EXHIBIT 10
MATERIAL CONTRACTS
SURF GROUP INC SPIN OFF AGREEMENT WITH
PREDECESSOR X XXXX'S INC.
ASSIGNMENT AGREEMENT
In consideration of good and valuable consideration, receipt of which is
hereby acknowledged between X Xxxx's Inc. and Surf Group Inc. on December 5,
2000, or such other extended time as Surf Group Inc. shall deem desirable. All
assets, liabilities, an the on-going business operations of X Xxxx's Inc. Retail
and Wholesale Divisions, wherever located and of every nature and description be
and the same hereby are transferred and assigned to Surf Group 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 Surf Group Inc., on a one to one basis,
shall be issued to each and every shareholder of record of X Xxxx'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:
Surf Group Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
LEASE AGREEMENT
LANDLORD: Old Barn Development Corp
TENANT: Surf Group Inc
PREMISES: 00 Xxxx Xxxxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000
TERMS: Used for Retail/Wholesale of Sporting Goods & Equipment
PERIOD: January 1, 2002 through December 31, 2002
@ $1,600.00 per month.
Tenant will pay own oil, electric and water charges.
Tenant will keep in force and effect at tenant expense a Public Liability
Insurance Policy with limits of $500,000 injuries and $1,000,000 coverage in
respect to any one accident.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Landlord Tenant
Old Barn Development Corp Surf Group Inc
Xxxxxxx X. Xxxxxxxx, President Xxxxxxx X. Xxxxxxxx, President
December 29, 2001 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.
Xxxxxxx X. Xxxxxxxx
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(Registrant)
Date: 1/3/02 By: /s/ Xxxxxxx X. Xxxxxxxx
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(Signature)
