registrationagmt




                          REGISTRATION RIGHTS AGREEMENT

This Registration  Rights Agreement (this "Agreement") is entered into as of the
Effective Date by and between Sundance Capital  Partners,  LLC, a Nevada limited
liability  company (the  "Investor")  and SurfNet Media Group,  Inc., a Delaware
corporation  (the  "Company").  "Effective  Date" means the date and time of the
filing  of  Articles  of  Merger  of  SurfNet  Media  Group,  Inc.,  an  Arizona
corporation,  into SurfNet New Media,  Inc.,  an Arizona  corporation,  with the
Arizona Corporations Commission.

     A.   The Investor and the Company have entered into that certain Assumption
          Agreement as of May 23, 2003 (the "Assumption Agreement"), pursuant to
          which the Investor is acquiring certain shares of the Company's Common
          Stock.

     B.   The execution and delivery of this Agreement is a material  inducement
          and  consideration  to the  Investor  to  enter  into  the  Assumption
          Agreement and a condition to the transactions contemplated thereby.

NOW,   THEREFORE,   in   consideration   of  the  foregoing   premises  and  the
representations,  warranties,  and  covenants set forth in this  Agreement,  the
Investor and the Company hereby agree as follows:

                                       1.
                                   DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined herein or in
the Stockholder Agreement shall have the respective meanings set forth below.

"ADVERSE DISCLOSURE" means public disclosure of material non-public information
relating to a Significant Transaction, which disclosure, in the good faith
judgment of a majority of the directors of the Company ("Company Directors"),
(i) would be required to be made in any registration statement filed with the
Commission by the Company so that such registration statement would not be
materially misleading; and (ii) would have an adverse effect on the Company's
ability to complete such Significant Transaction, or the terms upon which such
Significant Transaction can be completed.

"COMMISSION" means the Securities and Exchange Commission.

"DEMAND REGISTRATION" has the meaning set forth in Section 2.1.

"REGISTER," "REGISTERED" and "REGISTRATION" refer to a registration effected by
preparing and filing of an appropriate registration statement with the
Commission in compliance with the Securities Act.

"REGISTRABLE SHARES" means (i) the shares of Common Stock acquired by the
Investor pursuant to the Assumption Agreement. All Registrable Shares shall
cease to be Registrable Shares when transferred to any person or entity other




                                       1



than permitted transferees in accordance with the terms of this Agreement, or
(a) when sold in a registered public offering or in accordance with Rule 144
promulgated by the Commission under the Securities Act, or (b) when permitted to
be sold in accordance with Rule 144(k).

"REGISTRATION EXPENSES" means all expenses, except Selling Expenses, incurred by
the Company in complying with Articles 2 and 3, including, without limitation,
all registration, qualification and filing fees, printing expenses, escrow fees,
fees and disbursements of counsel for the Company, blue sky fees and expenses,
the expense of any special audits incident to or required by any such
registration, and expenses of all marketing and promotional efforts reasonably
requested by the managing underwriter.

"SELLING EXPENSES" means all underwriting discounts, selling commissions, and
stock transfer taxes applicable to the sale of the Registrable Shares.

"SIGNIFICANT TRANSACTION" means a pending or imminent material acquisition,
disposition, financing, corporate reorganization or other business combination
or divestiture transaction.

                                       2.
                              DEMAND REGISTRATIONS

2.1. REQUEST FOR REGISTRATION. At any time and from time to time after the date
     hereof, the Investor may request that the Company effect the registration
     of Registrable Shares (a "Demand Registration"). Upon receipt of such
     request, the Company shall use its reasonable efforts to effect such Demand
     Registration, subject to the limitations set forth in Section 2.2. The
     Company may include in any Demand Registration any other shares of Common
     Stock (including issued and outstanding shares of Common Stock as to which
     the holders thereof have contracted with the Company for "piggyback"
     registration rights) so long as the inclusion in such registration of such
     shares will not, in the reasonable judgment of the Investor, interfere with
     the successful marketing in accordance with the intended method of sale or
     other disposition of all the Registrable Shares sought to be registered. If
     it is determined as provided above that there will be such interference,
     the other shares of Common Stock sought to be included shall be excluded to
     the extent deemed appropriate by the Investor.

2.2. LIMITATIONS ON DEMAND REGISTRATIONS. Subject to Section 2.4,the Company's
     obligation to effect a Demand Registration requested by the Investor
     pursuant to Section 2.1 shall be subject to the following limitations:

        2.2.1. The Company shall not be required to effect any Demand Registration
               of fewer than that number of Registrable Shares which has an aggregate
               market value of at least $500,000, based on the average closing sale
               prices of the Company's Common Stock for the ten days preceding the
               date prior to the date of the Investor's request for a Demand
               Registration.



                                       2


        2.2.2. The Company shall not be required to effect any Demand Registration
               within nine months of the effectiveness of a Registration by the
               Investor of Registrable Shares registered pursuant to the previous
               Demand Registration effected by Company.

        2.2.3. The Company may defer its obligations to effect a Demand
               Registration if filing a registration statement with the Commission at
               the time a Demand Registration is requested would require Adverse
               Disclosure, provided that such deferral may not extend beyond the
               earlier to occur of (i) 60 days after the receipt by the Company of
               the Investor's request for such Demand Registration, or (ii) the date
               that filing of a registration statement with the Commission would not
               require Adverse Disclosure therein.

        2.2.4. The Company shall not be required to effect more than five Demand
               Registrations.

2.3. HOLDBACK. Subject to Section 2.4, if requested (pursuant to timely written
     notice) by the managing underwriter(s) of an underwritten offering or the
     initial Investor(s) in any offering being resold pursuant to Rule 144A
     under the Securities Act of Equity Securities by the Company, the Investor
     shall agree on the same terms applicable to officers and directors of the
     Company not to effect any public sale or distribution of any of the
     Registrable Shares for a period of up to 90 days following and 15 days
     prior to the date of the final prospectus contained in the registration
     statement filed in connection with such offering.

2.4. MINIMUM SALE AVAILABILITY. The limitations on the Company's obligations to
     effect Demand Registrations set forth in Section 2.2.3 and the Investor's
     obligation under Section 2.3 shall not be applicable to the extent that
     such limitations would result in the Investor not having a period of at
     least 180 consecutive days within any 18-month period during which the
     Investor may sell Registrable Shares under a Registration effected pursuant
     to the provisions hereof.

2.5. SELECTION OF UNDERWRITER. Any Demand Registration and related offering
     shall be managed by the Investor as follows: subject to the reasonable
     approval of the Company, the Investor shall have the power to select the
     managing underwriter(s), if any, for such offering, and shall in
     consultation with the managing underwriter(s), if any, have the power to
     determine the number of Registrable Shares to be included in such
     registration and offering (subject to applicable limitations set forth
     herein), the offering price per Registrable Share, the underwriting
     discounts and commissions per Registrable Share and the timing of the
     registration and related offering (subject to applicable limitations set
     forth herein). The Company shall enter into an underwriting agreement in
     customary form with the underwriter(s) selected by the Investor and shall
     enter into such other customary agreements and take all such other
     customary actions as the Investor or its underwriter(s) may reasonably
     request to facilitate the disposition of the Registrable Shares.




                                       3




                                    ARTICLE 3
                             PIGGYBACK REGISTRATIONS

3.1 REQUEST FOR REGISTRATION. At any time after the date hereof, if the Company
    proposes to register any Common Stock for sale solely for cash, either for
    its own account or for the account of a stockholder or stockholders (a
    "Company Registration"), then the Company shall give the Investor written
    notice of its intention to do so and of the intended method of sale (the
    "Registration Notice") not fewer than 15 days prior to the anticipated
    filing date of the registration statement effecting such Company
    Registration. The Investor may request inclusion of any Registrable Shares
    in such Company Registration by delivering to the Company, within 10 days
    after receipt of the Registration Notice, a written notice (the "Piggyback
    Notice") stating the number of Registrable Shares proposed to be included
    and that such shares are to be included in any underwriting only on the
    same terms and conditions as the shares of Common Stock otherwise being
    sold through underwriters under such Registration. The Company shall use
    its reasonable efforts to cause all Registrable Shares specified in the
    Piggyback Notice to be included in the Company Registration and any related
    offering, all to the extent requisite to permit the sale by the Investor of
    such Registrable Shares in accordance with the method of sale applicable to
    the other shares of Common Stock included in the Company Registration.

3.2 LIMITATIONS ON PIGGYBACK REGISTRATIONS. The Company's obligation to include
    Registrable Shares in the Company Registration pursuant to Section 3.1
    shall be subject to the following limitations:

        3.2.1 The Company shall not be obligated to include any Registrable Shares
              in a registration statement (i) filed on Form S-4 or FormS-8 or such
              other similar successor forms then in effect under the Securities Act,
              (ii) pursuant to which the Company is offering to exchange its own
              securities, or (iii) relating to dividend reinvestment plans.

        3.2.2 If the managing underwriter(s), if any, of an offering related to the
              Company Registration determines in its reasonable judgment that
              marketing factors require a limitation of the number of shares of
              Common Stock that can be included in such offering, the managing
              underwriter(s) may exclude the appropriate number of shares of Common
              Stock held by the stockholders of the Company, including the Investor,
              from such registration. If the managing underwriter(s) determines to
              exclude from such offering any Registrable Shares that the Investor
              desires to include or any shares of Common Stock that other Company
              stockholders with applicable registration rights desire to include,
              the Investor and such other Company stockholders (except for such
              person or persons, if any, upon whose demand such Registration is
              being made) shall share pro rata in the portion of such offering
              available to them (the "Available Portion"), with the Investor and
              each such other Company stockholder entitled to include in such
              Company Registration and related offering a number of shares of Common
              Stock equal to the product of (i) the Available Portion and (ii)
              fraction, the numerator of which is the total number of Registrable




                                       4



              Shares which the Investor desires to include in such Company
              Registration (in the case of the Investor) or the total number of
              shares of Common Stock which such other Company stockholder desires to
              include in such Company Registration (in thecae of each such other
              Company stockholder) and the denominator of which is(x) the total of
              the number of Registrable Shares which the Investor desires to include
              in such Company Registration plus (y) the total number of shares of
              Common Stock that such other Company stockholders desire to include in
              such Company Registration.

3.3 SELECTION OF UNDERWRITER. Any Company Registration and related offering
    shall be managed by the Company; the Company shall have the power to select
    the managing underwriter(s) for such offering, and shall in consultation
    with the managing underwriter(s) have the power to determine the offering
    price, the underwriting discounts and commissions, the terms of the
    underwriting agreement and, the timing of the registration and related
    offering. To the extent that the Investor participates in a Company
    Registration and related offering pursuant to Section 3.1, the Investor
    shall enter into, and sell its Registrable Shares only pursuant to, the
    underwriting arranged by the Company, and shall either commit to attend the
    closing of the offering and take such other actions as may be reasonably
    necessary to effect the Investor's participation in the offering and to
    provide any assurances reasonably requested by the Company and the managing
    underwriter(s) in that regard, or shall deliver to the Company in custody
    certificates representing all Registrable Shares to be included in the
    registration and shall execute and deliver to the Company a custody
    agreement and a power of attorney, each inform and substance appropriate
    for the purpose of effecting the Investor's participation in the Company
    Registration and related offering and otherwise reasonably satisfactory to
    the Company. If the Investor disapproves of the features of the Company
    Registration and related offering, the Investor may withdraw there from (in
    whole or part) by written notice to the Company and the managing
    underwriter(s) delivered no later than ten (10) days prior to the
    effectiveness of the applicable registration statement and the Registrable
    Shares of the Investor shall thereupon be withdrawn from such registration.


                                    ARTICLE 4
                       REGISTRATION PROCEDURES AND EXPENSE

4.1. REGISTRATION PROCEDURES. If and whenever the Company is required pursuant
     to this Agreement to use its reasonable efforts to effect the registration
     of any of the Registrable Shares, the Investor shall furnish in writing
     such information regarding the Investor and its Affiliates, the Registrable
     Shares being registered and offered, and the intended method of
     distribution of such Registrable Shares as is reasonably requested by the
     Company for inclusion in the registration statement relating to such
     offering pursuant to the Securities Act and the rules of the Commission
     thereunder, and the Company shall, as expeditiously as reasonably
     practicable:

        4.1.1 prepare and file with the Commission a registration statement
              (including a prospectus therein) with respect to such securities and
              use its reasonable efforts to cause such registration statement to
              become and remain effective for such period as may be necessary to




                                       5



              permit the successful marketing of such securities, but not exceeding
              120 days for an offering in connection with a Demand Registration, or,
              with regard to an offering in connection with a Company Registration,
              for the period associated with such offering;

        4.1.2 prepare and file with the Commission such amendments and supplements
              to such registration statement and the prospectus used in connection
              therewith as may be necessary to comply with the Securities Act and
              the rules of the Commission thereunder; and to keep such registration
              statement effective for that period of time specified in Section
              4.1.1;

        4.1.3 furnish to the Investor such number of prospectuses and preliminary
              prospectuses in conformity with the requirements of the Securities
              Act, and such other documents as the Investor may reasonably request
              in order to facilitate the public sale or other disposition of the
              Registrable Shares being sold;

        4.1.4 upon written request by any underwriters of the offering, and subject
              to applicable rules and guidelines, cause its certified public
              accountants and attorneys, as applicable, to furnish to the Investor a
              signed counterpart, addressed to the Investor and its underwriters, if
              any, of (i) a letter from the independent certified public accountants
              of the Company in the form customarily furnished to underwriters in
              firm commitment underwritten offerings providing substantially that
              such accountants are independent certified public accountants within
              the meaning of the Securities Act and that in the opinion of such
              accountants, the financial statements and other financial data of the
              Company included in the registration statement and the prospectus, and
              any amendment or supplement thereto, comply as to form in all material
              respects with the applicable accounting requirements of the Securities
              Act, and additionally covering such other financial matters(including
              information as of the date of such letter) with respect to the
              registration in respect of which such letter is being given as the
              underwriters may reasonably request; and (ii) an opinion of outside
              legal counsel to the Company, dated the effective date of the
              registration statement, covering substantially the same matters with
              respect to the registration statement and the prospectus included
              therein as are customarily covered (at the time of such registration)
              in the opinions of issuer's counsel delivered to the underwriters in
              comparable underwritten public offerings;

        4.1.5 use its reasonable efforts to register or qualify the Registrable
              Shares covered by such registration statement under such securities or
              blue sky laws of such jurisdictions within the United States as the
              Investor or its underwriters, if any, shall reasonably request;
              provided, however, that the Company shall not be required to qualify
              generally to do business in any jurisdiction where it is not then so
              qualified, or to take any action that would subject it to general
              service of process in any such jurisdiction where it is not then so
              subject, or subject the Company to any tax in any such jurisdiction
              where it is not then so subject;



                                       6



        4.1.6 cause all such Registrable Shares to be listed on each securities
              exchange on which similar securities issued by the Company are then
              listed;

        4.1.7 provide a transfer agent and registrar for all such Registrable
              Shares not later than the effective date of such registration
              statement;

        4.1.8 make available for inspection by the Investor and its attorneys, and
              any participating underwriter, accountant or other agent retained by
              the Investor and any participating underwriter in a Demand
              Registration, all financial and other records, pertinent documents and
              properties of the Company, and cause the Company's Affiliates (to the
              extent it controls such Affiliates), employees, and agents to supply
              all information reasonably requested by the Investor and any such
              underwriter, attorney, accountant or agent in connection with the
              preparation of such registration statement.

4.2. EXPENSES. The Company shall pay all Registration Expenses, except as may be
     required to update any registration statement kept effective for more than
     the period of time required by Section 4.1.1. The Investor shall pay all
     Selling Expenses.

                                    ARTICLE 5
                                 INDEMNIFICATION

5.1. INDEMNIFICATION BY THE COMPANY. In the event of a registration of any
     Registrable Shares pursuant to this Agreement, the Company shall indemnify
     and hold harmless each seller of Registrable Shares, and each person, if
     any, who controls such seller or underwriter within the meaning of the
     Securities Act, and each officer, director, employee and advisor of each of
     the foregoing (each an "Investor Indemnitee"), against any expenses,
     losses, claims, damages or liabilities, joint or several, to which such
     Investor Indemnitee may become subject under the Securities Act, any state
     securities law or otherwise, including any of the foregoing incurred in
     settlement of any litigation, commenced or threatened, insofar as such
     expenses, losses, claims, damages or liabilities (or actions in respect
     thereof) arise out of or are based upon (i)any untrue statement or alleged
     untrue statement of any material fact contained in any registration
     statement under which such shares are registered under the Securities Act,
     any preliminary prospectus or final prospectus contained therein, any
     summary prospectus used in connection with any securities being registered,
     or any amendment or supplement thereto; or (ii) any omission or alleged
     omission to state therein a material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading; or (iii) any violation by the
     Company of the Securities Act or rules of the Commission thereunder or any
     blue sky laws or any rules promulgated thereunder, and shall reimburse each
     such Indemnitee for any legal or any other expenses reasonably incurred by
     them in connection with investigating or defending any such loss, claim,
     damage, liability or action; provided, however, that the Company shall not
     be liable in any such case to the extent that any such expense, loss,
     claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement or omission or alleged omission made
     in such registration statement, said preliminary prospectus or said




                                       7


     prospectus or summary prospectus or said amendment or supplement in
     reliance upon and in conformity with written information furnished to the
     Company by or on behalf of the Investor or any underwriter specifically for
     use in the preparation thereof; and provided, further, that if any
     expenses, losses, claims, damages or liabilities arise out of or are based
     upon an untrue statement, alleged untrue statement, omission or alleged
     omission contained in any preliminary prospectus which did not appear in
     the final prospectus, the Company shall not have any liability with respect
     thereto to any Investor Indemnitee if any Investor Indemnitee delivered a
     copy of the preliminary prospectus to the person alleging such expenses,
     losses, claims, damages or liabilities and failed to deliver a copy of the
     final prospectus as amended or supplemented if it has been amended or
     supplemented, to such person at or prior to the written confirmation of the
     sale to such person.

5.2. INDEMNIFICATION BY THE INVESTOR. In the event of a registration of any
     Registrable Shares pursuant to this Agreement, the Investor shall indemnify
     and hold harmless the Company and each person, if any, who controls the
     Company within the meaning of the Securities Act, each officer of the
     Company who signs the registration statement, each director of the Company
     and each underwriter and each person who controls any underwriter within
     the meaning of the Securities Act (each a "Company Indemnitee"), against
     any and all such expenses, losses, claims, damages or liabilities referred
     to in Section 5.1 if the statement, alleged statement, omission or alleged
     omission in respect of which such expense, loss, claim, damage or liability
     is asserted was made in reliance upon and in conformity with information
     furnished in writing to the Company by or on behalf of a holder of
     Registrable Shares specifically for use in connection with the preparation
     of such registration statement, preliminary prospectus, prospectus, summary
     prospectus, amendment or supplement; provided, however, that if any
     expenses, losses, claims, damages or liabilities arise out of or are based
     upon an untrue statement, alleged untrue statement, omission or alleged
     omission contained in any preliminary prospectus which did not appear in
     the final prospectus, the Investor shall not have any such liability with
     respect thereto to any Company Indemnitee if any Company Indemnitee
     delivered a copy of the preliminary prospectus to the person alleging much
     expenses, losses, claims, damages or liabilities and failed to deliver a
     copy of the final prospectus, as amended or supplemented if it has been
     amended or supplemented, to such person at or prior to the written
     confirmation of the sale to such person.

5.3. CONTRIBUTION. If the indemnification provided for in Sections5.1 or 5.2
     above is unavailable to an indemnified party in respect of any losses,
     claims, damages or liabilities referred to therein, then in lieu of
     indemnifying such indemnified party thereunder, the indemnifying party
     shall contribute to the amount paid or payable by such indemnified party as
     a result of such losses, claims, damages or liabilities, in such proportion
     as is appropriate to reflect the relative fault of the indemnifying party
     on the one hand and of the indemnified parties on the other in connection
     with the statements or omissions which resulted in such losses, claims,
     damages or liabilities, as well as any other relevant equitable
     considerations. The relative fault of the indemnifying party and of the
     indemnified parties shall be determined by reference to, among other
     things, whether the untrue or alleged untrue statement of a material fact
     or the omission to state a material fact relates to information supplied by




                                       8



     the indemnifying party, or by the indemnified parties, and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement or omission. The parties agree that it
     would not be just and equitable if contribution pursuant to this Section
     5.3 were determined by pro rata allocation or by any other method of
     allocation which does not take into account the equitable considerations
     referred to in the immediately preceding paragraph. The amount paid or
     payable by an indemnified party as a result of the losses, claims, damages
     and liabilities or actions in respect thereof referred to in the
     immediately preceding paragraph shall be deemed to include, subject to the
     limitations set forth above, any legal or other expenses reasonably
     incurred by such indemnified party in connection with investigating or
     defending any such action or claim. No person guilty of fraudulent
     misrepresentations (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation.

5.4. INDEMNIFICATION PROCEDURES. Promptly after receipt by an indemnified party
     of notice of the commencement of any action, such indemnified party shall,
     if a claim in respect thereof is to be made against the indemnifying party,
     notify the indemnifying party in writing of the commencement thereof; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under this Article 5 or to the extent that it has not been prejudiced as a
     proximate result of such failure. In case any such action shall be brought
     against any indemnified party, and it shall notify the indemnifying party
     of the commencement thereof, the indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, to assume the
     defense thereof, with counsel reasonably satisfactory to such indemnified
     party; provided, however, that if the defendants in any such action include
     both the indemnified party and the indemnifying party and the indemnified
     party shall have reasonably concluded that there may be legal defenses
     available to it and/or other indemnified parties which are different from
     or additional to those available to the Company, the indemnified party or
     parties shall have the right to select one separate counsel to assert such
     legal defenses (in which case the indemnifying party shall not have the
     right to direct the defense of such action on behalf of the indemnified
     party or parties). Upon the permitted assumption by the indemnifying party
     of the defense of such action, and approval by the indemnified party of
     counsel, the indemnifying party shall not be liable to such indemnified
     party under this Article 5 for any legal or other expenses subsequently
     incurred by such indemnified party in connection with the defense thereof
     (other than reasonable costs or investigation) unless (i) the indemnified
     party shall have employed one separate counsel in connection with the
     assertion of legal defenses in accordance with the proviso to the next
     preceding sentence, (ii) the indemnifying party shall not have employed
     counsel reasonably satisfactory to the indemnified party to represent the
     indemnified party within a reasonable time, (iii) the indemnifying party
     and its counsel do not actively and vigorously pursue the defense of such
     action or (iv) the indemnifying party has authorized the employment of
     counsel for the indemnified party at the expense of the indemnifying party.





                                       9



                                    ARTICLE 6
                                  MISCELLANEOUS

6.1 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be governed
    by, construed under and enforced in accordance with, the laws of the State
    of Delaware without regard to its conflict-of-laws principles. The Investor
    and the Company agree that (i) any legal action or proceeding arising out
    of or in connection with this Agreement or the transactions contemplated
    hereby shall be brought only in the courts of the State of Delaware or
    Federal courts of the United States of America sitting in Delaware, (ii)
    each irrevocably submits to the jurisdiction of each such court, and (iii)
    any summons, pleading, judgment, memorandum of law, or other paper relevant
    to any such action or proceeding shall be sufficiently served if delivered
    to the recipient thereof by certified or registered mail (with return
    receipt) at its address set forth in Section 6.3. Nothing in the proceeding
    sentence shall affect the right of any party to proceed in any jurisdiction
    for the enforcement or execution of any judgment, decree or order made by a
    court specified in said sentence.

6.2 SPECIFIC PERFORMANCE. The parties hereto acknowledge and agree that
    irreparable damage would occur in the event that any of the provisions of
    this Agreement were not performed in accordance with their specifications
    or were otherwise breached. It is accordingly agreed that each of the
    parties hereto shall be entitled to an injunction or injunctions to prevent
    or cure breaches of the provisions of this Agreement by the other and to
    enforce specifically the terms and provisions of this Agreement, this being
    in addition to any other remedy to which they may be entitled by law or
    equity.

6.3 NOTICES. Any notice required or permitted to be given under this Agreement
    shall be written, and may be given by personal delivery, by cable,
    telecopy, telex or telegram (with a confirmation copy mailed as follows),
    by Federal Express, United Parcel Service, DHL, or other reputable
    commercial delivery service, or by registered or certified mail,
    first-class postage prepaid, return receipt requested. Notice shall be
    deemed given upon actual receipt. Mailed notices shall be addressed as
    follows, but each party may change address by written notice in accordance
    with this paragraph.

                  TO THE INVESTOR:

                    Sundance Capital Fund I, LP
                    4515 Chesswood Drive
                    Unit A
                    Toronto, Ontario  M3J2V6
                    Canada
                    Attention:  Manager




                                       10



                  With a copy to:

                    Robert D. Arkin, P.C.
                    6595G Roswell Road, Suite 222
                    Atlanta, GA  30328
                    Attention:  Robert D. Arkin


                  TO THE COMPANY:

                    SurfNet Media Group, Inc.
                    2245 West University Drive, Suite 9
                    Tempe, AZ  85281
                    Attention:  President

                  With a copy to:

                    Lerch & DePrima, P.L.C.
                    1700 E. Thomas Road, Suite B
                    Phoenix, AZ  85016
                    Attention:  Anthony E. DePrima

6.4 WAIVER. Each party hereto may in its sole discretion (i) extend the time
    for the performance of any of the obligations or other acts of the other
    party hereunder or (ii) waive compliance by the other party with any of the
    agreements or conditions contained herein. No term or provision hereof
    shall be deemed waived and no breach hereof excused unless such waiver or
    consent shall be in writing and signed by the party claimed to have waived
    or consented (in the case of the Company, by a majority of the Company
    Directors so waiving or consenting). No waiver hereunder shall apply or be
    construed to apply beyond its expressly stated terms. No failure to
    exercise and no delay in exercising any right, remedy, power or privilege
    hereunder shall operate as a waiver thereof, and no single or partial
    exercise of any right, remedy, power or privilege hereunder shall preclude
    any other or further exercise thereof or the exercise of any other right,
    remedy, power or privilege. No failure to insist upon strict performance of
    any term or provision of this Agreement, or to exercise any right
    hereunder, shall be construed as a waiver or as a relinquishment of such
    term, provision, or right.

6.5 SUCCESSORS, ASSIGNMENT; PARTIES IN INTEREST AND THIRD PARTY BENEFICIARIES.
    This Agreement and the rights hereunder may be assigned by the Investor
    without the prior written consent of the other party. This Agreement shall
    be binding upon and inure solely to the benefit of the Investor and the
    Company and their respective successors and assigns, and except as provided
    in this Section 6.5, nothing in this Agreement, express or implied, is
    intended to or shall confer upon any other person any rights, benefits or
    remedies of any nature whatsoever under or by reason of this Agreement.




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6.6  ENTIRE AGREEMENT. This Agreement, together with the Assumption Agreement,
     constitutes the entire agreement between the Investor and the Company with
     respect to the subject matter hereof and thereof and the transactions
     contemplated hereby and thereby and supersedes all prior or
     contemporaneous, written or oral agreements or understandings with respect
     thereto.

6.7  AMENDMENT. This Agreement may be amended only to the extent permissible
     under applicable law and only by a written instrument executed and
     delivered by a duly authorized officer of the Investor and a duly
     authorized officer of the Company.

6.8  SEVERABILITY. The provisions set forth in this Agreement are severable. If
     any provision of this Agreement is held invalid or unenforceable in any
     jurisdiction, the remainder of this Agreement, and the application of such
     provision to other persons or circumstances, shall not be affected thereby,
     and shall remain valid and enforceable in such jurisdiction, and any such
     invalidity or unenforceability in any jurisdiction shall not invalidate or
     render unenforceable such provision in any other jurisdiction.

6.9  CUMULATION OF REMEDIES. All remedies available to any party for breach or
     non-performance of this Agreement are cumulative and not exclusive of any
     rights, remedies, powers or privileges provided by law, and may be
     exercised concurrently or separately, and the exercise of any other remedy
     shall not be deemed an election of such remedy to the exclusion of other
     remedies.

6.10 FAIR CONSTRUCTION. This Agreement shall be deemed the joint work product of
     the Investor and the Company without regard to the identity of the
     draftsperson, and any rule of construction that a document shall be
     interpreted or construed against the drafting party shall not be
     applicable.

6.11 HEADINGS; REFERENCES. Headings used in this Agreement are inserted as a
     matter of convenience and for reference, do not constitute a part of this
     Agreement for any other purpose, and shall not affect the interpretation or
     enforcement hereof or thereof.

6.12 COUNTERPARTS. This Agreement may be executed in two counterparts, each of
     which shall be deemed an original, but both of which together shall
     constitute one and the same instrument.



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        IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

SUNDANCE CAPITAL FUND I, LP

By:      SUNDANCE CAPITAL PARTNERS, LLC,
         General Partner



By:      /s/ Jay Stulberg
         Manager




SURFNET MEDIA GROUP, INC.,



By:      /s/ Douglas Johnson
         Douglas Johnson
         President




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