THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
      MAY
      NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
      REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS
      THE
      ISSUER HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
      SATISFACTORY TO THE ISSUER AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
      REQUIRED. 

     

    SURFECT
      HOLDINGS, INC.

     

    PROMISSORY
      NOTE

    (non-negotiable)

     

    
      	
              $__________

            	
              _______________,
                2007

            


    

    


    FOR
      VALUE
      RECEIVED Surfect Holdings, Inc., a Delaware corporation (the “Company”),
      promises to pay to ______________ (the “Holder”),
      the
      principal amount of _____________________ ($__________), together with interest
      in arrears on then unpaid principal balance from the date hereof at a rate
      equal
      to twelve percent (12%) per annum. Interest shall be calculated on the basis
      of
      a year of 365 days. 

     

    1. Maturity.
      Unless
      earlier converted pursuant to Section 4 hereof, all unpaid principal, together
      with any then accrued but unpaid interest and any other amounts payable
      hereunder, shall be due and payable on January 28, 2008.

     

    The
      following is a statement of the rights of the Holder of this Note and the
      conditions to which this Note is subject, and to which the Holder, by the
      acceptance of this Note, agrees:

     

    2. Event
      of Default.

     

    (a) For
      purposes of this Note, an “Event
      of Default”
      means:

     

    (i) the
      Company shall default in the payment of interest and/or principal on this Note
      and such default shall continue for ten (10) business days after the due date
      thereof; or

     

    (ii) the
      Company shall (1) become insolvent; (2) admit in writing its inability to pay
      its debts generally as they mature; (3) make an assignment for the benefit
      of
      creditors or commence proceedings for its dissolution; or (4) apply for or
      consent to the appointment of a trustee, liquidator or receiver for it or for
      a
      substantial part of its property or business; or


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii) a
      trustee, liquidator or receiver shall be appointed for the Company or for a
      substantial part of its property or business without its consent and shall
      not
      be discharged within thirty (30) days after such appointment; or

     

    (iv) any
      governmental agency or any court of competent jurisdiction at the insistence
      of
      any governmental agency shall assume custody or control of the whole or any
      substantial portion of the properties or assets of the Company and shall not
      be
      dismissed within thirty (30) days thereafter; or

     

    (v) bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings,
      or
      relief under any bankruptcy law or any law for the relief of debt shall be
      instituted by or against the Company and, if instituted against the Company
      shall not be dismissed within thirty (30) days after such institution, or the
      Company shall by any action or answer approve of, consent to, or acquiesce
      in
      any such proceedings or admit to any material allegations of, or default in
      answering a petition filed in any such proceeding; or

     

    (b) Upon
      the
      occurrence of an Event of Default, the entire indebtedness with accrued interest
      thereon due under this Note shall, at the option of the Holder, be immediately
      due and payable without notice. Failure to exercise such option shall not
      constitute a waiver of the right to exercise the same in the event of any
      subsequent Event of Default.

     

    3. Prepayment.
      The
      Company may, without premium or penalty, at any time from time to time, prepay
      all or any portion of the outstanding principal balance due under this Note,
      provided that each such prepayment is accompanied by accrued interest on the
      amount of principal prepaid calculated to the date of such prepayment, provided
      the Holder consents in writing to such prepayment.

     

    4. Mandatory
      Conversion.
      Upon
      the closing of any future equity financing of the Company of at least $1,500,000
      (a “Financing”)
      all
      unpaid principal and accrued but unpaid interest hereunder shall automatically
      convert into the same securities offered in the Financing; provided that the
      holder shall purchase such securities at a 50% discount to the offering price
      in
      the Financing.

     

    5. Miscellaneous.

     

    (a) Loss,
      Theft, Destruction or Mutilation of Note.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Note and, in the case of loss, theft or
      destruction, delivery of an indemnity agreement reasonably satisfactory in
      form
      and substance to the Company or, in the case of mutilation, on surrender and
      cancellation of this Note, the Company shall execute and deliver, in lieu of
      this Note, a new note executed in the same manner as this Note, in the same
      principal amount as the unpaid principal amount of this Note and dated the
      date
      to which interest shall have been paid on this Note or, if no interest shall
      have yet been so paid, dated the date of this Note.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b) Payment.
      All
      payments under this Note shall be made in lawful tender of the United
      States.

     

    (c) Waivers.
      The
      Company hereby waives notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.

     

    (d) Usury.
      In the
      event that any interest paid on this Note is deemed to be in excess of the
      then
      legal maximum rate, then that portion of the interest payment representing
      an
      amount in excess of the then legal maximum rate shall be deemed a payment of
      principal and applied against the principal of this Note.

     

    (e) Waiver
      and Amendment.
      Any
      provision of this Note may be amended, waived or modified only by an instrument
      in writing signed by the party against which enforcement of the same is
      sought.

     

    (f) Expenses;
      Attorneys’ Fees.
      If
      action is instituted to enforce or collect this Note, the Company promises
      to
      pay all reasonable costs and expenses, including, without limitation, reasonable
      attorneys’ fees and costs, incurred by the Holder in connection with such
      action.

     

    (g) Successors
      and Assigns.
      This
      Note may be assigned or transferred by the Holder. Subject to the preceding
      sentence, the rights and obligations of the Company and the Holder of this
      Note
      shall be binding upon and benefit the successors, permitted assigns, heirs,
      administrators and permitted transferees of the parties.

     

    (h) Governing
      Law; Jurisdiction.
      THIS
      NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
      OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS.
      EACH PARTY HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL
      OR STATE COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY CLAIM OR
      CONTROVERSY RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS
      NOTE.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Note to be executed as of the
      date
      first above written by its duly authorized officer.

     

    
      	
              SURFECT
                HOLDINGS, INC.

            
	 
	
              By:

            	 
	 	
              Name:  
                Steven Anderson

            
	 	
              Title:    
                President and CEO

            


    


    
      
         

      

      
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