THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES
TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

    


    NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

    


    SUBSCRIPTION
AGREEMENT

    


    TO:          SURF
A MOVIE SOLUTIONS INC. (the “Company”)

    Suite 149, 19744 Beach Boulevard,
Huntington Beach, CA, 92648, USA

    


    DATE:    August
12, 2008

    


    
      	
              1.

            	
              Subscription for
      Shares

            


    

    
      	
              1.1

            	
              The
      undersigned (the "Subscriber") hereby irrevocably subscribes for and
      agrees to purchase 2,600,000 common shares in the capital of the Company
      (the "Shares") at a price of US$0.005 per Share (such subscription and
      agreement to purchase being the "Subscription"), for the total purchase
      price of US$ 13,000.00 (the "Subscription Proceeds"), which is tendered
      herewith, on the basis of representations and warranties and subject to
      the terms and conditions set forth
herein.

            


    

    


    
      	
              1.2

            	
              The
      Company hereby irrevocably agrees to sell, on the basis of the
      representations and warranties and subject to the terms and conditions set
      forth herein, to the Subscriber the
Shares.

            


    

    


    
      	
              1.3

            	
              Subject
      to the terms hereof, the Subscription will be effective upon its
      acceptance by the Company.

            


    

    


    
      	
              2.

            	
              Payment

            


    

    
      	
              2.1

            	
              The
      Subscription Proceeds must accompany this Subscription and shall be paid
      by cash, cheque or bank draft drawn on a major Canadian or U.S. chartered
      bank made payable to the Company and delivered to the Company or its
      lawyers or may be wired directly to either one of them. If the
      Subscription proceeds are delivered to the Company's lawyers, the
      Subscriber authorizes the Company's lawyers to deliver the Subscription
      Proceeds to the Company on the Closing
Date.

            


    

    


    
      	
              2.2

            	
              The
      Subscriber acknowledges and agrees that this Subscription Agreement, the
      Subscription Proceeds and any other documents delivered in connection
      herewith will be held by the Company's lawyers on behalf of the Company.
      In the event that this Subscription Agreement is not accepted by the
      Company for whatever reason within 30 days of the delivery of an executed
      Subscription Agreement by the Subscriber, this Subscription Agreement, the
      Subscription Proceeds and any other documents delivered in connection
      herewith will be returned to the Subscriber at the address of the
      Subscriber as set forth in this Subscription
  Agreement.

            


    

    


    
      	
              2.3

            	
              Where
      the Subscription Proceeds are paid to the Company, the Company is entitled
      to treat such Subscription Proceeds as an interest free loan to the
      Company until such time as the Subscription is accepted and the
      certificates representing the Shares have been issued to the
      Subscriber.

            


    

    


    
      	
              3.

            	
              Documents Required
      from Subscriber

            


    

    
      	
              3.1

            	
              The
      Subscriber must complete, sign and return to the Company an executed copy
      of this Subscription Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.2

            	
              The
      Subscriber shall complete, sign and return to the Company as soon as
      possible, on request by the Company, any documents, questionnaires,
      notices and undertakings as may be required by regulatory authorities,
      stock exchanges and applicable law.

            


    

    


    
      	
              4.

            	
              Closing

            


    

    
      	
              4.1

            	
              Closing
      of the offering of the Shares (the "Closing") shall occur on or before
      April 1, 2007 or on such other date as may be determined by the Company
      (the "Closing Date").

            


    

    


    
      	
              5.

            	
              Acknowledgements of
      Subscriber

            


    

    
      	
              5.1

            	
               The
      Subscriber acknowledges and agrees
that:

            


    

    
      	
               
      

            	
              a.

            	
              none
      of the Shares have been or will be registered under the 1933 Act, or under
      any state securities or "blue sky" laws of any state of the United States,
      and, unless so registered, may not be offered or sold in the United States
      or, directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act ("Regulation S"), except in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with any applicable state and
      provincial securities laws;

            


    

    
      	
               
      

            	
              b.

            	
              the
      Company has not undertaken, and will have no obligation, to register any
      of the Shares under the 1933 Act or to qualify any of the Shares under any
      state or provincial securities
laws;

            


    

    
      	
               
      

            	
              c.

            	
              the
      Subscriber has received and carefully read this Subscription
      Agreement;

            


    

    
      	
               
      

            	
              d.

            	
              the
      decision to execute this Subscription Agreement and purchase the Shares
      agreed to be purchased hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Company;

            


    

    
      	
               
      

            	
              e.

            	
              by
      execution hereof the Subscriber has waived the need for the Company to
      communicate its acceptance of the purchase of the Shares pursuant to this
      Subscription Agreement;

            


    

    
      	
               
      

            	
              f.

            	
              the
      Company is entitled to rely on the representations and warranties of the
      Subscriber contained in this Subscription Agreement and the Subscriber
      will hold harmless the Company from any loss or damage it or they may
      suffer as a result of the Subscriber's failure to correctly complete this
      Subscription Agreement;

            


    

    
      	
               
      

            	
              g.

            	
              the
      Subscriber will indemnify and hold harmless the Company and, where
      applicable, its respective 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 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 to the Company in
      connection therewith;

            


    

    
      	
               
      

            	
              h.

            	
              the
      Subscriber has been advised to consult his own legal, tax and other
      advisors with respect to the merits and risks of an investment in the
      Shares and with respect to applicable resale restrictions and he is solely
      responsible (and the Company is not in any way responsible) for compliance
      with applicable resale
restrictions;

            


    

    
      	
               
      

            	
              i.

            	
              there
      is no market for the Shares, no market for the Shares may ever exist and
      none of the Shares are listed on any stock exchange or automated dealer
      quotation system and no representation has been made to the Subscriber
      that any of the Shares will become listed on any stock exchange or
      automated dealer quotation system;

            


    

    
      	
               
      

            	
              j.

            	
              neither
      the SEC nor any other securities commission or similar regulatory
      authority has reviewed or passed on the merits of the
    Shares;

            


    

    
      	
               
      

            	
              k.

            	
              no
      documents in connection with the sale of the Shares hereunder have been
      reviewed by the SEC or any state securities
  administrators;

            


    

    
      	
               
      

            	
              l.

            	
              there
      is no government or other insurance covering any of the
      Shares;

            


    

    
      	
               
      

            	
              m.

            	
              the
      issuance and sale of the Shares to the Subscriber will not be completed if
      it would be unlawful or if, in the discretion of the Company acting
      reasonably, it is not in the best interests of the
  Company;

            


    

    
      	
               
      

            	
              n.

            	
              the
      statutory and regulatory basis for the exemption claimed for the offer and
      sale of the Shares, although in technical compliance with Regulation S,
      would not be available if the offering is part of a plan or scheme to
      evade the registration provisions of the 1933 Act;
  and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              o.

            	
              this
      Subscription Agreement is not enforceable by the Subscriber unless it has
      been accepted by the Company.

            


    

    


    
      	
              6.

            	
              Representations,
      Warranties and Covenants of the
  Subscriber

            


    

    
      	
               
      

            	
              6.1

            	
              The
      Subscriber hereby represents and warrants to and covenants with the
      Company (which representations, warranties and covenants shall survive the
      Closing) that:

            


    

    a.        
he is not a U.S. Person;

    
      	
               
      

            	
              b.

            	
              he
      is not acquiring the Shares for the account or benefit of, directly or
      indirectly, any U.S. Person;

            


    

    
      	
               
      

            	
              c.

            	
              he
      is resident in the jurisdiction set out under the heading "Name and
      Address of Subscriber" on the signature page of this Subscription
      Agreement and the sale of the Shares to the Subscriber as contemplated in
      this Subscription Agreement complies with or is exempt from the applicable
      securities legislation of the jurisdiction of residence of the
      Subscriber;

            


    

    
      	
               
      

            	
              d.

            	
              he
      is purchasing the Shares as principal for investment purposes only and not
      with a view to resale or distribution and, in particular, he has no
      intention to distribute, either directly or indirectly, any of the Shares
      in the United States or to U.S.
Persons;

            


    

    
      	
               
      

            	
              e.

            	
              he
      is outside the United States when receiving and executing this
      Subscription Agreement;

            


    

    
      	
               
      

            	
              f.

            	
              he
      is aware that an investment in the Company is speculative and involves
      certain risks, including the possible loss of the entire
      investment;

            


    

    
      	
               
      

            	
              g.

            	
              he
      has made an independent examination and investigation of an investment in
      the Shares and the Company and has depended on the advice of his legal and
      financial advisors and agrees that the Company will not be responsible in
      any way whatsoever for the Subscriber's decision to invest in the Shares
      and the Company;

            


    

    
      	
               
      

            	
              h.

            	
              he
      (i) has adequate net worth and means of providing for his current
      financial needs and possible personal contingencies, (ii) has no need for
      liquidity in this investment, and (iii) is able to bear the economic risks
      of an investment in the Shares for an indefinite period of
      time;

            


    

    
      	
               
      

            	
              i.

            	
              he
      (i) is able to fend for himself in the Subscription; (ii) has such
      knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of his investment in the Shares
      and the Company; and (iii) has the ability to bear the economic risks of
      his prospective investment and can afford the complete loss of such
      investment;

            


    

    
      	
               
      

            	
              j.

            	
              he
      understands and agrees that the Company and others will rely upon the
      truth and accuracy of the acknowledgements, representations and agreements
      contained in this Subscription Agreement and agrees that if any of such
      acknowledgements, representations and agreements are no longer accurate or
      have been breached, he shall promptly notify the
  Company;

            


    

    
      	
               
      

            	
              k.

            	
              he
      has duly executed and delivered this Subscription Agreement and it
      constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber in accordance with its
  terms;

            


    

    
      	
               
      

            	
              l.

            	
              he
      is not an underwriter of, or dealer in, the common shares of the Company,
      nor is the Subscriber participating, pursuant to a contractual agreement
      or otherwise, in the distribution of the
Shares;

            


    

    
      	
               
      

            	
              m.

            	
              he
      understands and agrees that none of the Shares have been registered under
      the 1933 Act, or under any state securities or "blue sky" laws of any
      state of the United States, and, unless so registered, may not be offered
      or sold in the United States or, directly or indirectly, to U.S. Persons
      except in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in each case only in accordance with
      applicable state and provincial securities
laws;

            


    

    
      	
               
      

            	
              n.

            	
              he
      understands and agrees that offers and sales of any of the Shares prior to
      the expiration of a period of one year after the date of original issuance
      of the Shares (the one year period hereinafter referred to as the
      "Distribution Compliance Period") shall only be made in compliance with
      the safe harbor provisions set forth in Regulation S, pursuant to the
      registration provisions of the 1933 Act or an exemption therefrom, and
      that all offers and sales after the Restricted Period shall be made only
      in compliance with the registration provisions of the 1933 Act or an
      exemption therefrom;

            


    

    
      	
               
      

            	
              o.

            	
              he
      understands and agrees not to engage in any hedging transactions involving
      any of the Shares unless such transactions are in compliance with the
      provisions of the 1933 Act;

            


    

    
      	
               
      

            	
              p.

            	
              he
      understands and agrees that the Company will refuse to register any
      transfer of the Shares not made in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act or pursuant to an available exemption from the registration
      requirements of the 1933 Act;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              q.

            	
              if
      he is acquiring the Shares as a fiduciary or agent for one or more
      investor accounts, he has sole investment discretion with respect to each
      such account and he has full power to make the foregoing acknowledgments,
      representations and agreements on behalf of such
  account;

            


    

    
      	
               
      

            	
              r.

            	
              he
      acknowledges that he has not acquired the Shares as a result of, and will
      not himself engage in, any "directed selling efforts" (as defined in
      Regulation S under the 1933 Act) in the United States in respect of any of
      the Shares which would include any activities undertaken for the purpose
      of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of any of the
      Shares; provided, however, that the Subscriber may sell or otherwise
      dispose of any of the Shares pursuant to registration of any of the Shares
      pursuant to the 1933 Act and any applicable state securities laws or under
      an exemption from such registration requirements and as otherwise provided
      herein;

            


    

    
      	
               
      

            	
              s.

            	
              the
      Subscriber is not aware of any advertisement of any of the Shares and is
      not acquiring the Shares as a result of any form of general solicitation
      or general advertising including advertisements, articles, notices or
      other communications published in any newspaper, magazine or similar media
      or broadcast over radio or television, or any seminar or meeting whose
      attendees have been invited by general solicitation or general
      advertising; and

            


    

    
      	
               
      

            	
              t.

            	
              no
      person has made to the Subscriber any written or oral
      representations:

            


    

    
      	
               
      

            	
              i.

            	
              that
      any person will resell or repurchase any of the
  Shares;

            


    

    
      	
               
      

            	
              ii.

            	
              that
      any person will refund the purchase price of any of the
      Shares;

            


    

    
      	
               
      

            	
              iii.

            	
              as
      to the future price or value of any of the Shares;
  or

            


    

    
      	
               
      

            	
              iv.

            	
              that
      any of the Shares will be listed and posted for trading on any stock
      exchange or automated dealer quotation system or that application has been
      made to list and post any of the Shares of the Company on any stock
      exchange or automated dealer quotation
system.

            


    

    


    
      	
              6.2

            	
              In
      this Subscription Agreement, the term "U.S. Person" shall have the meaning
      ascribed thereto in Regulation S.

            


    

     

    
      	
              7.

            	
              Representations
      and Warranties will be Relied Upon by the
  Company

            


    

    
      	
              7.1

            	
              The
      Subscriber acknowledges that the representations and warranties contained
      herein are made by him with the intention that such representations and
      warranties may be relied upon by the Company and its legal counsel in
      determining the Subscriber's eligibility to purchase the Shares under
      applicable securities legislation, or (if applicable) the eligibility of
      others on whose behalf he is contracting hereunder to purchase the Shares
      under applicable securities legislation. The Subscriber further agrees
      that by accepting delivery of the certificates representing the Shares on
      the Closing Date, he will be representing and warranting that the
      representations and warranties contained herein are true and correct as at
      the Closing Date with the same force and effect as if they had been made
      by the Subscriber on the Closing Date and that they will survive the
      purchase by the Subscriber of Shares and will continue in full force and
      effect notwithstanding any subsequent disposition by the Subscriber of
      such Shares.

            


    

     

    
      	
              8.

            	
              Resale
      Restrictions

            


    

    
      	
              8.1

            	
              The
      Subscriber acknowledges that any resale of the Shares will be subject to
      resale restrictions contained in the securities legislation applicable to
      each Subscriber or proposed transferee. The Subscriber acknowledges that
      the Shares have not been registered under the 1933 Act of the securities
      laws of any state of the United States and that the Company does not
      intend to register same under the 1933 Act, or the securities laws of any
      such state and has no obligation to do so. The Shares may not be offered
      or sold in the United States unless registered in accordance with United
      States federal securities laws and all applicable state securities laws or
      exemptions from such registration requirements are
    available.

            


    

     

    
      	
              9.

            	
              Acknowledgement and
      Waiver

            


    

    
      	
              9.1

            	
              The
      Subscriber has acknowledged that the decision to purchase the Shares was
      solely made on the basis of publicly available information. The Subscriber
      hereby waives, to the fullest extent permitted by law, any rights of
      withdrawal, rescission or compensation for damages to which the Subscriber
      might be entitled in connection with the distribution of any of the
      Shares.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              10.

            	
              Legending and
      Registration of Subject
Shares

            


    

    
      	
              10.1

            	
              The
      Subscriber hereby acknowledges that a legend may be placed on the
      certificates representing any of the Shares to the effect that the Shares
      represented by such certificates are subject to a hold period and may not
      be traded until the expiry of such hold period except as permitted by
      applicable securities legislation.

            


    

    


    
      	
              10.2

            	
              The
      Subscriber hereby acknowledges and agrees to the Company making a notation
      on its records or giving instructions to the registrar and transfer agent
      of the Company in order to implement the restrictions on transfer set
      forth and described in this Subscription
  Agreement.

            


    

    


    
      	
              11.

            	
              Costs

            


    

    
      	
              11.1

            	
              The
      Subscriber acknowledges and agrees that all costs and expenses incurred by
      the Subscriber (including any fees and disbursements of any special
      counsel retained by the Subscriber) relating to the purchase of the Shares
      shall be borne by the Subscriber.

            


    

    


    
      	
              12.

            	
              Governing
      Law

            


    

    
      	
              12.1

            	
              This
      Subscription Agreement is governed by the laws of the State of Nevada. The
      Subscriber, in its personal or corporate capacity and, if applicable, on
      behalf of each beneficial purchaser for whom it is acting, irrevocably
      attorns to the jurisdiction of the State of
  Nevada.

            


    

    


    
      	
              13.

            	
              Survival

            


    

    
      	
              13.1

            	
              This
      Subscription Agreement, including without limitation the representations,
      warranties and covenants contained herein, shall survive and continue in
      full force and effect and be binding upon the parties hereto
      notwithstanding the completion of the purchase of the Shares by the
      Subscriber pursuant hereto.

            


    

    


    
      	
              14.

            	
              Assignment

            


    

    
      	
              14.1

            	
              This
      Subscription Agreement is not transferable or
  assignable.

            


    

    


    
      	
              15.

            	
              Execution

            


    

    
      	
              15.1

            	
              The
      Company shall be entitled to rely on delivery by facsimile machine of an
      executed copy of this Subscription Agreement and acceptance by the Company
      of such facsimile copy shall be equally effective to create a valid and
      binding agreement between the Subscriber and the Company in accordance
      with the terms hereof.

            


    

    


    
      	
              16.

            	
              Severability

            


    

    
      	
              16.1

            	
              The
      invalidity or unenforceability of any particular provision of this
      Subscription Agreement shall not affect or limit the validity or
      enforceability of the remaining provisions of this Subscription
      Agreement.

            


    

    


    
      	
              17.

            	
              Entire
      Agreement

            


    

    
      	
              17.1

            	
              Except
      as expressly provided in this Subscription Agreement and in the
      agreements, instruments and other documents contemplated or provided for
      herein, this Subscription Agreement contains the entire agreement between
      the parties with respect to the sale of the Shares and there are no other
      terms, conditions, representations or warranties, whether expressed,
      implied, oral or written, by statute or common law, by the Company or by
      anyone else.

            


    

    


    
      	
              18.

            	
              Notices

            


    

    
      	
              18.1

            	
              All
      notices and other communications hereunder shall be in writing and shall
      be deemed to have been duly given if mailed or transmitted by any standard
      form of telecommunication. Notices to the Subscriber shall be directed to
      the address on page 6 and notices to the Company shall be directed to
      it at SURF A MOVIE SOLUTIONS INC., SUITE 149, 19744 BEACH BOULEVARD,
      HUNTINGTON BEACH, CA, 92648, Attention: The
  TREASURER.

            


    

    


    
      	
              19.

            	
              Counterparts

            


    

    
      	
              19.1

            	
              This
      Subscription Agreement may be executed in any number of counterparts, each
      of which, when so executed and delivered, shall constitute an original and
      all of which together shall constitute one
  instrument.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as
of the date first mentioned above.

    


    The
undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber's purchase of the Shares
as may be required for filing with the appropriate securities commissions and
regulatory authorities.

    


    
      
        
          	 
      
	
                  (Signature)

                


        

      

    

     

    Fadi
Zeidan

    (Name)

     

    3060 Juniper
Dr.

    (Address
of Subscriber)

     

    Corona,
CA

    (City,
Province/State)

     

    USA,
92882

    (Country,
Postal Code)

     

    ACCEPTANCE

     

    The
above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by SURF A MOVIE SOLUTIONS INC.

     

    DATED at
Huntington Beach, CA, USA the 12th day of August 2008.

    


    SURF A
MOVIE SOLUTIONS INC.

    


    
      
        	
                Per:

              	
                  

              
	 
      	
                Authorized
      Signatory