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. 65 Hume Street Crows Nest, New South Wales 2065 RE: STOCK PURCHASE AGREEMENT DATED JANUARY 7,...

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                                  Exhibit 99.1




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                                    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;




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April 7, 1997
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       (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



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