Trinity ▇▇▇
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August 17, 2004
SurfNet Media Group, Inc.
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Re: AMENDMENT #1 TO AGREEMENT DATED
AS OF JULY 30, 2004
Gentlemen:
This will confirm that THIS INSTRUMENT constitutes AMENDMENT # 1 to
that certain Agreement dated as of July 30, 2004 (the "AGREEMENT") between
TRINITY ▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(the "INVESTOR"), and SURFNET MEDIA GROUP, INC., A Delaware corporation with
offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the
"COMPANY"). Investor and the Company are hereinafter referred to collectively as
the "PARTIES."
The Parties hereby agree to amend the Agreement as follows (each of the
capitalized terms which is used in this letter shall have the same meaning which
is set forth in the Agreement):
1. Section 1(b) is stricken in its entirety and, a new Section 1(b) is
inserted in lieu thereof, as follows:
1.(b) "The Investor shall acquire from the Company Notes in the
aggregate principal amount of $125,000 and Warrants for an aggregate of
183,824 Warrant Shares on each of August 17, 2004, October 1, 2004,
November 1, 2004, December 1, 2004, January 1, 2005, February 1, 2005
and March 1, 2005 (the date hereof, as well as each such date, a
"CLOSING DATE"), as follows : (i) On August 17, 2004, a Note in the
principal amount of $35,000 and a Warrant for an aggregate of 51,470
Warrant Shares in exchange for $35,000; (ii) on October 1, 2004, a Note
in the principal amount of $15,000 and a Warrant for an aggregate of
22,059 Warrant Shares in exchange for $15,000; (iii) on November 1,
2004, a Note in the principal amount of $15,000 and a Warrant for an
aggregate of 22,059 Warrant Shares in exchange for $15,000; (iv) on
December 1, 2004, a Note in the principal amount of $15,000 and a
Warrant for an aggregate of 22,059 Warrant Shares in exchange for
$15,000; (v) on January 1, 2005, a Note in the principal amount of
$15,000 and a Warrant for an aggregate of 22,059 Warrant Shares in
exchange for $15,000; (vi) on February 1, 2005, a Note in the principal
amount of $15,000 and a Warrant for an aggregate of 22,059 Warrant
Shares in exchange for $15,000; and (vii) on March 1, 2005, a Note in
the principal amount of $15,000 and a Warrant for an aggregate of
22,059 Warrant Shares in exchange for $15,000."
2. Except as specifically amended herein, the Agreement remains in full
force and effect.
IN WITNESS WHEREOF, this amendment to the Agreement has been duly
executed by each of the parties hereto as of the day and year above written.
/s/ Trinity ▇▇▇
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Trinity ▇▇▇
SURFNET MEDIA GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Chairman