Assignment of Lease Agreement between FTS Wireless, Inc. and Pagers N Phones, Inc. dated October 27, 2003

Summary

FTS Wireless, Inc. and Pagers N Phones, Inc. have entered into an agreement where Pagers N Phones assigns its rights and obligations as lessee under a lease for premises at 994 Brandon Blvd., Brandon, FL, to FTS Wireless. FTS Wireless assumes all responsibilities under the lease from the closing date of the asset purchase, while Pagers N Phones remains liable for obligations before that date. Both parties agree to indemnify each other for their respective periods of responsibility. The agreement is binding on successors and can only be changed in writing.

EX-10.2 4 doc3.txt EXHIBIT 10.2 ASSIGNMENT OF LEASE - ------------------- This ASSIGNMENT OF LEASE is entered into as of October 27, 2003, by and between FTS WIRELESS, Inc., a FLORIDA corporation ("Purchaser") and PAGERS N PHONES, Inc., a Florida corporation ("Seller"). BACKGROUND - ---------- A. Pursuant to that certain Lease dated March 3rd ,2000 ("Lease"), by and between PAGERS N PHONES, Inc. and JULIAN and CAROL Craft, as landlord ("Landlord"), Seller is the owner of a leasehold interest in the premises, located at 994 Brandon Blvd., Brandon, FL 33511 (the "Premises") as more fully described in the Lease, a true, correct and complete copy of which is attached hereto as Exhibit A and incorporated herein by reference; and B. Pursuant to an Asset Purchase Agreement for the acquisition of certain assets of Seller, dated as of October 27, 2003 ("Agreement"), Seller has agreed to transfer, and Purchaser has agreed to acquire, certain assets of Seller and to assume certain of the liabilities of Seller, including the Lease. NOW, THEREFORE, in consideration of the Premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows: 1. Seller hereby assigns, transfers and sets over to Purchaser all of Seller's right, title, interest in and to Seller's interest as lessee under the Lease effective as of the Closing of the Acquisition ("Effective Date"). 2. Purchaser hereby accepts the aforesaid assignment, and hereby assumes all of the rights, responsibilities, liabilities and obligations of Seller, as lessee, under the terms, conditions and covenants contained in the Lease, with like force and effect as if Purchaser had executed the Lease in the first instance. 3. Seller shall remain liable only for the observance and performance of its obligations as lessee under the Lease arising prior to the Effective Date. Purchaser shall be liable for the observance and performance of its obligations as lessee under the Lease arising on and after the Effective Date. 4. Seller shall be responsible for and shall indemnify Purchaser, pursuant to the Agreement, regarding the observance and performance of all of the agreements and obligations of Seller as lessee under the Lease arising prior to the Effective Date. Purchaser shall be responsible for and shall indemnify Seller, pursuant to the Agreement, regarding the observance and performance of all of the agreements and obligations of Seller as lessee under the Lease arising on or after the Effective Date. 5. The parties agree that this Assignment will not be changed, modified, discharged or terminated orally or in any manner other than an agreement in writing signed by all of the parties hereto. 6. The agreements, terms and provision of this Assignment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. The parties shall execute and deliver such further and additional instruments, agreements and other documents as may be necessary to evidence or carry out the provisions of this Assignment. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Assignment of Lease to be executed as of the date first above written. PURCHASER: FTS WIRELESS, Inc. By: /s/ Scott Gallagher --------------------- Name: Scott Gallagher Title: President SELLER: PAGERS N PHONES, Inc. By: /s/ David Taylor ------------------ Name: David Taylor Title: President