[LOGO OMITTED} XXXXXXXXX CAPITAL INC.
AGREEMENT FOR SERVICES
JUNE 1, 2004
TO: Xxxxxx Xxxxx
Surfnet Media Group, Inc.
FROM: Xxxxxxx X. Xxxxxxxxx, Managing Director
SUBJECT: Advisory services to be provided to Surfnet Media Group, Inc. by
Xxxxxxxxx Capital Inc.
We are pleased to initiate our efforts on behalf of Surfnet Media, Inc.
("Surfnet Media," or the "Company"). Generally, Xxxxxxxxx Capital will provide
corporate finance advisory services to Surfnet Media. These will include
services designed to "enhance shareholder value," as well as to achieve the
Company's corporate finance objectives, specifically including our assistance
with "quarterbacking" the overall corporate finance/shareholder
awareness/financial marketing/investor relations efforts and introductions to
financing sources. The advisory services will also include:
A. Effectively positioning of the Company for the financial
community.
B. Identifying appropriate members of the financial community
for "involvement."
1. XXXXXXXXX CAPITAL WILL PROVIDE ADVISORY SERVICES TO SURFNET MEDIA
DESIGNED TO IDENTIFY ITS CORPORATE FINANCE OBJECTIVES, IDENTIFY FUNDING
SOURCES, AND EVALUATE FINANCING OPTIONS. Specifically these will
consist of our providing to Surfnet Media assistance in evaluating
financing sources, as well as financing strategies. Most importantly
they will also consist of evaluating longer-term financing strategies.
2. UTILIZATION, AS APPROPRIATE, OF PRESENTATIONS AT XXXXXXXXX CAPITAL'S
GROUP LUNCHEONS AND CONFERENCES. Subject to the availability of Surfnet
Media management, the Company will be invited to present at
"appropriate" Xxxxxxxxx Capital events.
3. UTILIZATION OF XXXXXXXXX CAPITAL'S ROAD-SHOW AND MEETING PROGRAM.
Subject to the availability of Surfnet Media management, Xxxxxxxxx
Capital will identify appropriate members of the financial community
for "involvement," and will seek to invite the identified members of
the financial community to "one-on-one," or road-show meetings.
Additionally, Xxxxxxxxx Capital's services to Surfnet Media will include:
CORPORATE PROFILE
Xxxxxxxxx Capital will develop a two to three page corporate profile
for Surfnet Media's that will be used to introduce the Company to the
investment community. Xxxxxxxxx Capital will also disseminate the
corporate profile to its extensive database of financial community
contacts.
OTHER CORPORATE ADVISORY SERVICES
XXXXXXXXX CAPITAL'S corporate finance advisory services are designed to build
awareness and to enhance shareholder value. The following are some of the
additional areas with which we believe that Xxxxxxxxx Capital can assist Surfnet
Media:
CORPORATE FINANCE ADVISORY SERVICES O FINANCIAL COMMUNITY EVENTS
IDENTIFICATION AND TARGETING OF APPROPRIATE MEMBERS OF THE FINANCIAL COMMUNITY
We will immediately identify appropriate members of the financial community,
consisting of representatives of both buy-side and sell-side firms. This will
consist of both appropriate sources for potential financing, as well as
"sponsorship" or involvement in the company's shares.
In addition to leveraging Xxxxxxxxx Capital's proprietary databases and
extensive investment community relationships to identify and introduce potential
supporters of Surfnet Media, Inc., Xxxxxxxxx Capital will provide the following
services on an ongoing basis:
DRAFTING AND DISTRIBUTING PRESS RELEASES
On an ongoing basis, Xxxxxxxxx Capital will construct company's press releases,
complying with financial disclosure guidelines and SEC standards. Press releases
will be written and distributed to appropriate audiences, as determined
according to the "material" impact of the news.
We will also coordinate all aspects of national newswire placements (PR
Newswire, BusinessWire, and Internetwire) for Surfnet Media. We can help Surfnet
Media arrange a contract with wire service as appropriate.
SPEAKER OPPORTUNITY PITCHING
Xxxxxxxxx Capital also maintains a database of major conferences events
targeting financial audiences. Xxxxxxxxx Capital will interface with the Surfnet
Media to identify appropriate opportunities throughout the 2004 calendar year
and coordinate participation in synergy with events in addition to Xxxxxxxxx
Capital's events, including trade shows and industry events.
FIELDING SHAREHOLDER INQUIRIES
Xxxxxxxxx Capital will act as Surfnet Media Corp's liaison to the investment
community in the U.S. and field investor inquiries as desired.
MEDIA
Xxxxxxxxx Capital will intend to seek to initiate contact and gauge interest
from high priority media outlets including the financial press as well as
industry related press.
In conclusion, our efforts will be to "represent" Surfnet Media here in the
United States, and to some extent in Europe, to achieve both your company's
short-term as well as long-term corporate finance objectives.
COMPENSATION FOR SERVICES
The cost for Xxxxxxxxx Capital's advisory services for an initial one-year
period, commencing May 10, 2004 will be US$15,000 per month, payable on the 10th
day of each month, with the first month's payment due and payable on May 10,
2004. Of this monthly amount, $5000 shall be paid in cash, with the balance to
be paid in restricted investment shares of Surfnet Media, until such time as
Surfnet Media obtains additional equity in the amount of $1 million. From that
time forward the full monthly amount of $15,000 will be paid in cash. The shares
to be issued to Xxxxxxxxx shall be issued based on the closing bid-price of the
Company's shares on the 10th day of each month, with a certificate for the
monthly shares to be issued to Xxxxxxxxx by the end of the month for which
payment is due.
This monthly fee will include participation at any appropriate Xxxxxxxxx Capital
events, travel and related costs of Xxxxxxxxx Capital personnel, but does not
include any cost for food and beverage in conjunction with any one-on-one
meetings.
Additionally, Surfnet Media shall issue to Xxxxxxxxx Capital 75,000, three-year
options to purchase the Company's common stock, on a cash-less exercise basis at
a price of $2.00 per share.
We would appreciate your signing a copy of this letter and faxing it back to us
at 000-000-0000.
Yours truly,
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
Managing Director
Accepted by:
Surfnet Media, Inc.
/s/ Xxxxxx X. Xxxxx Chairman June 1, 2004
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