NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS
WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS.



         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.



                            SURFNET MEDIA GROUP, INC.


                            WARRANTS FOR THE PURCHASE
                                       OF
                             SHARES OF COMMON STOCK

NO. W-2                                                         AUGUST 17, 2004

         THIS CERTIFIES that, for value received, TRINITY BUI (together with all
permitted assigns, the "Holder") is entitled to subscribe for, and purchase
from, SURFNET MEDIA GROUP, INC., a Delaware corporation (the "COMPANY"), up to
FIFTY-ONE THOUSAND FOUR HUNDRED SEVENTY (51,470) shares of the Company's common
stock upon the terms and conditions set forth herein, at any time or from time
to time during the period commencing on the date hereof (the "INITIAL EXERCISE
DATE") and terminating at 5:00 p.m., New York City local time, on the fifth
anniversary of the Initial Exercise Date (the "EXERCISE PERIOD"). This Warrant
is exercisable at an exercise price per share equal to $0.60 per share (the
"EXERCISE PRICE"); provided, however, that upon the occurrence of any of the
events specified in Section 5 hereof, the rights granted by this Warrant,
including the number of shares of Common Stock to be received upon such
exercise, shall be adjusted as therein specified.

         This Warrant, together with the warrants issuable upon the transfer
hereof, are hereinafter referred to as the "WARRANTS". Each share of Common
Stock issuable upon the exercise hereof or thereof shall be hereinafter referred
to as a "WARRANT SHARE".

         This Warrant has been issued in accordance with the agreement, dated as
of July 30, 2004 as amended on August 17, 2004 (the "AGREEMENT"), between the
Holder and the Company.




                                      -1-
<PAGE>


         SECTION 1         EXERCISE OF WARRANT.

         This Warrant may be exercised during the Exercise Period, either in
whole or in part, by the surrender of this Warrant (accompanied by the election
form, attached hereto, duly executed) to the Company at its office at 2801 South
Fair Lane, Tempe Arizona 85282-3162, or at such other place as is designated in
writing by the Company, together with a certified or bank cashier's check
payable to the order of the Company in an amount equal to the product of the
Exercise Price and the number of Warrant Shares for which this Warrant is being
exercised.

         SECTION 2         RIGHTS UPON EXERCISE; DELIVERY OF SECURITIES.

                  Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing the Warrant Shares with respect to which
this Warrant was exercised shall not then have been actually delivered to the
Holder. As soon as practicable after each such exercise of this Warrant, the
Company shall issue and deliver to the Holder a certificate or certificates
representing the Warrant Shares issuable upon such exercise, registered in the
name of the Holder or its designee. If this Warrant should be exercised in part
only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a Warrant evidencing the right of the Holder to purchase the
balance of the aggregate number of Warrant Shares purchasable hereunder as to
which this Warrant has not been exercised or assigned.

         SECTION 3         REGISTRATION OF TRANSFER AND EXCHANGE.

                  Any Warrants issued upon the transfer or exercise in part of
this Warrant shall be numbered and shall be registered in a warrant register
(the "WARRANT REGISTER") as they are issued. The Company shall be entitled to
treat the registered holder of any Warrant on the Warrant Register as the owner
in fact thereof for all purposes, and shall not be bound to recognize any
equitable or other claim to, or interest in, such Warrant on the part of any
other person, and shall not be liable for any registration or transfer of
Warrants which are registered or to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith. This Warrant shall be transferable
on the books of the Company only upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment, or authority to transfer. In all
cases of transfer by an attorney, executor, administrator, guardian, or other
legal representative, duly authenticated evidence of his, her, or its authority
shall be produced. Upon any registration of transfer, the Company shall deliver
a new Warrant or Warrants to the person entitled thereto. This Warrant may be
exchanged, at the option of the Holder thereof, for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Warrant Shares (or portions
thereof), upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, neither this Warrant nor the Warrant Shares
issued or issuable upon exercise of this Warrant may be sold, transferred,
assigned, hypothecated or otherwise disposed of without the Holder first
providing the Company with an opinion of counsel reasonably satisfactory to the
Company that such sale, transfer, assignment, hypothecation or other disposal
will be exempt from the registration and prospectus delivery requirements of
applicable federal and state securities laws and regulations. It is expressly
agreed herein that Reitler Brown LLC is a counsel reasonably satisfactory to the
Company.




                                      -2-
<PAGE>


         SECTION 4         RESERVATION OF SHARES.

                  The Company shall at all times reserve and keep available out
of its authorized and unissued Common Stock, solely for the purpose of providing
for the exercise of the Warrants, such number of shares of Common Stock as
shall, from time to time, be sufficient therefor. The Company represents that
all shares of Common Stock issuable upon exercise of this Warrant are duly
authorized and, upon receipt by the Company of the full payment for such Warrant
Shares, will be validly issued, fully paid, and nonassessable, without any
personal liability attaching to the ownership thereof and will not be issued in
violation of any preemptive or similar rights of stockholders.

         SECTION 5         ANTIDILUTION.

                  (a) (i) If, while this Warrant is outstanding, the Company
effects a subdivision of the outstanding Common Stock, the Exercise Price then
in effect shall be proportionately decreased and the number of Warrant Shares
issuable upon exercise of this Warrant shall be increased in proportion to such
increase of outstanding Common Stock, and conversely, if, while this Warrant is
outstanding, the Company combines the outstanding Common Stock, the Exercise
Price then in effect shall be proportionately increased and the number of
Warrant Shares issuable upon exercise of this Warrant shall be decreased in
proportion to such decrease in outstanding Common Stock. Any adjustment under
this Section 5(a) shall become effective as of the record date for such event.
For purposes of this Section 5(a), a stock dividend shall be considered a stock
split.

                           (ii) In the event that that Company shall at any time
after the date hereof issue any shares of Common Stock such that the number of
issued and outstanding shares of Common Stock shall exceed 12,000,000 (subject
to adjustments for stock splits, stock dividends, reverse stock splits, and
reclassifications, but excluding any shares issued or issuable (i) upon exercise
of the Warrants or upon conversion of the Notes (as such terms are defined in
the Agreement) or (ii) upon exercise of warrants convertible into up to 382,356
shares of Common Stock or upon the conversion of up to $260,000 aggregate
principal amount promissory notes into up to 1,529,412 shares of Common Stock
(the foregoing adjustments and exclusions hereinafter referred to as the
"Adjustments")),, then, in each case, the Exercise Price theretofore in effect
shall be adjusted so that it shall equal the product of (X) multiplied by (Y),
where (X) equals the Exercise Price theretofore in effect and where (Y) equals a
fraction, the numerator of which is 12,000,000 (subject to the Adjustments), and
the denominator of which is the number of shares of Common Stock issued and
outstanding, provided that such denominator exceeds 12,000,000 (subject to the
Adjustments).

                           (iii) Simultaneous with any such adjustment, the
number of Warrant Shares issuable upon exercise of this Warrant shall be
adjusted to equal the quotient of (A) divided by (B), where (A) equals the
product of the number of Warrant Shares issuable upon the exercise of this
Warrant immediately prior thereto multiplied by the Exercise Price per Warrant
Share in effect immediately prior thereto, and where (B) equals the Exercise
Price, as adjusted.




                                      -3-
<PAGE>


                  (b) All calculations under this Section 5 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.

                  (c) In any case in which this Section 5 shall require that an
adjustment in the number of Warrant Shares be made effective as of a record date
for a specified event, the Company may elect to defer, until the occurrence of
such event, issuing to the Holder, if the Holder exercised this Warrant after
such record date, the Warrant Shares, if any, issuable upon such exercise over
and above the number of Warrant Shares issuable upon such exercise on the basis
of the number of shares of Common Stock in effect prior to such adjustment;
provided, however, that the Company shall deliver to the Holder a due bill or
other appropriate instrument evidencing the Holder's right to receive such
additional shares of Common Stock upon the occurrence of the event requiring
such adjustment.

                  (d) Whenever there shall be an adjustment as provided in this
Section 5, the Company shall within 15 days thereafter cause written notice
thereof to be sent by registered mail, postage prepaid, to the Holder, at its
address as it shall appear in the Warrant Register, which notice shall be
accompanied by an officer's certificate setting forth the number of Warrant
Shares issuable and the Exercise Price thereof after such adjustment and setting
forth a brief statement of the facts requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.

                  (e) The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise
of this Warrant. If any fraction of a share of Common Stock would be issuable on
the exercise of this Warrant (or specified portions thereof), the Company shall
pay lieu of such fraction an amount in cash equal to the same fraction of the
current market price on the date of exercise of this Warrant.

                  (f) No adjustment in the Exercise Price per Warrant Share
shall be required if such adjustment is less than $.001; provided, however, that
any adjustments which by reason of this Section 5 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.

         SECTION 6         RECLASSIFICATION; REORGANIZATION; MERGER.

(a) In case of any capital reorganization, other than in the cases referred to
in Section 5(a) hereof, or the consolidation or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification of the outstanding shares of Common Stock or the conversion of
such outstanding shares of Common Stock into shares of other stock or other
securities or property), or in the case of any sale, lease, or conveyance to
another corporation of the property and assets of any nature of the Company as
an entirety or substantially as an entirety (such actions being hereinafter
collectively referred to as "REORGANIZATIONS"), there shall thereafter be
deliverable upon exercise of this Warrant (in lieu of the number of Warrant





                                      -4-
<PAGE>

Shares theretofore deliverable) the number of shares of stock or other
securities or property to which a holder of the respective number of Warrant
Shares which would otherwise have been deliverable upon the exercise of this
Warrant would have been entitled upon such Reorganization if this Warrant had
been exercised in full immediately prior to such Reorganization. In case of any
Reorganization, appropriate adjustment, as determined in good faith by the Board
of Directors of the Company, shall be made in the application of the provisions
herein set forth with respect to the rights and interests of the Holder so that
the provisions set forth herein shall thereafter be applicable, as nearly as
possible, in relation to any shares or other property thereafter deliverable
upon exercise of this Warrant. Any such adjustment shall be made by, and set
forth in, a supplemental agreement between the Company, or any successor
thereto, and the Holder, with respect to this Warrant, and shall for all
purposes hereof conclusively be deemed to be an appropriate adjustment. In the
event of sale, lease, or conveyance or other transfer of all or substantially
all of the assets of the Company as part of a plan for liquidation of the
Company, all rights to exercise this Warrant shall terminate 30 days after the
Company gives written notice to the Holder that such sale or conveyance or other
transfer has been consummated.

                  (b) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from a specified par value to no par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination, but including any change
in the shares into two or more classes or series of shares), the Holder or
holders of this Warrant shall have the right thereafter to receive upon exercise
of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof receivable upon such
reclassification, change, consolidation, or merger by a holder of the number of
Warrant Shares for which this Warrant might have been exercised immediately
prior to such reclassification, change, consolidation, or merger. Thereafter,
appropriate provision shall be made for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 5.

                  (c) The above provisions of this Section 6 shall similarly
apply to successive reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales, leases, or conveyances.

         SECTION 7         NOTICE OF CERTAIN EVENTS.

                  In case at any time the Company shall propose:

         (a) to pay any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends which are not in a greater amount per share
than the most recent such cash dividend) to all holders of Common Stock; or




                                      -5-
<PAGE>


         (b) to issue any rights, warrants, or other securities to all holders
of Common Stock entitling them to purchase any additional shares of Common Stock
or any other rights, warrants, or other securities; or

         (c) to effect any reclassification or change of outstanding shares of
Common Stock or any consolidation, merger, sale, lease, or conveyance of
property, as described in Section 6; or

         (d) to effect any liquidation, dissolution, or winding-up of the
Company; or

         (e) to take any other action which would cause an adjustment to the
Exercise Price per Warrant Share;

then, and in any one or more of such cases, the Company shall give written
notice thereof by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 10
days prior to: (i) the date as of which the holders of record of shares of
Common Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined; (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up; or (iii) the date of such action which would require
an adjustment to the Exercise Price per Warrant Share.

         SECTION 8         CHARGES AND TAXES.

                  The issuance of any shares or other securities upon the
exercise of this Warrant and the delivery of certificates or other instruments
representing such shares or other securities shall be made without charge to the
Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         SECTION 9         PERIODIC REPORTS.

                  The Company agrees that until all the Warrant Shares shall
have been sold pursuant to Rule 144 under the Securities Act or a Registration
Statement under the Securities Act, it shall use best efforts to keep current in
filing all reports, statements, and other materials required to be filed with
the Commission to permit holders of the Warrant Shares to sell such securities
under Rule 144 under the Securities Act.




                                      -6-
<PAGE>


         SECTION 10        LEGEND.

                  Until sold pursuant to the provisions of Rule 144 or otherwise
registered under the Securities Act, the Warrant Shares issued on exercise of
the Warrants shall be subject to a stop transfer order and the certificate or
certificates representing the Warrant Shares shall bear the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1)
A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS.

         SECTION 11        LOSS; THEFT; DESTRUCTION; MUTILATION.

                  Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction, or mutilation of any Warrant (and upon surrender of
any Warrant if mutilated), and upon receipt by the Company of reasonably
satisfactory indemnification, the Company shall execute and deliver to the
Holder thereof a new Warrant of like date, tenor, and denomination.

         SECTION 12        STOCKHOLDER RIGHTS.

                  The Holder of any Warrant shall not have, solely on account of
such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company, except as provided in this Warrant.

         SECTION 14        GOVERNING LAW.

         This Warrant shall be construed in accordance with the laws of the
State of New York applicable to contracts made and performed within such State,
without regard to principles of conflicts of law. The parties hereby consent to
and irrevocably submit to personal jurisdiction over each of them by the Courts
of the State of New York in any action or proceeding, irrevocably waive trial by
jury and personal service of any and all process and specifically consent that
in any such action or proceeding, any service of process may be effectuated upon
any of them by certified mail, return receipt requested, in accordance with the
provisions of Section 15 of this Warrant.






                                      -7-
<PAGE>


         SECTION 15        NOTICE

         Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail or similar overnight
delivery or courier service or delivered (in person or by telecopy, telex or
similar telecommunications equipment) against receipt to the party to whom it is
to be given, (i) if to the Company, at its address, 2801 South Fair Lane, Tempe,
Arizona 85282-3162, Attention: President, (ii) if to the Holder, at its address
set forth on the first page hereof, or (iii) in either case, to such other
address as the party shall have furnished in writing in accordance with the
provisions of this Section 15. Notice to the estate of any party shall be
sufficient if addressed to the party as provided in this Section 15. Any notice
or other communication given by certified mail shall be deemed given at the time
of certification thereof, except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof. Any notice given by other
means permitted by this Section 15 shall be deemed given at the time of receipt
thereof.


         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first above written.

                                                  SURFNET MEDIA GROUP, INC.


                                            /s/ Robert Arkin
                                            BY: __________________________
                                                   ROBERT ARKIN
                                                   CHAIRMAN














                                      -8-
<PAGE>



                                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
        FOR VALUE RECEIVED, ______________________ hereby sells,
assigns, and transfers unto _________________ a Warrant to purchase __________
shares of Common Stock of SurfNet Media Group, Inc., a Delaware corporation (the
"COMPANY"), and does hereby irrevocably constitute and appoint ___________
attorney to transfer such Warrant on the books of the Company, with full power
of substitution.

Dated: _________________

                                                     Signature__________________

                                                     NOTICE
         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.














                                      -9-
<PAGE>




                                              ELECTION TO EXERCISE

To:      SurfNet Media Group, Inc.



         The undersigned hereby exercises his, her, or its rights to purchase
shares of Common Stock (the "COMMON STOCK"), of SurfNet Media, Inc., a Delaware
corporation (the "COMPANY"), covered by the within Warrant and tenders payment
herewith in the amount of $_____ in accordance with the terms thereof, and
requests that certificates for the securities constituting such shares of Common
Stock be issued in the name of, and delivered to:








     (Print Name, Address, and Social Security or Tax Identification Number)

and, if such number of shares of Common Stock shall not constitute all such
shares of Common Stock covered by the within Warrant, that a new Warrant for the
balance of the shares of Common Stock covered by the within Warrant shall be
registered in the name of, and delivered to, the undersigned at the address
stated below.


Dated: __________________                   Name________________________
                                                         (Print)

Address:



                                                 ------------------------
                                                          (Signature)













                                      -10-
<PAGE>