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MEMBER NEW YORK STOCK EXCHANGE
Member New York Stock • December 6th, 2007 • Surfect Holdings, Inc • Special industry machinery, nec • New York

We are pleased to submit to you this binding Engagement Letter (the “Agreement”) that sets forth the arrangement whereby Westminster Securities Corp. (“Westminster”) will act as exclusive placement agent to Surfect Holdings, Inc. and its successor corporations or partnerships (collectively referred to as the “Company”) in connection with a bridge loan financing for the Company of up to $120,000; followed by up to $5,000,000 in common stock or other equity-linked securities, in one or more financings (collectively, the “Financing”), in amounts and upon terms acceptable to the Company.

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