            


    

    
      	 	
              (ii)

            	
              The
                agreements and waivers hereunder of the Bridge Investors shall be
                subject
                to the following:

            


    

    
      	 	
              a.

            	
              The
                Waivers set forth in paragraph 1 hereof shall be of no force or effect
                unless ITU Ventures agrees that it shall not offer, sell, assign,
                hypothecate, pledge, or otherwise transfer any securities of the
                Company,
                directly or indirectly purchased or held by ITU Ventures of any of
                its
                affiliates, officers, directors of employees, without the prior written
                consent of each of the Investors for a period of 18 months as set
                forth in
                a separate Lock Up Agreement;

            


    

    
      	 	
              b.

            	
              No
                securities convertible into any shares of common stock of the Company
                held
                by any Bridge Investor or Investor may be exercised on less than
                61 days
                prior written notice to the Company, unless such provision is waived
                by
                the Investor in writing on at least 61 days prior written notice
                to the
                Company if such conversion would result in the holder owning in excess
                of
                4.9% of the outstanding common stock of the
                Company.

            


    

    
      	 	
              c.

            	
              The
                Waivers set forth in paragraph 1 hereof shall be of no force or effect
                unless the Company shall offer and sell to New Investors in the Private
                Placement up to $3.0 million gross proceeds of common stock of the
                Company
                at
                a purchase price of $0.04 per share, with 5 year warrants for 50%
                of such
                number of shares sold exercisable at $0.06 per share; and 50% of
                such
                number of shares sold exercisable at $0.12 per
                share.

            


    

    
      	 	
              d.

            	
              The
                Waivers set forth in paragraph 1 hereof shall be of no force or effect
                unless the Board of Directors shall grant to management of the Company
                5
                year incentive options exercisable at $0.15 per
                share.

            


    

     

    
      
        
        

      

      
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              (iii)

            	
              The
                Company shall authorize the foregoing not later than November 30,
                2007.
                

            


    

    
      	 	
              (iv)

            	
              The
                Company shall issue and deliver to the parties all usual and customary
                documents in order to memorialize the foregoing agreements of the
                parties,
                including all stock certificates, warrants, and similar agreements,
                within
                30 days of the date hereof.

            


    

    
      	 	
              (v)

            	
              On
                November 30, 2007 the Company shall send by wire transfer the funds
                required to redeem the Acqua Loan.

            


    

    
      	 	
              (vi)

            	
              On
                closing on an amount of $3 million by January 1, 2008 if no such
                closing
                shall occur under the Private Placement, the Company shall pay $500,000
                to
                IR/PR firms reasonably acceptable to the Bridge Investors and upon
                the
                initial closing list its stock for trading on a German exchange acceptable
                to Westminster Securities.

            


    

    
      	 	
              (vii)

            	
              In
                the event the Company does not possess sufficient shares of common
                stock
                authorized, it shall use its best efforts immediately to seek shareholder
                approval and to amend its certificate of incorporation and any other
                documents or agreements to permit the lawful issuance and delivery
                of all
                securities hereunder.

            


    

    
      	 	
              (viii)

            	
              All
                fees and expenses of the offering to placement agents shall be immediately
                paid or set off from the proceeds.

            


    

     

    3.
      Miscellaneous.

     

    (a) No
      Continuing Agreement.
      No
      waiver by the Investors hereunder shall be deemed to be a continuing waiver
      in
      the future except as noted herein.

     

    (b) No
      Other Alterations to Purchase Agreement.
      Except
      as herein expressly amended, the Purchase Agreement and all other agreements,
      documents, instruments and certificates executed in connection therewith, except
      to the extent of the Agreement specifically provided herein, are ratified and
      confirmed in all respects and shall remain in full force and effect in
      accordance with their respective terms. The execution, delivery and
      effectiveness of this Agreement shall
      not
      constitute a consent or waiver
      to or
      modification of any provision, term or condition of the Purchase Agreement,
      other than such terms, provisions, or conditions that are required to consummate
      the transactions contemplated by this Agreement. 

     

    (c) Counterparts;
      Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same instrument and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

     

    (d) Governing
      Law.
      THIS
WAIVER SHALL
      BE
      GOVERNED BY, CONSTRUEDAND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. EACH PARTY HERETO
      HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL OR STATE COURTS
      LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY CLAIM OR CONTROVERSY RELATED
      TO THE ENFORCEMENT OR INTERPRETATION OF THIS WAIVER. IN THE EVENT OF ANY ACTION
      OR PROCEEDING TO ENFORCE ANY OF THE PROVISIONS OF THIS AGREEMENT, THE PREVAILING
      PARTY WILL BE ENTITLED TO RECOVERY OF ITS REASONABLE COSTS AND EXPENSES INCURRED
      IN CONNECTION WITH SUCH ACTION.

     

    
      
        
        

      

      
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    (e) Severability.
      If any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement shall remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree shall remain in full force and effect
      to
      the extent not held invalid or unenforceable.

     

    (f) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    
      	 	
              SURFECT
                HOLDINGS, INC.

            
	 	 
	 	
              By:

            	              
                          
              
	 	Name:	Steven
              Anderson
	 	Title:	President
              and Chief
              Executive Officer


    

     

    [SIGNATURE
      PAGES FOR INVESTORS FOLLOW]


    
      
        
        

      

      
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    [INVESTOR
      SIGNATURE PAGES TO WAIVER]

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed
      by its authorized signatory as of the date first indicated above:

     

    Name
      of
      Purchaser:
      ____________________________________________________________

     

    Signature
      of Authorized Signatory of Purchaser:
      ______________________________________

     

    Name
      of
      Authorized Signatory:
      ____________________________________________________

     

    Title
      of
      Authorized Signatory:
      _____________________________________________________

     

    Email
      Address of
      Purchaser:______________________________________________________

     

    Fax
      Number of Purchaser:
      ________________________________________________________

     

    
      
        
        

      

      
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