EXHIBIT 10
SUN & SURF INC SPIN OFF AGREEMENT
WITH PREDECESSOR
J ESPO'S INC.
ASSIGNMENT AGREEMENT
In consideration of good and valuable consideration, receipt of which is
hereby ackowledged between J Espo's Inc. and Sun & Surf Inc. on December 5,
2000, or such or extended time as JRE Inc. shall deem desirable. All assets,
liabilities, an the on-going business operations of J Espo's Inc. Consultant and
Future Franchise Divisions, wherever located and of every nature and description
be and the same hereby are transferred and assigned to Sun & Surf Inc., a New
York domestic business corporation, and as soon as practicable after the closing
of an Agreement and Plan of Reorganization, and compliance with or exemption
from applicable laws, rules, and regulations concerning the public issuance of
securities, one share of common stock of Sun & Surf Inc., on a one to one basis,
shall be issued to each and every shareholder of rcjcord of J Espo's Inc. as of
December 18, 2000.
Dated: East Hampton, New York
December 05, 2000
J Espo's Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
ACCEPTED AND AGREED:
Sun & Surf Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
Lease Agreement
Landlord: Xxxxxxx X. Xxxxxxxx
Tenant: Sun & Surf Inc.
Premises: 00 Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
Terms: January 1, 2002 through December 31,2002
No Consideration
/s/ Xxxxxxx X Xxxxxxxx
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Landlord
Xxxxxxx X. Xxxxxxxx
December 29, 2001
/s/ Xxxxxxx X. Xxxxxxxx
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Tenant
Xxxxxxx X Xxxxxxxx, President
Sun & Surf Inc.
December 29, 2001
Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
/s/ Xxxxxxx X. Xxxxxxxx
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(Registrant)
Date: 1/3/01 By: /s/ Xxxxxxx X. Xxxxxxxx
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(Signature)
