MATERIAL CONTRACTS

 EXHIBIT 10

                               MATERIAL CONTRACTS

                     SURF GROUP INC SPIN OFF AGREEMENT WITH
                            PREDECESSOR J ESPO'S INC.

                              ASSIGNMENT AGREEMENT

     In consideration of good and valuable consideration, receipt of which is

hereby acknowledged between J Espo'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 J Espo'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 J Espo's Inc. as of

December 18, 2000.

 Dated:  East Hampton, New York
         December 05, 2000

                                             J Espo's Inc.

                                             By:  /s/  Jeffrey R. Esposito
                                                  ---------------------------
                                                  Jeffrey R. Esposito, President

ACCEPTED AND AGREED:

Surf Group Inc.

By:  /s/  Jeffrey R. Esposito
     ------------------------------
     Jeffrey R. Esposito, President

                                LEASE AGREEMENT

LANDLORD:               Old Barn Development Corp

TENANT:                 Surf Group Inc

PREMISES:               57 Main Street
                        East Hampton, New York 11937

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/  Jeffrey R. Esposito                     /s/  Jeffrey R. Esposito
------------------------------               ----------------------------------
Landlord                                     Tenant
Old Barn Development Corp                    Surf Group Inc
Jeffrey R. Esposito, President               Jeffrey R. Esposito, 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.

                                        Jeffrey R. Esposito
                                        ----------------------------------------
                                                    (Registrant)

Date:        1/3/02                     By:  /s/  Jeffrey R. Esposito
      --------------------                   -----------------------------------
                                                    (Signature) 

Basic Info X:

Name: MATERIAL CONTRACTS
Type: Material Contracts
Date: Jan. 18, 2002
Company: GS ENVIROSERVICES, INC.
State: Delaware

Other info: