SURFORAMA COM INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>eightk.txt
<TEXT>
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                                ACQUISITION AGREEMENT
     THIS  AGREEMENT is dated for reference this 22nd day of January, 2002.


BETWEEN:

     LOOP  COMMUNICATIONS  INC.,  a company incorporated pursuant to the laws of
     Canada  and  having  an office located at 4200 No. 3 Road, Suite #130,
     Richmond, British  Columbia,  V6X  2C2;

     ("Loop")


                                                            OF  THE  FIRST  PART

AND:

     ALLAN  CHENG,  of  4200 No. 3 Road, Suite #130, Richmond,
     British Columbia, V6X  2C2;

     ("Cheng")

                                                           OF  THE  SECOND  PART

AND:

     SURFORAMA.COM,  INC.,  a  company incorporated pursuant to the laws of the
     State  of  Nevada  and  having an office located at 700 - 555 West
     Hastings Street,  Vancouver,  British  Columbia,  Canada,  V6B  1N2;

     ("Surforama")

                                                            OF  THE  THIRD  PART

WHEREAS:

A.   Loop is engaged in the business of selling and direct marketing of wireless
     products  and  services;  and

B.   Surforama  desires  to  purchase  from Cheng all the issued and outstanding
     shares  of  common stock in the capital of Loop (the "Shares") on the terms
     and  conditions  hereinafter  set  forth;

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                                       2

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
mutual  agreements  and  covenants herein contained, the parties hereby covenant
and  agree  as  follows:

1.          LOOP  AND  CHENG'S  REPRESENTATIONS

          Loop  and  Cheng  hereby  make  the  following  representations  and
warranties  to  Surforama,  each of which is true and correct on the date hereof
and  will  be  true  and  correct  on  the  Closing Date, each of which shall be
unaffected  by any investigation made by Surforama and shall survive the Closing
Date:

     (a)     The  authorized  capital  of  Loop consists of 1,000 Class A voting
shares,  an  unlimited  number  of Class B voting shares, an unlimited number of
Class  C non-voting shares, an unlimited number of Class D non-voting shares and
an  unlimited  number  of  Class E redeemable, retractable, preferred shares, of
which  1,000  Class  A  voting  shares  are  issued  to  Cheng as fully paid and
non-assessable.  There  are  no  other  securities  issued  or  outstanding.  In
addition,  there  are no outstanding or authorized options, dividends, warrants,
agreements, subscriptions, calls, demands or rights of any character relating to
the capital stock of Loop, whether or not issued, including, without limitation,
securities  convertible  into or evidencing the right to purchase any securities
of  Loop;

     (b)     Loop  is  a  corporation duly incorporated, validly existing and in
good  standing  under the Canada Business Corporations Act and has all requisite
corporate  power and authority to own its assets and operate its business as and
where  it  is  now  being  conducted;

     (c)     Loop  owns  a  100%  interest  in  Loop  Mobility Inc., a federally
incorporated  Canadian company; Unipage Solutions Inc., a federally incorporated
Canadian  company;  and  Unipage Solutions Inc., a British Columbia incorporated
company  (collectively,  the  "Subsidiaries").  Each of the Subsidiaries is duly
incorporated,  validly  existing  and  in  good  standing  and has all requisite
corporate  power and authority to own its assets and operate its business as and
where  it  is  now  being  conducted.  There  are  no  outstanding or authorized
options, dividends, warrants, agreements, subscriptions, calls demands or rights
of  any  character relating to the capital stock of the Subsidiaries, whether or
not  issued,  including  without  limitation,  securities  convertible  into  or
evidencing  the  right  to  purchase  any securities of any of the Subsidiaries;

     (d)     Loop  is  duly  licensed  and/or  qualified and in good standing in
Canada,  which  is the sole jurisdiction in which the nature of Loop's assets or
the  business  conducted  by  Loop  makes  qualification  necessary;

     (e)     Prior  to  Closing,  Loop shall provide Surforama with consolidated
audited  financial

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                                       3

(the  "Financial  Statements"),  prepared  in  accordance  with  United  States
generally  accepted  accounting  principles  and  shall  fairly represent Loop's
financial  position  at  that  date;

     (f)     Loop  and its Subsidiaries have good and marketable title to all of
their  assets  free and clear of all mortgages, liens, pledges, charges, claims,
leases, restrictions or encumbrances of any nature whatsoever, and subject to no
restrictions  with  respect to transferability.  All of Loop's assets are in its
possession  and  control;

     (g)     Neither  Cheng,  Loop  nor  its  Subsidiaries have given a power of
attorney,  which  is currently in effect, to any person, firm or corporation for
any  purpose  whatsoever;

     (h)     Neither Cheng, Loop nor its Subsidiaries has entered into any other
agreement  or granted any option to sell or otherwise transfer any of its assets
or  its  securities;

     (i)     To  the  knowledge  of  Cheng,  each  contract,  lease,  license,
commitment  and agreement to which Loop or any of its Subsidiaries is a party is
in  full  force and effect and constitutes a legal, valid and binding obligation
of  all  of  the parties thereto. Neither Loop or its Subsidiaries is in default
and  has  not received or given any notice of default, and to Cheng's knowledge,
no  other  party thereto is in default, under any such contract, lease, license,
commitment  or other agreement or under any other obligation relating to Loop's,
or  its  Subsidiaries',  assets  or  business;

     (j)     There  are no outstanding orders, judgments, injunctions, awards or
decrees  of  any  court, arbitrator or governmental or regulatory body involving
Cheng,  Loop  nor  any  of  it's  Subsidiaries.  No  suit,  action  or  legal,
administrative,  arbitration  or other proceeding or reasonable basis therefore,
or,  to  the  best  of  Cheng's  knowledge, no investigation by any governmental
agency  pertaining  to  Loop,  any  of  Loop's  Subsidiaries, or their assets is
pending  or  has  been  threatened  which  could  adversely affect the financial
condition  or prospects of Loop or the conduct of the business thereof or any of
Loop's  assets or materially adversely affect the ability of Cheng to consummate
the  transactions  contemplated  by  this  Agreement;

     (k)     To  Cheng's  knowledge, Loop has not infringed any patent or patent
application,  copyright  or  copyright  application,  trademark  or  trademark
application or trade name or other proprietary or intellectual property right of
any  other  person  or  received  any  notice  of  a claim of such infringement;

     (l)     Loop  has  the  right  to use all data and information necessary to
permit  the  conduct  of  its  business from and after the Closing Date, as such
business  is  and  has  been  normally  conducted;

     (m)     The Articles and Bylaws of Loop and its Subsidiaries permit them to
carry  on  their  present  business  and  to  enter  into  this  Agreement;


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                                       4

     (n)     The  performance  of this Agreement will not be in violation of the
Articles  or  Bylaws of Loop or its Subsidiaries, or any agreement to which Loop
or  its  Subsidiaries  is  a  party  and  will  not give any person any right to
terminate  or  cancel  any  agreement  or  any  right  enjoyed  by  Loop  or its
Subsidiaries  and  will  not  result  in the creation or imposition of any lien,
encumbrance  or  restriction of any nature whatsoever in favour of a third party
upon  or  against  the  assets  of  Loop  or  its  Subsidiaries;

     (o)     Loop and its Subsidiaries hold all permits, licences, registrations
and  authorizations  necessary  for  them  to  conduct  their  business;

     (p)     Neither  Loop  nor its Subsidiaries is in violation of any federal,
state,  municipal  or  other  law,  regulation  or  order  of  any government or
regulatory  authority;

     (q)     Loop  and  its  Subsidiaries  have  filed  with  the  appropriate
government  agencies  all tax or information returns and tax reports required to
be  filed,  and  such  filings  are  substantially  true,  complete and correct;

     (r)     All  federal,  state, municipal, foreign, sales, property or excise
or  other  taxes  whether  or  not  yet  due  have been fully paid or adequately
provided  for;

     (s)     The corporate records and minute books of Loop and its Subsidiaries
contain  complete  and  accurate  minutes  of  all meetings of the directors and
shareholders  held  since  incorporation;

     (t)     All  material  transactions  of Loop and its Subsidiaries have been
promptly  and  properly  recorded  or  filed in or with its respective books and
records;  and

     (u)     Loop and its Subsidiaries  have  complied  with  all  laws,  rules,
regulations  and orders applicable to it relating to employment, including those
relating to wages, hours, collective bargaining, occupational health and safety,
employment  standards  and  workers'  compensation.

2.          SURFORAMA'S  REPRESENTATIONS

          Surforama hereby makes the following representations and warranties to
Loop and Cheng, each of which is true and correct on the date hereof and will be
true  and  correct on the Closing Date, each of which shall be unaffected by any
investigation  made  by  Loop  or  Cheng  and  shall  survive  the Closing Date:

     (a)     The  authorized  capital of Surforama consists of 70,000,000 shares
of  common  stock at a par value of $0.001 per share, of which 19,828,899 shares
are  issued  as  fully  paid  and  non-assessable.  There  are no outstanding or
authorized  options,


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                                       5

dividends,  warrants,  agreements, subscriptions, calls, demand or rights of any
character  relating  to  the  capital stock of Surforama, whether or not issued,
including,  without  limitation,  securities  convertible into or evidencing the
right  to  purchase  any  securities  of  Surforama;

     (b)     Surforama  is a corporation duly incorporated, validly existing and
in  good  standing  under  the laws of the State of Nevada and has all requisite
corporate  power  and  authority to own its property and operate its business as
and  where  it  is  now  being  conducted;

     (c)     Surforama  is in good standing with respect to its filings with the
Nevada  Secretary  of  State  and  the  United  States  Securities  &  Exchange
Commission;

     (d)     Surforama  owns  a  100% interest in Surforama Portal Services Inc.
(federal Canadian corporation), a 49.07% interest in Rebatopia.com, Inc. (Nevada
corporation)  and  a  100% interest in Rebatopia Internet Services Inc. (British
Columbia  corporation);

     (e)     Surforama's  audited financial statements for the fiscal year ended
November  30, 2001, and its unaudited interim financial statements for the three
month period ended February 28, 2002, as filed with the United States Securities
&  Exchange  Commission  (collectively,  the  "Surforama Statements"), have been
prepared  in  accordance  with  United  States  generally  accepted  accounting
principles  and  fairly  represent  Surforama's  financial  position  at  those
respective  dates.  Since  the  date  to  which  the  Surforama  Statements were
prepared:

          (i)  There  has  not been any material adverse change in the financial
               position,  assets,  liabilities, results of operations, business,
               prospects  or  condition, financial or otherwise, of Surforama or
               any  damage,  loss  or  other  change in circumstances materially
               affecting  the  business  or  assets of Surforama or its right or
               capacity  to  carry on business before or after the Closing Date;

          (ii) Surforama  has  not  waived  or surrendered any right of material
               value;

          (iii)  The  business  of  Surforama has been conducted in the ordinary
               course;  and

          (iv) Surforama  has  not guaranteed, or agreed to guarantee, any debt,
               liability or other obligation of any person, firm or corporation;

     (f)     Surforama  has  not entered into any other agreement or granted any
option  to  sell  or  otherwise  transfer  any  of its assets or its securities;

     (g)     Surforama  is  not  a  party  to  any  contracts, leases, licenses,
commitments  and  other  agreements  relating  to  its  assets  or its business;


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                                       6


     (h)     There  are no outstanding orders, judgments, injunctions, awards or
decrees  of  any  court, arbitrator or governmental or regulatory body involving
Surforama.  No  suit,  action  or  legal,  administrative,  arbitration or other
proceeding  or  reasonable  basis  therefore,  or,  to  the  best of Surforama's
knowledge,  no investigation by any governmental agency, pertaining to Surforama
or  its  assets  is pending or has been threatened against Surforama which could
adversely  affect  the  financial  condition  or  prospects  of Surforama or the
conduct  of  the  business  thereof  or  any of Surforama's assets or materially
adversely  affect  the  ability  of  Surforama  to  consummate  the transactions
contemplated  by  this  Agreement;

     (i)     The  Articles  and  Bylaws  of  Surforama permit it to carry on its
present  business  and  to  enter  into  this  Agreement;

     (j)     The  performance  of this Agreement will not be in violation of the
Articles  or Bylaws of Surforama or any agreement to which Surforama is a party;

     (k)     Surforama  is  not in violation of any federal, state, municipal or
other  law,  regulation  or  order  of  any  government or regulatory authority;

     (l)     Surforama  has  filed  with the appropriate government agencies all
tax  or  information  returns  and  tax  reports  required to be filed, and such
filings  are  substantially  true,  complete  and  correct;

     (m)     no federal, state, municipal, foreign, sales, property or excise or
other  taxes  are  payable  by  Surforama;

     (n)     The  corporate  records  and  minute  books  of  Surforama  contain
complete  and accurate minutes of all meetings of the directors and shareholders
of  Surforama  held  since  incorporation;

     (o)     All  material  transactions  of  Surforama  have  been promptly and
properly  recorded  or  filed  in  or  with  its  respective  books and records;

     (p)     Surforama  has filed all documents it was required to file with the
National  Association  of  Securities  Dealers;  and

     (q)     Surforama's  shares  are  quoted  for  trading  on  the  National
Association  of  Securities  Dealer's  Over-The-Counter  Bulletin  Board.

3.          SALE  OF  SHARES

          On  the  Closing Date, upon the terms and conditions herein set forth,
Surforama  agrees  to purchase a 100% undivided right, title and interest in and
to  the  Shares  in  consideration  of  Surforama:


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                                       7
     (a)      issuing  to  Cheng  5,940,000 restricted shares of common stock in
the  capital of Surforama (the "Vend-In Stock") at a deemed price of US$0.03 per
share;  and

     (b)     using  its  best efforts to provide Loop with at least US$1,000,000
in  working  capital  within  one  year  of  the  Closing  Date.

4.          CLOSING

          The  sale  and purchase of the Shares shall be closed at the office of
Surforama  at  10:00  A.M.  (Vancouver  time)  on or before the 5th business day
following  the  date  that Loop notifies Surforama in writing that the condition
subsequent  described  in  paragraph  8 has been satisfied (the "Closing Date").

5.          ACTIONS  BY  THE  PARTIES  PENDING  CLOSING

          From  and  after  the date hereof and until the Closing Date, Loop and
Surforama  covenant  and  agree  that:

     (a)     Loop  and  Surforama,  and  their authorized representatives, shall
have  full  access  during  normal  business  hours to all documents of Loop and
Surforama  and  each  party  shall  furnish to the other party or its authorized
representatives all information with respect to the affairs and business of Loop
and  Surforama  as  the  parties  may  reasonably  request;

     (b)     Loop  and  Surforama  shall  conduct  their business diligently and
substantially  in  the  manner previously conducted and Loop and Surforama shall
not  make  or  institute  any  unusual  or  novel  methods  of  purchase,  sale,
management,  accounting  or  operation, except with the prior written consent of
the  other  party.  Neither  Loop nor Surforama shall enter into any contract or
commitment  to  purchase  or sell any assets or engage in any transaction not in
the  usual  and ordinary course of business without the prior written consent of
the  other  party;

     (c)     Without  the prior written consent of the other party, neither Loop
nor  Surforama  shall  increase  or  decrease  the  compensation provided to its
employees,  officers,  directors  or  agents;

     (d)     Neither Loop nor Surforama will amend its Articles of Incorporation
or  Bylaws,  or  make any changes in its respective authorized or issued capital
without  the  prior  written  approval  of  the  other  party;

     (e)     Neither  Loop  nor  Surforama  shall  act or omit to do any act, or
permit  any  act  or omission to act, which will cause a breach of any contract,
commitment

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                                       8

or  obligation;  and

     (f)     Neither Loop nor Surforama will declare or pay any dividend or make
any distribution, directly or indirectly, in respect of their respective capital
stock,  nor will they directly or indirectly redeem, purchase, sell or otherwise
acquire  or  dispose  of  shares  in  their  respective  capital  stock.

6.          CONDITIONS  PRECEDENT  TO  SURFORAMA'S  OBLIGATIONS

          Each  and every obligation of Surforama to be performed on the Closing
Date  shall  be subject to the satisfaction by the Closing Date of the following
conditions,  unless  waived  in  writing  by  Surforama:

     (a)     The  representations  and warranties made by Loop and Cheng in this
Agreement  shall be true and correct on and as of the Closing Date with the same
effect  as  though such representations and warranties had been made or given by
the  Closing  Date;

     (b)     Loop  shall  have  performed  and  complied  with  all  of  their
obligations  under  this Agreement which are to be performed or complied with by
them  by  the  Closing  Date;

     (c)     Loop  shall have obtained the necessary consent of its director and
shareholder  to  effect  the  transactions  contemplated  herein;

     (d)     Loop  shall  deliver  to  Surforama:

          (i)  a certified true copy of resolutions of Loop's Board of Directors
               authorizing  the  transfer of the Shares from Cheng to Surforama,
               the  registration  of the Shares in the name of the Surforama and
               the  issuance  of  a share certificate representing the Shares in
               the  name  of  the  Surforama;

          (ii) share  certificates representing the Shares issued in the name of
               Cheng  accompanied  by  a  duly  executed  Irrevocable  Power  of
               Attorney  to  transfer  the  Shares  to  Surforama;  and

          (iii)  A  share  certificate or certificates registered in the name of
               the  Surforama, signed by the President of Loop, representing the
               Shares.

7.          CONDITIONS  PRECEDENT  TO  LOOP'S  OBLIGATIONS

          Each  and  every  obligation  of Loop and Cheng to be performed on the
Closing  Date  shall  be  subject to the satisfaction by the Closing Date of the
following  conditions,  unless  waived  in  writing  by  Loop  and  Cheng:

     (a)     The  representations  and  warranties  made  by  Surforama  in this
Agreement  shall be true and correct on and as of the Closing Date with the same
effect  as  though such representations and warranties had been made or given by
the  Closing  Date;

     (b)     Surforama  shall  have  performed  and  complied  with  all  of its
obligations  under  this Agreement which are to be performed or complied with by
its  by  the  Closing  Date;

     (c)     Surforama  shall  deliver  to  Loop:

          (i)  a  certified  true  copy  of  resolutions of Surforama's Board of
               Directors  authorizing the issuance of the Vend-In Stock to Cheng
               and  appointing  Cheng  to  Surforama's  Board  of Directors; and

          (ii) share  certificates  representing the Vend-In Stock issued in the
               name  of  Cheng.

8.          CONDITION  SUBSEQUENT

          This  Agreement  shall  not  be  binding  on  either party unless Loop
completes  a  financing  of  at  least  US$200,000  by  June  1,  2002.

9.          FURTHER  ASSURANCES

          The  parties  hereto  covenant  and  agree to do such further acts and
execute  and deliver all such further deeds and documents as shall be reasonably
required  in  order  to fully perform and carry out the terms and intent of this
Agreement.

10.          ENTIRE  AGREEMENT

          This  Agreement  constitutes  the entire agreement to date between the
parties  hereto  and  supersedes  every  previous  agreement,  communication,
expectation,  negotiation,  representation  or  understanding,  whether  oral or
written,  express  or  implied, statutory or otherwise, between the parties with
respect  to  the  subject  of  this  Agreement.

11.          NOTICE

11.1          Any  notice  required  to  be  given under this Agreement shall be
deemed  to  be  well and sufficiently given if delivered by hand, in the case of
LOOP  as  follows:

          Loop  Communications  Inc.
          130  -  4200  No.  3  Road
          Richmond,  B.C.
          V6X  2C2

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                                       10
and  in  the  case  of  the  Surforama  addressed  as  follows:

     Surforama.com,  Inc.
     700  -  555  West  Hastings  Street
     Vancouver,  B.C.
     V6B  1N2

and  any  notice  given  as  aforesaid  shall  be deemed to have been given when
delivered.

11.2          Either  party  may  time  to  time by notice in writing change its
address  for  the  purpose  of  this  section.

12.          TIME  OF  ESSENCE

          Time  shall  be  of  the  essence  of  this  Agreement.

13.          TITLES

          The  titles  to  the  respective sections hereof shall not be deemed a
part of this Agreement but shall be regarded as having been used for convenience
only.

14.          SCHEDULES

          The  schedules  attached  to this Agreement are incorporated into this
Agreement  by  reference  and  are  deemed  to  be  part  hereof.

15.          SEVERABILITY

          If  any  one  or  more  of  the  provisions contained herein should be
invalid,  illegal  or  unenforceable  in  any  respect in any jurisdictions, the
validity, legality and enforceability of such provisions shall not in any way be
affected  or  impaired  thereby  in  any  other  jurisdiction  and the validity,
legality  and  enforceability of the remaining provisions contained herein shall
not  in  any  way  be  affected  or  impaired  thereby.

16.          CONFIDENTIALITY

          Neither  the existence of this Agreement nor any of its terms shall be
disclosed  by either party to any third party without the written consent of the
other  party  until  the condition subsequent described in paragraph 8 herein is
satisfied.

17.          APPLICABLE  LAW

          The situs of the Agreement is Vancouver, British Columbia, and for all
purposes

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                                       11

this  Agreement  will  be  governed  exclusively  by and construed and
enforced in accordance with laws prevailing in the Province of British Columbia.
The  parties  hereto  agree  to  attorn to the jurisdiction of the Courts of the
Province  of  British  Columbia.

18.          ENUREMENT

          This  Agreement  shall enure to the benefit of and be binding upon the
parties  hereto  and  their  respective  successors  and  permitted  assigns.

          IN  WITNESS WHEREOF this Agreement has been executed as of the day and
year  first  above  written.

LOOP  COMMUNICATIONS  INC.               SURFORAMA.COM,  INC.

PER: /s/ Allan Cheng                     PER:  /s/ Mike Hanson
_____________________________            _______________________________
Authorized  Signatory                    Authorized  Signatory


/s/ Allan Cheng
__________________________
Allan  Cheng



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</DOCUMENT>
