EFTA00076956 # ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated February 4. and Poplar, Inc., having an address at 9100 Port of Sale Mall, Suite 15, St. Thomas, USVI 00802 (the "Assignee"). ## RECITALS: A. is the sole Member of Great Saint Jim, LLC, a United States Virgin Islands limited liability company (the "Company"), holding 100% of the Membership Interests therein (the "Membership Interest"). EFTA00076957 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. POPLAR, INC. By: Jeffrey Epstein, President