1
Exhibit 99.1
2
GWP, INC.
ONE BUCKHEAD PLAZA
0000 XXXXXXXXX XXXX, X.X.
XXXXX 0000
XXXXXXX, XXXXXXX 00000
APRIL 7, 1997
Tintagel Limited
P.O. Box 156
Hibiscus Square, Pond Street
Grand Turk, Turks and Caicos Islands
British West Indies
Komen Holdings Pty., Ltd.
00 Xxxx Xxxxxx
Xxxxx Xxxx, Xxx Xxxxx Xxxxx 0000
RE: STOCK PURCHASE AGREEMENT DATED JANUARY 7, 1997 BY AND AMONG
GWP, INC. ("GWP"), TINTAGEL LIMITED, A TURKS AND CAICOS TRUST
("TINTAGEL") AND KOMEN HOLDINGS PTY., LTD., AN AUSTRALIAN
CORPORATION ("KOMEN")
Gentlemen:
GWP hereby assigns all of its right, title and interest in and to its
rights and obligations under the Stock Purchase Agreement to the following five
individuals, each of which shall acquire a percentage interest in the Stock
Purchase Agreement as follows:
Xxx X. Xxxxx - 40.0 %
Xxxxx Xxxxxx- 40.0 %
Xxxxx X. Xxxxx- 4.53%
Xxxx X. Xxxxxxx - 4.36%
Xxx X. Xxxxx - 11.11%
For purposes hereof, the five individuals shall receive the shares and undertake
the obligations for payment thereof directly to Komen and Tintagel such that
each individual shall undertake the following obligations:
(a) Xxx X. Xxxxx shall execute a promissory note in the amount of
$250,000 to Komen for 1,743,000 shares;
(b) Xxx X. Xxxxx shall execute a promissory note in the amount of
$126,810 to Tintagel in exchange for 1,924,600 shares;
3
April 7, 1997
Page 2
(c) Xxxxx Xxxxxx shall execute a promissory note in the amount of
$250,000 to Komen in exchange for 1,743,000 shares;
(d) Xxxxx Xxxxxx shall execute a promissory note in the amount of
$126,810 to Tintagel in exchange for 1,924,600 shares;
(e) Xxxx X. Xxxxxxx shall execute a promissory note in the amount of
$40,000 to Tintagel in exchange for 400,000 shares;
(f) Xxxxx X. Xxxxxx shall execute a promissory note in the amount of
$41,510 to Tintagel in exchange for 415,100 shares; and
(g) Xxx X. Xxxxx shall execute a promissory note in the amount of
$101,870 to Tintagel in exchange for 1,018,700 shares.
This Assignment made this 7th day of April, 1997.
GWP, INC.
By: /s/ Xxx X. Xxxxx
------------------------------
Xxx X. Xxxxx, President
2
