SUBSCRIPTION AGREEMENT

To:

Surfect Holdings, Inc.

________________________

x    $20,000 for each Unit

= $_____________________.

Number of Units subscribed for

          Purchase Price

     Aggregate Purchase Price

1.

—

Individual

7.

Trust/Estate/Pension or Profit sharing Plan

Date Opened:______________

2.

Joint Tenants with Right of Survivorship

8.

As a Custodian for

________________________________

Under the Uniform Gift to Minors Act of the State of

________________________________

3.

Community Property

9.

Married with Separate Property

 

4.

 

 

Tenants in Common

 

10.

 

 

Keogh

 

5.

 

 

Corporation/Partnership/ Limited Liability

Company

 

11.

 

 

Tenants by the Entirety

 

6.

IRA

_____________________________________________________________________________

Exact Name in Which Title is to be Held

Name (Please Print)

Name of Additional Purchaser

Residence: Number and Street

Address of Additional Purchaser

City, State and Zip Code

City, State and Zip Code

Social Security Number

Social Security Number

Telephone Number

Telephone Number

Fax Number (if available)

Fax Number (if available)

E-Mail (if available)

E-Mail (if available)

(Signature)

(Signature of Additional Purchaser)

ACCEPTED this ___ day of _________ 200_, on behalf of the Company.

By:

Name:

Title:

_____________________________________________________________________________

Name of Entity (Please Print)

Date of Incorporation or Organization:

 

State of Principal Office:

 

Federal Taxpayer Identification Number:

 

____________________________________________

Office Address

 

____________________________________________

City, State and Zip Code

 

____________________________________________

Telephone Number

 

____________________________________________

Fax Number (if available)

 

____________________________________________

E-Mail (if available)

By: _________________________________

       Name:

       Title:

[seal]

 

Attest: _________________________________

(If Entity is a Corporation)

 

 

 

_________________________________

 

_________________________________

Address

ACCEPTED this ____ day of __________ 200_, on behalf of the Company.

 

By: _________________________________

       Name:

       Title:

You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase Units, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors.

You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and with total assets in excess of $5,000,000.

You are a director or executive officer of Surfect Holdings, Inc.

You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units.

You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year.

You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.

You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs.

 

___________________________________

Name of Purchaser [please print]

 

___________________________________

Signature of Purchaser (Entities please

provide signature of Purchaser’s duly

authorized signatory.)

 

___________________________________

Name of Signatory (Entities only)

 

___________________________________

Title of Signatory (Entities only)

 

___________________________________

Name of Co-Purchaser [please print]

 

___________________________________

Signature of Co-Purchaser

(a)

that I have reviewed the Subscription Agreement and forms of securities presented to me, and attachments (if any) thereto;

(b)

that the Subscription Agreement and attachments thereto have been fully completed and executed by the appropriate party; and

(c)

that the subscription will be deemed received by the Company upon acceptance of the Subscription Agreement.