<PAGE>
EXHIBIT 10.24

                   AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENT
                   ------------------------------------------

     This  Amendment  No. 1 to that certain Unit Purchase Agreement entered into
by  and  between  Imsco  Technologies,  Inc.,  the  predecessor to GWIN, Inc., a
Delaware  corporation  (the  "Company")  and  each  and  all  of  the  investors
identified  in  the  signatures  below  (each  individually  an  "Investor," and
collectively  the "Investors") on or about July 10, 2001. This Amendment No.1 is
effective  as  of  November  26,  2002.

     WHEREAS,  each  and  all  of  the  Investors  purchased  restricted  Units
consisting  of  one Series C Preferred Share, convertible into common stock (the
"Series  C  Preferred"), and one warrant convertible into one Series C Preferred
Share, which is subsequently convertible into common stock (the "Warrant"), from
the  Company  as part of the same offering and on identical terms to one another
on  or  about  the  date  listed  above;

     WHEREAS,  each and all of the Investors purchased varying numbers of Units,
each  Unit  with  an  identical  purchase  price;

     WHEREAS,  each  and  all of the Investors and the Company, in reviewing the
Unit Purchase Agreement, the Series C Preferred Share Certificate of Designation
and  amendments  thereto,  the  Warrant  Agreement,  and notes and documentation
related  to such investment personal to each and every Investor and the Company,
have determined that the Unit Purchase Agreement, as presently drafted, does not
meet  the  intention  of  any  of  the  parties  thereto;  and

     WHEREAS,  all  parties  now  freely  desire  to  revise  and amend the Unit
Purchase  Agreement  to  more  accurately reflect the meeting of the minds which
occurred  on  July  10,  2001, and remains unchanged on the date of execution of
this  Amendment,  and  for  no  further  consideration on any parties' part, and
noting  particularly  Article  VI,  Section  6.1 of the Unit Purchase Agreement;

       NOW, THEREFORE, the Unit Purchase Agreement is hereby amended as follows:

1.     Article  I,  Section  1.2  shall  be  revised  as  follows:

     (u) ""UNITS" means the sixty four thousand (64,000) investment units of the
Company  being  purchased  hereunder,  at a purchase price of $23.4375 per Unit,
each  consisting  of  one  share  of Preferred Stock and one Warrant to purchase
31.25  shares  of  Common  Stock  at  an  exercise  price  of  $1.00.

     (v) "WARRANT(S)" refers to those warrants comprising a part of the Units to
be  issued  to  each  Investor, to purchase the number of shares of Common Stock
calculated therein, which such warrants are each exercisable as provided therein
at  any  time within three (3) years from the date of issuance thereof and is in
the  form  of  EXHIBIT  B  hereto."

2.    Article  II,  Section  2.5  shall  be  revised  as  follows:

     "WARRANTS.  The Warrants shall grant to each Investor the right to purchase
     thirty-one  and  one  quarter  shares (31.25) of Common Stock (the "Warrant
     Shares") for each Unit purchased hereunder, with an exercise price of $1.00
     per share of Common Stock. The Warrants shall be exercisable, at Investor's
     sole  discretion,  in  whole  or  in part, for three years from the date of
     issuance.  Additional terms and conditions of the Warrants are set forth in
     more  detail  in  the  Warrants,  attached  hereto  as  EXHIBIT  B.

<PAGE>


3.   Exhibit  B,  Section  1(b)  shall  be  revised  as  follows:

     "The  Holder may, at any time prior to the Termination Date, subject to the
     terms  and conditions hereof, exercise this Warrant in whole or in part for
     thirty-one  and one quarter (31.25) shares of Common Stock, at an exercise
     price  per  share equal to $1.00 (the "Common Stock Warrant Price"), by the
     surrender  of  this  Warrant (properly endorsed) at the principal office of
     the  Corporation,  or  at such other agency or office of the Corporation in
     the  United States of America as the Corporation may designate by notice in
     writing  to the Holder at the address of such Holder appearing on the books
     of  the Corporation, and by payment to the Corporation of the Warrant Price
     (as  hereinafter  defined) in lawful money of the United States or by check
     for  each  Warrant  Share  being  purchased. The Common Stock Warrant Price
     shall  be  referred  to  herein  as  the  "Warrant Price." Upon any partial
     exercise  of this Warrant, there shall be executed and issued to the Holder
     a  new  Warrant  in  respect of the Warrant Shares as to which this Warrant
     shall  not  have been exercised. In the event of the exercise of the rights
     represented  by this Warrant, a certificate or certificates for the Warrant
     Shares  so  purchased, as applicable, registered in the name of the Holder,
     shall  be  delivered  to the Holder hereof as soon as practicable after the
     rights  represented  by  this  Warrant  shall  have  been  so  exercised."

3.   Each  and every Investor hereby acknowledges and accepts that each Investor
     is  entitled  to  convert the Warrants directly into Common Stock, and each
     Investor  is  entitled to convert such Warrant into the number of shares of
     Common  Stock  as  determined  by  each Investor's original investment, and
     calculated  according  to the conversion ratio discussed herein. The number
     of  shares of Common Stock underlying the Warrants held by each Investor is
     fixed,  and shall not exceed the maximum indicated below for each Investor:

     Trilium  Holdings  Ltd.          666,667  shares  of  Common  Stock

     Keating  Partners,  L.P.         666,667  shares  of  Common  Stock

     Timothy  J.  Keating             480,000  shares  of  Common  Stock

     Luca  Toscani                    186,666  shares  of  Common  Stock

     ------------------------------------------------------------------------

     Total                            2,000,000  shares  of  Common  Stock

                               <SIGNATURES FOLLOW>

                                        2
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties have caused this Amendment No. 1 to the
Unit  Purchase Agreement to be executed by themselves as individuals or by their
respective  officers  thereunto  duty  authorized,  as  of  the date first above
written.

THE  COMPANY                              THE  INVESTORS:

GWIN,  INC.                               TRILIUM  HOLDINGS  LTD.
A  Delaware  Corporation                  A  Bahamas  Corporation

/s/ Douglas R. Miller                     /s/ Deirdre M. McCoy
----------------------------------       ----------------------------------
Name:  Douglas R. Miller                  Name:  Deirdre M. McCoy
Title: President                          Title: Director


        KEATING  PARTNERS,  L.P.
                                          A  Delaware  Limited  Partnership


                                          /s/  Timothy  J. Keating
                                          ---------------------------------
                                          Name:     Timothy  J.  Keating
                                          Title:    Managing  Member



                                          TIMOTHY  J.  KEATING
                                          An  Individual



                                          /s/  Timothy  J. Keating
                                         ----------------------------------
                                          LUCA  TOSCANI
                                          An  Individual


                                         /s/ Luca Toscani
                                         ---------------------------------



                                        3



<PAGE>