ACKNOWLEDGMENT
      AND AGREEMENT TO MODIFICATION OF

    WAIVER
      AND INVESTMENT AGREEMENT

     

    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 Surfect Holdings, Inc. (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 (the “Bridge
      Loan Documents”),
      as
      amended through the date hereof or in the Waiver (as defined
      below).

     

    Each
      existing bridge investor identified on the signature pages hereto (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 “New
      Investors”)
      in a
      private placement offering (“Private
      Placement”)
      and
      have agreed to waive any and all existing or prior breaches or defaults under
      the Bridge Loan Documents pursuant to a waiver and
      investment agreement (the “Waiver”),
      dated as
      of November 30, 2007 (“Waiver
      Date”),
      by
      and among the Company and the Bridge Investors.

     

    Notwithstanding
      anything to the contrary contained in the Waiver, each Bridge Loan Investor
      acknowledges and agrees and consents in the capacity of Bridge Loan Investor
      and
      as a stockholder, to the following::

     

    1. The
      outstanding principal amount of Bridge Loan debt, plus accrued interest, shall
      be automatically converted as of the Waiver Date into common stock, par value
      $0.0001 per share, of the Company (“Shares”)
      at a
      purchase price of $0.04 per share, with a five-year warrant for 100% of such
      number of Shares sold, exercisable at $0.08 per share (the “Warrant”)
      in
      such form as has been distributed with this Agreement. Such conversion terms
      shall replace and be in lieu of those terms set forth in paragraph 2(i) of
      and
      referred to elsewhere in the Waiver. 

     

    2. The
      Board
      of Directors has approved the grant of five-year incentive stock options
      exercisable at $0.15 per share to the Company’s senior management, such options
      exercisable into a number of shares of common stock equal to 20% of the issued
      and outstanding shares of the Company’s common stock, on a fully-diluted basis,
      as of the date hereof and giving effect to the transactions contemplated hereby.
      Such options shall be issued pursuant to the current or a newly-adopted
      incentive stock plan and contain such terms and provisions as are usual and
      customary, but shall not have any vesting or similar restriction, and be awarded
      in such amounts as shall be recommended by Steve Anderson, effective as of
      the
      Waiver Date.

     

    3. The
      Company is authorized to enter into up to $140,000 of Short-Term Loans that
      shall be convertible into shares of the Company’s common stock at $0.02 per
      share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. The
      Company is authorized to issue 5,000,000 shares of the Company’s common stock,
      pro-rata, to the converting Bridge Loan holders.

     

    Except
      as
      specifically modified as set forth above, the Waiver shall remain unchanged
      and
      shall remain in full force and effect.

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Acknowledgment and
      Agreement as of December 4, 2007.

     

    
      
        	 	
                SURFECT
                  HOLDINGS, INC.

              
	 	 
	 	
                By:
                  

              	            
                
	 	
                Name:
                  

              	
                Steven
                  Anderson

              
	 	
                Title:
                  

              	
                President
                  and CEO

              


      

    

     

    
      
        
        

      

      
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    The
      undersigned has caused this Acknowledgment and Agreement to Modification of
      Waiver and Investment Agreement to be duly executed by its authorized signatory
      as of December 4, 2007 and, notwithstanding anything to the contrary in the
      Waiver, hereby acknowledges and agrees to the terms set forth
      herein:

     

    Name
      of
      Bridge Loan Investor:
      ________________________________________________________

     

    Signature
      of Authorized Signatory of Bridge Loan Investor:
      __________________________________

     

    Name
      of
      Authorized Signatory:
      ________________________________________________________

     

    Title
      of
      Authorized Signatory:
      _________________________________________________________

     

    Email
      Address of Bridge Loan
      Investor:__________________________________________________

     

    Fax
      Number of Bridge Loan Investor:
      ___________________________________________________

     

    
      
        
        

      

      
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