SUPPLEMENT
      NO. 1 TO SUBSCRIPTION AGREEMENT

    


    
      	
              To:
                

            	
              Surfect
                Holdings, Inc.

            


    

    1800
      West
      Broadway Road

    Tempe,
      Arizona 85282

    Fax:
      (480) 968-6083

    Attn: Anthony
      Maffia,

    Chief
      Financial Officer

    


    This
      Supplement No. 1 to Subscription Agreement (this “Supplement”),
      dated
      December 4, 2007, amends and supplements certain information contained in the
      Subscription Agreement (“Subscription
      Agreement”)
      of
      Surfect Holdings, Inc., a Delaware corporation (the “Company”)
      in
      connection with the offer to purchase dated as of November 30, 2007. Each
      purchaser identified on the signature page to this Supplement (the “Subscriber”)
      is
      requested to (i) acknowledge and reconfirm its investment in the Company’s
      private offering of up to 150 Units at a purchase price of $20,000 per Unit
      up
      to a maximum offering amount of $3,000,000 (the “Offering”)
      and
      (ii) notwithstanding anything to the contrary in the Subscription Agreement,
      agree to the Offering terms as modified or supplemented below. Each capitalized
      term used herein and not otherwise defined shall have the meaning ascribed
      to
      such term in the Subscription Agreement. 

     

    Please
      read this Supplement carefully. Any statement contained in the Subscription
      Agreement will be deemed to be modified and superseded to the extent set forth
      herein and supplemented hereby. All other terms, provisions, representations,
      warranties and covenants in the Subscription Agreement not modified or
      supplemented hereby shall remain in full force and effect.

     

    1. OFFERING

     

    Each
      Unit
      shall consist of (i) 500,000 shares of the Company’s common stock, $0.0001 par
      value per share (the “Shares”)
      ($0.04
      per Share) ( “Purchase
      Price”)
      and
      (ii) a five-year warrant to purchase an aggregate of 500,000 Shares
      (“Warrant
      Shares”)
      at
      $0.08 per share (the “Warrant”).
      The
      Warrant to be issued to the purchasers and placement agents in the Offering
      shall be in such form as has been distributed with this Agreement.

     

    2. REGISTRATION
      RIGHTS

     

    (a) The
      Company shall prepare and file a registration statement (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (“SEC”)
      covering the resale of the Shares and Warrant Shares no later than January
      25,
      2008. The Company shall use its best efforts to have the Registration Statement
      declared effective by the SEC no later than 60 days after the the date of
      filing. The registration rights agreement will be in such form as has been
      distributed with this Agreement, including, a 1% per month penalty applied
      to
      late filing or effectiveness of the Registration Statement, subject to certain
      limitations and the specific terms of the registration rights
      agreement.

     

    3. PLACEMENT
      AGENT FEES

     

    The
      Company has agreed to placement agent fees payable to Westminster Securities
      Corporation (“Westminster”)
      at the
      closing of the Offering in the amount of 7% of the gross proceeds of the
      Offering payable in cash, plus five-year warrants in an amount equal to 7%
      of
      the Shares issuable upon the sale of Units (including upon conversion of
      warrants) in the Offering, In the event that Westminster re-allows a portion
      of
      its cash and warrants commission to other placement agents, it shall be issued
      additional warrants in an amount that will be equal to a total of 9% of the
      Shares issuable upon the sale of Units (including upon conversion of Warrants)
      in the Offering as compensation. In addition, the Company may issue to certain
      placement agents utilized in connection with the Company’s recently completed
      offering of bridge loans certain additional Shares as consideration for
      assistance with such offering and waivers obtained from bridge loan holders.
      

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    4. BRIDGE
      WAIVERS

     

    The
      Company has agreed to the conversion of approximately $1,045,000 of outstanding
      senior secured bridge loans in connection with the waiver of defaults and
      certain consents, and the redemption of approximately $755,000 of such senior
      secured bridge loans upon payment of $566,250 to the holder thereof, on November
      30, 2007, which shall constitute use of proceeds of the Offering. In addition,
      the Company has authorized and agreed to the issuance of 5,000,000 Shares to
      the
      bridge loan holders for their waivers and consents.

     

    5. INITIAL
      CLOSING

     

    On
      November 30, 2007, the Company conducted an initial closing on the sale of
      $860,000 of Units, which Units will be issued on the basis of the terms set
      forth in this Supplement No. 1 to the Subscription Agreement dated as of
      November 30, 2007.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    To:
      All Recipients of the Subscription Document

     

    Each
      recipient of this Supplement
      No. 1 to
      Subscription Agreement, which supplements the Subscription Agreement of Surfect
      Holdings, Inc. (the “Company”) dated as of November 30, 2007, who has subscribed
      for Units must sign the Acknowledgment and Reconfirmation below and indicate
      its
      choice to: (A) confirm its subscription and agree to the terms of investment;
      (B) modify its subscription and agree to the terms of investment; or (C) no
      longer participate in this Offering.

     

    The
      Company will raise, on a “best efforts” basis, a maximum of $3,000,000 of gross
      proceeds in the Offering. 

     

    ACKNOWLEDGMENT
      AND RECONFIRMATION

     

    The
      undersigned investor has reviewed this Supplement, dated December 3, 2007,
      of
      the Company. By initialing in the space provided below, the undersigned elects
      to:

     

     

    A.
       _____
      reconfirm subscription for Units in the Offering.

     

    B.
 _____
      modify the prior subscription for Units, as set forth below:

     

     

    Number
      of Units Subscribed: _______ Units; Total Purchase Price: $_________ (# Units
      x
      $20,000)

     

    C. _____
      no
      longer participate in this Offering. Please return my subscription as promptly
      as possible (without interest). I understand that I will have no right to claim
      that I was entitled to the purchase of any Units or other securities of the
      Company if I elect this choice.

     

    
      	
              FOR
                INDIVIDUAL SUBSCRIBERS

            	
              FOR
                CORPORATE, PARTNERSHIP, LLC OR TRUST SUBSCRIBERS

            
	
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              Signature

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              Name
                of Subscriber [Please Print]

              _______________________________

              Signature

            	
              ____________________________________

                  Name
                of Subscriber [Please Print]

               

              By: _______________________________________

                Signature

               

              _____________________________________

               

              _____________________________________

                  
                Name and Title of Authorized Signatory 

                           
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              DATE
                AND PLACE OF EXECUTION

            
	 
	
              Date:

               

              ______________________________________

            	
              Place:

               

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