REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      made as of December ___, 2007, among Surfect Holdings, Inc., a Delaware
      corporation (the “Company”),
      and
      the individuals and entities listed on Schedule
      A
      hereto
      (each, an “Investor”
and
      collectively, the “Investors”).

     

    R
      E C I T A L S

     

    WHEREAS,
      the Company and the Investors are parties to various Subscription Agreements
      (the “Subscription
      Agreements”);

     

    WHEREAS,
      the Investors’ obligations under the Subscription Agreements are conditioned
      upon certain registration rights under the Securities Act of 1933, as amended
      (the “Securities
      Act”),
      as
      described in the Subscription Agreements; and

     

    WHEREAS,
      the Investors and the Company desire to provide for the rights of registration
      under the Securities Act as are provided herein upon the execution and delivery
      of this Agreement by such Investors and the Company.

     

    NOW,
      THEREFORE, in consideration of the promises, covenants and conditions set forth
      herein, the parties hereto hereby agree as follows:

     

    1. Registration
      Rights.

     

    1.1 Definitions.
      As used
      in this Agreement, the following terms shall have the meanings set forth
      below:

     

    (a) “Commission”
means
      the United States Securities and Exchange Commission.

     

    (b) “Common
      Stock”
means
      the Company’s common stock, par value $0.0001 per share.

     

    (c) “Closing
      Date”
means
      the date on which the closing of the transactions contemplated by the
      Subscription Agreements occurs.

     

    (d) “Effectiveness
      Date”
means
      the 60th
      day
      following the Filing Date.

     

    (e) “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    (f) “Fair
      Market Value”
means
      the average of the high and low prices of publicly traded shares of Common
      Stock, rounded to the nearest cent, on the principal national securities
      exchange on which shares of Common Stock are listed (if the shares of Common
      Stock are so listed), or on The NASDAQ Capital Market (if the shares of Common
      Stock are regularly quoted on the Nasdaq Stock Market), or, if not so listed
      or
      regularly quoted, the mean between the closing bid and asked prices of publicly
      traded shares of Common Stock in the over-the-counter market, or, if such bid
      and asked prices shall not be available, as reported by any nationally
      recognized quotation service selected by the Company, or as determined by the
      Board of Directors of the Company in a manner consistent with the provisions
      of
      the Internal Revenue Code of 1986, as amended.

     

    
      
        
        

      

      
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    (g) “Filing
      Date”
means,
      with respect to the initial registration statement required to be filed
      hereunder, January 25, 2008.

     

    (h) “Investor”
means
      any person owning Registrable Securities.

     

    (i) The
      terms
“register,”
      “registered”
and
      “registration”
refer
      to a registration effected by preparing and filing a registration statement
      or
      similar document in compliance with the Securities Act, and the declaration
      or
      ordering of effectiveness of such registration statement or
      document.

     

    (j) “Registrable
      Securities”
means
      any of the Shares or any securities issued or issuable as (or any securities
      issued or issuable upon the conversion or exercise of any warrant, right or
      other security that is issued as) a dividend or other distribution with respect
      to, or in exchange for, or in replacement of, the Shares; provided,
      however,
      that
      Registrable Securities shall not include any securities of the Company that
      have
      previously been registered or which have been sold to the public either pursuant
      to a registration statement or Rule 144, or which have been sold in a private
      transaction in which the transferor’s rights under this Section 1 are not
      assigned, or which may be sold immediately without registration under the
      Securities Act and without volume restrictions pursuant to Rule
      144(k).

     

    (k) “Rule
      144”
means
      Rule 144 as promulgated by the Commission under the Securities Act, as such
      Rule
      may be amended from time to time, or any similar successor rule that may be
      promulgated by the Commission.

     

    (l) “Shares”
means
      the shares of the Common Stock issued pursuant to the Subscription Agreements
      and issuable upon exercise of the Warrants.

     

    (m) “Warrants”
means
      the warrants to purchase Common Stock issued pursuant to the Subscription
      Agreements.

     

    1.2 Company
      Registration.

     

    (a) On
      or
      prior to the Filing Date the Company shall prepare and file with the Commission
      a registration statement covering the Registrable Securities for an offering
      to
      be made on a continuous basis pursuant to Rule 415. The registration statement
      shall be on Form SB-2 or Form S-3 (except if the Company is not then eligible
      to
      register for resale the Registrable Securities on Form SB-2 or Form S-3, in
      which case such registration shall be on another appropriate form in accordance
      herewith). The Company shall cause the registration statement to become
      effective and remain effective as provided herein. The Company shall use its
      best efforts to cause the registration statement to be declared effective under
      the Securities Act as promptly as possible after the filing thereof, but in
      any
      event no later than the Effectiveness Date. The Company shall use its best
      efforts to keep the registration statement continuously effective under the
      Securities Act until the date which is the earliest to occur of: (i) the date
      that all securities are eligible to be resold pursuant to Rule 144(k), (ii)
      the
      date that is 18 months after the date hereof or (iii) the date of which all
      Registrable Securities have been sold (the “Effectiveness
      Period”).

     

    
      
        
        

      

      
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    (b) If:
      (i)
      the registration statement is not filed on or prior to the Filing Date; or
      (ii)
      the Company fails to cause the registration statement to be declared effective
      by the Effectiveness Date (any such failure or breach being referred to as
      an
“Event,”
and
      the date on which such Event occurs being referred to as the “Event
      Date”),
      then,
      until the applicable Event is cured, the Company shall pay to each Investor,
      in
      cash, or in Common Stock at Fair Market Value at the Company’s option, as
      liquidated damages and not as a penalty, an amount equal to 1.0% of the
      aggregate purchase price paid by such Investor pursuant to the Subscription
      Agreement executed by such Investor for each thirty (30) day period (prorated
      for partial periods), up to a maximum of 10%, during which such Event continues
      uncured. While such Event continues, such liquidated damages shall be paid
      not
      less often than every thirty (30) days. Any unpaid liquidated damages as of
      the
      date when an Event has been cured by the Company shall be paid within three
      (3)
      business days following the date on which such Event has been cured by the
      Company. Notwithstanding anything herein to the contrary, to the extent that
      the
      registration of any or all of the Registrable Securities by the Company on
      a
      registration statement is prohibited (the “Non-Registered
      Shares”)
      as a
      result of rules, regulations, positions or releases issued or actions taken
      by
      the SEC pursuant to its authority with respect to Rule 415 and the Company
      has
      registered at such time the maximum number of Registrable Securities permissible
      upon consultation with the SEC, then the liquidated damages described in this
      Section 1.2(b) shall not be applicable to such Non-Registered
      Shares.

     

    (c) The
      Company shall bear and pay all expenses incurred in connection with any
      registration, filing or qualification of Registrable Securities with respect
      to
      the registrations pursuant to this Section 1.2 for each Investor, including
      (without limitation) all registration, filing and qualification fees, printer’s
      fees, accounting fees and fees and disbursements of counsel for the Company,
      but
      excluding underwriting discounts and commissions relating to Registrable
      Securities and fees and disbursements of counsel for the Investors.

     

    1.3 Obligations
      of the Company.
      Whenever required under this Section 1 to effect the registration of any
      Registrable Securities, the Company shall, as expeditiously as reasonably
      possible:

     

    (a) Prepare
      and file with the Commission a registration statement with respect to such
      Registrable Securities and use its reasonable best efforts to cause such
      registration statement to become effective and to keep such registration
      statement effective during the Effectiveness Period;

     

    (b) Prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection with such
      registration statement as may be necessary to comply with the provisions of
      the
      Securities Act with respect to the disposition of all securities covered by
      such
      registration statement;

     

    (c) Furnish
      to the Investors such numbers of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such
      other documents as they may reasonably request in order to facilitate the
      disposition of Registrable Securities owned by them (provided that the Company
      would not be required to print such prospectuses if readily available to
      Investors from any electronic service, such as on the EDGAR filing database
      maintained at www.sec.gov);

     

    
      
        
        

      

      
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    (d) Use
      its
      reasonable best efforts to register and qualify the securities covered by such
      registration statement under such other securities’ or blue sky laws of such
      jurisdictions as shall be reasonably requested by the Investors; provided that
      the Company shall not be required in connection therewith or as a condition
      thereto to qualify to do business or to file a general consent to service of
      process in any such states or jurisdictions;

     

    (e) In
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter(s) of such offering (each Investor participating in
      such underwriting shall also enter into and perform its obligations under such
      an agreement);

     

    (f) Notify
      each Investor of Registrable Securities covered by such registration statement,
      at any time when a prospectus relating thereto is required to be delivered
      under
      the Securities Act, of the happening of any event as a result of which the
      prospectus included in such registration statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing;

     

    (g) Cause
      all
      such Registrable Securities registered pursuant hereto to be listed on each
      securities exchange or nationally recognized quotation system on which similar
      securities issued by the Company are then listed; and

     

    (h) Provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and a CUSIP number for all such Registrable Securities, in each case
      not later than the effective date of such registration.

     

    1.4 Furnish
      Information.
      It
      shall be a condition precedent to the Company’s obligations to take any action
      pursuant to this Section 1 with respect to the Registrable Securities of any
      selling Investor that such Investor shall furnish to the Company such
      information regarding such Investor, the Registrable Securities held by such
      Investor, and the intended method of disposition of such securities as shall
      be
      required by the Company or the managing underwriters, if any, to effect the
      registration of such Investor’s Registrable Securities.

     

    1.5 Delay
      of Registration.
      No
      Investor shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy that
      might arise with respect to the interpretation or implementation of this Section
      1.

     

    1.6 Indemnification.

     

    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Investor, any underwriter (as defined in the Securities Act) for such Investor
      and each person, if any, who controls such Investor or underwriter within the
      meaning of the Securities Act or the Exchange Act, against any losses, claims,
      damages or liabilities (joint or several) to which any of the foregoing persons
      may become subject under the Securities Act, the Exchange Act or other federal
      or state securities law, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereof) arise out of or are based upon any of the
      following statements, omissions or violations (collectively, a “Violation”):
      (i)
      any untrue statement or alleged untrue statement of a material fact contained
      in
      a registration statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements thereto
      (collectively, the “Filings”),
      (ii)
      the omission or alleged omission to state in the Filings a material fact
      required to be stated therein, or necessary to make the statements therein
      not
      misleading, or (iii) any violation or alleged violation by the Company of the
      Securities Act, the Exchange Act, any state securities law or any rule or
      regulation promulgated under the Securities Act, the Exchange Act or any state
      securities law; and the Company will pay any legal or other expenses reasonably
      incurred by any person to be indemnified pursuant to this Section 1.6(a) in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided,
      however,
      that
      the indemnity agreement contained in this Section 1.6(a) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Company (which consent
      shall not be unreasonably withheld), nor shall the Company be liable in any
      such
      case for any such loss, claim, damage, liability or action to the extent that
      it
      arises out of or is based upon a Violation that occurs in reliance upon and
      in
      conformity with written information furnished expressly for use in connection
      with such registration by any such Investor, underwriter or controlling
      person.

     

    
      
        
        

      

      
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    (b) To
      the
      extent permitted by law, each Investor will indemnify and hold harmless the
      Company, each of its directors, each of its officers who has signed the
      registration statement, each person, if any, who controls the Company within
      the
      meaning of the Securities Act or the Exchange Act, any underwriter, any other
      Investor selling securities in such registration statement and any controlling
      person of any such underwriter or other Investor, against any losses, claims,
      damages or liabilities (joint or several) to which any of the foregoing persons
      may become subject under the Securities Act, the Exchange Act or other federal
      or state securities law, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereto) arise out of or are based upon any Violation,
      in
      each case to the extent (and only to the extent) that such Violation occurs
      in
      reliance upon and in conformity with written information furnished by such
      Investor expressly for use in connection with such registration; and each such
      Investor will pay any legal or other expenses reasonably incurred by any person
      to be indemnified pursuant to this Section 1.6(b) in connection with
      investigating or defending any such loss, claim, damage, liability or action;
      provided,
      however,
      that
      the indemnity agreement contained in this Section 1.6(b) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Investor (which
      consent shall not be unreasonably withheld); provided,
      however,
      in no
      event shall any indemnity under this subsection 1.6(b) exceed the gross proceeds
      from the offering received by such Investor.

     

    (c) Promptly
      after receipt by an indemnified party under this Section 1.6 of notice of the
      commencement of any action (including any governmental action), such indemnified
      party will, if a claim in respect thereof is to be made against any indemnifying
      party under this Section 1.6, deliver to the indemnifying party a written notice
      of the commencement thereof and the indemnifying party shall have the right
      to
      participate in, and, to the extent the indemnifying party so desires, jointly
      with any other indemnifying party similarly noticed, to assume the defense
      thereof with counsel mutually satisfactory to the parties; provided,
      however,
      that an
      indemnified party (together with all other indemnified parties that may be
      represented without conflict by one counsel) shall have the right to retain
      one
      separate counsel, with the fees and expenses to be paid by the indemnifying
      party, if representation of such indemnified party by the counsel retained
      by
      the indemnifying party would be inappropriate due to actual or potential
      differing interests between such indemnified party and any other party
      represented by such counsel in such proceeding. The failure to deliver written
      notice to the indemnifying party within a reasonable time of the commencement
      of
      any such action, if materially prejudicial to its ability to defend such action,
      shall relieve such indemnifying party of any liability to the indemnified party
      under this Section 1.6, but the omission so to deliver written notice to the
      indemnifying party will not relieve it of any liability that it may have to
      any
      indemnified party otherwise than under this Section 1.6.

     

    
      
        
        

      

      
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    (d) If
      the
      indemnification provided for in Sections 1.6(a) and (b) is held by a court
      of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any loss, claim, damage or expense referred to herein, then the indemnifying
      party, in lieu of indemnifying such indemnified party hereunder, shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such loss, claim, damage or expense in such proportion as is appropriate
      to
      reflect the relative fault of the indemnifying party on the one hand and of
      the
      indemnified party on the other in connection with the statements or omissions
      or
      alleged statements or omissions that resulted in such loss, liability, claim
      or
      expense as well as any other relevant equitable considerations. The relative
      fault of the indemnifying party and of the indemnified party shall be determined
      by reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact relates to information supplied by the indemnifying
      party or by the indemnified party and the parties’ relative intent, knowledge,
      access to information and opportunity to correct or prevent such statement
      or
      omission. In no event shall any Investor be required to contribute an amount
      in
      excess of the gross proceeds from the offering received by such
      Investor.

     

    (e) The
      obligations of the Company and Investors under this Section 1.6 shall survive
      the completion of any offering of Registrable Securities in a registration
      statement under this Section 1, and otherwise.

     

    1.7 Reports
      Under Securities Exchange Act.
      With a
      view to making available the benefits of certain rules and regulations of the
      Commission, including Rule 144, that may at any time permit an Investor to
      sell
      securities of the Company to the public without registration or pursuant to
      a
      registration on Form SB-2, the Company agrees to:

     

    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144, at all times after ninety (90) days after the effective date of the
      registration statement;

     

    (b) take
      such
      action, including the voluntary registration of its Common Stock under Section
      12 of the Exchange Act, as is necessary to enable the Investors to utilize
      Form
      SB-2 for the sale of their Registrable Securities, such action to be taken
      as
      soon as practicable after the end of the fiscal year in which the registration
      statement is declared effective;

     

    
      
        
        

      

      
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    (c) file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act; and

     

    (d) furnish
      to any Investor, so long as the Investor owns any Registrable Securities,
      forthwith upon request (i) a written statement by the Company that it has
      complied with the reporting requirements of Rule 144 (at any time after ninety
      (90) calendar days after the effective date of the registration statement),
      the
      Securities Act and the Exchange Act (at any time after it has become subject
      to
      such reporting requirements), or that it qualifies as a registrant whose
      securities may be resold pursuant to Form SB-2 (at any time after it so
      qualifies), (ii) a copy of the most recent annual or quarterly report of the
      Company and such other reports and documents so filed by the Company, and (iii)
      such other information as may be reasonably requested in availing any Investor
      of any rule or regulation of the Commission that permits the selling of any
      such
      securities without registration or pursuant to such form.

     

    1.8 Transfer
      or Assignment of Registration Rights.
      The
      rights to cause the Company to register Registrable Securities pursuant to
      this
      Section 1 may be transferred or assigned, but only with all related obligations,
      by an Investor to a transferee or assignee who (a) acquires both at least
      250,000 Shares and Warrants to acquire at least 250,00 Shares (all subject
      to
      appropriate adjustment for stock splits, stock dividends and combinations)
      from
      such transferring Investor or (b) holds Registrable Securities immediately
      prior
      to such transfer or assignment; provided,
      that in
      the case of (a), (i) prior to such transfer or assignment, the Company is
      furnished with written notice stating the name and address of such transferee
      or
      assignee and identifying the securities with respect to which such registration
      rights are being transferred or assigned, (ii) such transferee or assignee
      agrees in writing to be bound by and subject to the terms and conditions of
      this
      Agreement including, without limitation, the provisions of Section 1.9 hereof
      and (iii) such transfer or assignment shall be effective only if immediately
      following such transfer or assignment the further disposition of such securities
      by the transferee or assignee is restricted under the Securities
      Act.

     

    2. Covenants
      of the Company to the Investors.

     

    2.1 Information
      Rights.
      The
      Company shall deliver to each Investor who holds (and continues to hold) at
      least 250,000 Shares (subject to appropriate adjustment for stock splits, stock
      dividends and combinations), upon the request of such Investor (which may be
      satisfied by filing of Company quarterly and annual reports under the Exchange
      Act):

     

    (a) as
      soon
      as practicable, but in any event within one hundred twenty (120) calendar days
      after the end of each fiscal year of the Company, consolidated balance sheets
      of
      the Company and its subsidiaries, if any, as of the end of such fiscal year,
      and
      consolidated statements of income and consolidated statements of cash flows
      of
      the Company and its subsidiaries, if any, for such year, prepared in accordance
      with generally accepted accounting principles (“GAAP”),
      all
      in reasonable detail; and

     

    (b) as
      soon
      as practicable, but in any event within forty-five (45) calendar days after
      the
      end of each of the first three (3) quarters of each fiscal year of the Company,
      consolidated balance sheets of the Company and its subsidiaries, if any, as
      of
      the end of such quarter, and consolidated statements of income and consolidated
      statements of cash flows of the Company and its subsidiaries, if any, for such
      quarter prepared in accordance with GAAP, all in reasonable detail.

     

    
      
        
        

      

      
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    2.2 Confidentiality.
      Each
      Investor receiving any non-public information of the Company hereby agrees
      to
      hold in confidence and trust and to act in a fiduciary manner with respect
      to
      all information so provided; provided,
      however,
      that
      notwithstanding the foregoing, an Investor may include summary financial
      information concerning the Company and general statements concerning the nature
      and progress of the Company’s business in an Investor’s reports to its
      affiliates.

     

    3. Legend.

     

    (a) Each
      certificate representing Shares of Common Stock held by the Investors shall
      be
      endorsed with the following legend:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE
      SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
      OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SECURITIES UNDER THE SECURITIES ACT, (B) AN OPINION OF COUNSEL, REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      (C) REASONABLE ASSURANCE HAVING BEEN PROVIDED TO THE COMPANY THAT SUCH OFFER,
      SALE, ASSIGNMENT OR TRANSFER IS BEING MADE PURSUANT TO RULE 144 OR RULE 144A
      UNDER SAID ACT.

     

    (b) The
      legend set forth above shall be removed, and the Company shall issue a
      certificate without such legend to the transferee of the Shares represented
      thereby, if, unless otherwise required by state securities laws, (i) such Shares
      have been sold under an effective registration statement under the Securities
      Act, (ii) in connection with a sale, assignment or other transfer, such holder
      provides the Company with an opinion of counsel, reasonably acceptable to the
      Company, to the effect that such sale, assignment or transfer is being made
      pursuant to an exemption from the registration requirements of the Securities
      Act, or (iii) such holder provides the Company with reasonable assurance that
      the Shares are being sold, assigned or transferred pursuant to Rule 144 or
      Rule
      144A under the Securities Act.

     

    4. Miscellaneous.

     

    4.1 Governing
      Law.
      The
      parties hereby agree that any dispute which may arise between them arising
      out
      of or in connection with this Agreement shall be adjudicated only before a
      Federal court located in the State of Delaware and they hereby submit to the
      exclusive jurisdiction of the federal and state courts of the State of Delaware
      with respect to any action or legal proceeding commenced by any party, and
      irrevocably waive any objection they now or hereafter may have respecting the
      venue of any such action or proceeding brought in such a court or respecting
      the
      fact that such court is an inconvenient forum, relating to or arising out of
      this Agreement or any acts or omissions relating to the registration of the
      securities hereunder, and consent to the service of process in any such action
      or legal proceeding by means of registered or certified mail, return receipt
      requested, in care of the address set forth below or such other address as
      the
      undersigned shall furnish in writing to the other. The parties further agree
      that in the event of any dispute, action, suit or other proceeding arising
      out
      of or in connection with this Agreement brought by a Subscriber (or transferee),
      the Company (and each other defendant) shall recover all of such party’s
      attorneys’ fees and costs incurred in each and every action, suit or other
      proceeding, including any and all appeals or petitions therefrom. As used
      herein, attorney’s fees shall be deemed to mean the full and actual costs of any
      investigation and of legal services actually performed in connection with the
      matters involved, calculated on the basis of the usual fee charged by the
      attorneys performing such services.

     

    
      
        
        

      

      
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    4.2 Waivers
      and Amendments.
      This
      Agreement may be terminated and any term of this Agreement may be amended or
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively) with the written consent of the Company and Investors holding
      at
      least a majority of the Registrable Securities then outstanding (the
“Majority
      Investors”).
      Notwithstanding the foregoing, additional parties may be added as Investors
      under this Agreement with the written consent of the Company and the Majority
      Investors. No such amendment or waiver shall reduce the aforesaid percentage
      of
      the Registrable Securities, the holders of which are required to consent to
      any
      termination, amendment or waiver without the consent of the record holders
      of
      all of the Registrable Securities. Any termination, amendment or waiver effected
      in accordance with this Section 4.2 shall be binding upon each holder of
      Registrable Securities then outstanding, each future holder of all such
      Registrable Securities and the Company.

     

    4.3 Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions of this Agreement shall
      inure to the benefit of, and be binding upon, the successors, assigns, heirs,
      executors and administrators of the parties hereto.

     

    4.4 Entire
      Agreement.
      This
      Agreement constitutes the full and entire understanding and agreement among
      the
      parties with regard to the subject matter hereof, and no party shall be liable
      or bound to any other party in any manner by any warranties, representations
      or
      covenants except as specifically set forth herein.

     

    4.5 Notices.
      All
      notices and other communications required or permitted under this Agreement
      shall be in writing and shall be delivered personally by hand or by overnight
      courier, mailed by United States first-class mail, postage prepaid, sent by
      facsimile or sent by electronic mail directed (a) if to an Investor, at such
      Investor’s address, facsimile number or electronic mail address set forth in the
      Company’s records, or at such other address, facsimile number or electronic mail
      address as such Investor may designate by ten (10) days’ advance written notice
      to the other parties hereto or (b) if to the Company, to its address, facsimile
      number or electronic mail address set forth on its signature page to this
      Agreement and directed to the attention of the Chief Executive Officer, or
      at
      such other address, facsimile number or electronic mail address as the Company
      may designate by ten (10) days’ advance written notice to the other parties
      hereto. All such notices and other communications shall be effective or deemed
      given upon delivery, on the date of mailing, upon confirmation of facsimile
      transfer or upon confirmation of electronic mail delivery.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    4.6 Interpretation.
      The
      words “include,” “includes” and “including” when used herein shall be deemed in
      each case to be followed by the words “without limitation.” The titles and
      subtitles used in this Agreement are used for convenience only and are not
      considered in construing or interpreting this Agreement.

     

    4.7 Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement, and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded, and shall be enforceable in accordance with its terms.

     

    4.8 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

    4.9 Telecopy
      Execution and Delivery.
      A
      facsimile, telecopy or other reproduction of this Agreement may be executed
      by
      one or more parties hereto, and an executed copy of this Agreement may be
      delivered by one or more parties hereto by facsimile or similar electronic
      transmission device pursuant to which the signature of or on behalf of such
      party can be seen, and such execution and delivery shall be considered valid,
      binding and effective for all purposes. At the request of any party hereto,
      all
      parties hereto agree to execute an original of this Agreement as well as any
      facsimile, telecopy or other reproduction hereof.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the day, month
      and
      year first set forth above.

     

    “Company”

     

    SURFECT
      HOLDINGS, INC.

     

    By:________________________________

    Name:
      

    Title:
      

     

    Address
      for notice:

    


    Surfect
      Holdings, Inc.

    1800
      W
      Broadway Road

    Tempe,
      Arizona 85282

    Facsimile:
      ( ) - 

    
 

    [COMPANY
      SIGNATURE PAGE TO REGISTATION RIGHTS AGREEMENT]

    


    
      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the day, month
      and
      year first set forth above.

     

    “Investor”

     

    ___________________________________

     

    By:________________________________

    Name

    Title:

     

    Address:

     

    ___________________________________

    ___________________________________

    ___________________________________

    Telephone:__________________________

    Facsimile:___________________________

    Email:______________________________

     

    [INVESTOR
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    Schedule
      A

     

    Investors

     

     

     

     

     

     

     

     

    -13-