[GRAPHIC OMITTED][GRAPHIC OMITTED]
          2801 SOUTH FAIR LANE o SUITE 101 o TEMPE, ARIZONA 85282-3162
       VOICE: 602.426.7200 o TOLL FREE: 866.281.8624 o FAX: 602.426.7201
                              www.surfnetmedia.com




August 25, 2004



Pamplona Capital Inc.
8704 Standish Road
Alexandria, VA  22308
Attention:  Peyton Jackson

Dear Mr. Jackson:

This confirms the basis upon which SurfNet Media Group, Inc. has engaged you, on
a nonexclusive basis, to provide investor and public relations services
commencing on today's date (the "Services"). You will determine the method,
details and means of performing the Services.

FEES AND EXPENSES

SurfNet will pay you for the Services a fee of $1,000 per month payable monthly
in advance on the first day of each month. In addition, SurfNet will issue a
warrant entitling you to acquire 207,000 shares of SurfNet's common stock in
accordance with the terms of the Warrant Agreement attached hereto as Exhibit A.

In addition to any fees payable to you hereunder, SurfNet will from time to
time, upon request, reimburse you for reasonable travel and other out-of-pocket
expenses incurred in connection with this Agreement. Any fees and/or
disbursements individually or in the aggregate in excess of one hundred dollars
($100.00) per month must be approved in advance by the written consent of a duly
authorized SurfNet officer.

INDEPENDENT CONTRACTOR STATUS

You are an independent contractor of SurfNet. You are not an employee of SurfNet
and are not entitled to paid vacation days, sick days, holidays or any other
benefits provided to SurfNet employees. SurfNet will not withhold or accrue
income, social security, statutory insurance or other taxes or amounts for your
benefit or on your behalf.



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Peyton Jackson
August 25, 2004
Page 2

SCOPE OF RESPONSIBILITY

You do have authority to create any contract or obligation, express or implied,
on behalf of, in the name of, or binding upon SurfNet, or otherwise represent
that SurfNet is in any way responsible for your acts or omissions.

You are not liable to SurfNet or to any other person claiming through SurfNet
for any claim, loss, damage, liability, cost or expense suffered by SurfNet or
any such other person arising out of or related to the Services except for a
claim, loss or expense that arises primarily out of or is based primarily upon
your action or failure to act, other than an action or failure to act undertaken
at the request or with the consent of SurfNet, found in a final judicial
determination (or a settlement tantamount thereto) to constitute bad faith,
willful misconduct or gross negligence on your part.

CONFIDENTIALITY

SurfNet will reveal to you certain proprietary information which might include,
without limitation, information pertaining to proprietary software applications,
acquisition targets, business operations and integration strategies, capital
structure, financing sources, and sales and marketing strategies, from which
SurfNet might derive economic value, actual or potential, from such information
not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use, and which is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy. This proprietary information is
hereinafter referred to collectively as the "Protected Information." As a
condition to SurfNet sharing with you, whether in writing or orally, any
Protected Information, you hereby acknowledge and agree with SurfNet as follows:

(a)    The Protected Information, whether now or hereafter furnished to you in
       whole or in part, is confidential.

(b)    SurfNet's business and prospects could be damaged if its Protected
       Information is disclosed to third parties without SurfNet's consent.

(c)    You will keep confidential and refrain from disclosing or divulging to
       any person SurfNet's Protected Information without SurfNet's prior
       written consent (other than disclosures to your agents, representatives
       or employees who will be bound by the terms of this Agreement and advised
       that SurfNet's Protected Information must be treated as confidential).

(d)    You will not use SurfNet's Protected Information (nor permit the use
       thereof) in a manner or for a purpose detrimental to SurfNet's business.




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Peyton Jackson
August 25, 2004
Page 3



Your obligation of confidentiality with respect to Protected Information which
constitutes trade secrets under the Uniform Trade Secrets Act (or other similar
applicable law) will run for as long as such information remains a trade secret.
Your obligation of confidentiality with respect to Protected Information that is
not covered under the Uniform Trade Secrets Act (or other similar applicable
law), will run for two (2) years from the date we terminate our relationship.

Wrongful disclosure or use of Protected Information in contravention of the
provisions of this Agreement will give rise to irreparable injuries not
adequately compensable in damages. In the event that preliminary injunctive
relief to maintain the status quo is required, such relief may be sought by
SurfNet from any court of competent jurisdiction, and you agree to be bound by
any and all orders rendered by such court.

GOVERNING LAW; JURISDICTION

This Agreement will be deemed to have been executed in the State of Arizona and
will be governed and construed as to both substantive and procedural matters in
accordance with the laws of the State of Arizona, but excepting any State of
Arizona rule which would result in the application of the law of a jurisdiction
other than the State of Arizona. Any dispute arising from this Agreement must be
filed in the county in which the principal office of SurfNet is located.

MISCELLANEOUS

Nothing in this Agreement is intended to obligate or commit you or any of your
affiliates to provide any services other than as set out above. This Agreement
may be executed in two or more counterparts, all of which together will be
considered a single instrument. This Agreement, together with the Warrant
Agreement, constitutes the entire agreement between the parties, and supersedes
all prior agreements and understandings (both written and oral) of the parties
hereto with respect to the subject matter hereof, and cannot be amended or
otherwise modified except in writing executed by the parties hereto. The
provisions hereof will inure to the benefit of and be binding upon the
successors and assigns of SurfNet. You may not assign your obligations or rights
pursuant to this Agreement without the prior written consent of SurfNet. No
failure or delay by SurfNet in exercising any right, power or privilege
hereunder will operate as a waiver thereof nor will any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege.

You have been advised that the party who drafted this Agreement on behalf of
SurfNet is a licensed attorney, that he is representing SurfNet's interests only
and that you have been urged to retain legal counsel to advise you.



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Peyton Jackson
August 25, 2004
Page 4




If you are in agreement with the foregoing, please sign and return the attached
copy of this Agreement, whereupon this Agreement will become effective upon
approval by SurfNet's Board of Directors. This engagement is terminable
immediately upon written notice by either party at any time after October 31,
2004.

Very truly yours,

SURFNET MEDIA GROUP, INC.


         /s/ Robert D. Arkin
By:_________________________
      Robert D. Arkin, Chairman


Accepted and agreed:

PAMPLONA CAPITAL INC.


         /s/ Peyton Jackson
By: ____________________________
     Peyton Jackson
     Title: ______________________

















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