Exhibit 10.3

                            STOCK PURCHASE AGREEMENT

    STOCK  PURCHASE  AGREEMENT,   dated  as  of  February  26,  2013  (this
"AGREEMENT"),  by and among  GOFF,  Corp.,  (the  "COMPANY"),  Gary  O'Flynn and
Patrick Corkery (collectively, the "SELLERS", and each, a "SELLER"), and Warwick
Calasse (the "PURCHASER"),  each of the Company, the Sellers, and the Purchaser,
are referred to herein as a "Party" and collectively, as the "Parties".

                                   BACKGROUND

     The  Sellers  intend  to  sell  and  the  Purchaser   intends  to  purchase
108,750,000  shares of common stock of the Company (the "SELLERS'  SHARES"),  as
set out in  Schedulet  "A" of this  Agreement.  The  Sellers'  Shares  represent
approximately 38% of the 286,000,000 issued and outstanding capital stock of the
Company.

    NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises and covenants  herein  contained,  the Sellers and the Purchaser hereby
agree as follows:

     1. Purchase and Sale. The Sellers shall sell, transfer,  convey and deliver
unto the Purchaser  the Sellers'  Shares,  and the  Purchaser  shall acquire and
purchase the Sellers' Shares from the Sellers.

     2. Purchase Price.

     (a) The purchase price (the "PURCHASE  PRICE") for the Sellers'  Shares is,
in aggregate, $25,000, payable at the Closing (as defined herein).

     (b) Unless  otherwise  indicated,  all dollar  amounts  referred to in this
Agreement are United States dollars.

     3. Closing.

     (a) General. The closing of the transactions contemplated by this Agreement
(the  "CLOSING")  shall take place by exchange of documents among the Parties by
fax or courier,  as  appropriate,  following the  satisfaction  or waiver of all
conditions  to the  obligations  of the Parties to consummate  the  transactions
contemplated   hereby  (other  than  conditions  with  respect  to  actions  the
respective  Parties  will  take  at the  Closing  itself)  at  such  date as the
Purchaser and the Sellers may mutually determine (the "CLOSING DATE").

     (b)  Deliveries  at the  Closing.  At the  Closing:  (i) the Sellers  shall
deliver to the Purchaser the various  certificates,  instruments,  and documents
referred  to in Section  10(a)  below;  (ii) the  Purchaser  shall  deliver  the
Purchase  Price;  and  (iii)  the  Sellers  shall  deliver  to the  Purchaser  a
certificate or certificates evidencing the Sellers' Shares, endorsed in blank or
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accompanied  by duly  executed  assignment  documents  and including a Medallion
Guarantee  or  other  form of  transfer  document  acceptable  to the  Company's
transfer agent.

     4.  Representations and Warranties of the Sellers.  The Sellers jointly and
severally  represent and warrant to the Purchaser that the statements  contained
in this Section 4, with  respect to such Seller,  are correct and complete as of
the date of this  Agreement  and will be correct and  complete as of the Closing
Date (as though made then and as though the Closing  Date were  substituted  for
the date of this Agreement throughout this Section 4).

     (a) The  Sellers  have the power and  authority  to  execute,  deliver  and
perform its obligations under this Agreement and to sell,  assign,  transfer and
deliver to the Purchaser the Sellers' Shares as contemplated  hereby. No permit,
consent,  approval or authorization  of, or declaration,  filing or registration
with any  governmental or regulatory  authority or consent of any third party is
required in  connection  with the  execution and delivery by the Sellers of this
Agreement and the consummation of the transactions contemplated hereby.

     (b)  Neither  the  execution  and  delivery  of  this  Agreement,  nor  the
consummation  of the  transactions  contemplated  hereby or compliance  with the
terms and conditions hereof by the Sellers will violate or result in a breach of
any term or  provision  of any  agreement  to which any  Seller is bound or is a
party,  or be in  conflict  with or  constitute  a default  under,  or cause the
acceleration of the maturity of any obligation of the Sellers under any existing
agreement  or violate any order,  writ,  injunction,  decree,  statute,  rule or
regulation applicable to the Sellers or any properties or assets of the Sellers.

     (c) This Agreement has been duly and validly  executed by the Sellers,  and
constitutes the valid and binding obligation of the Sellers, enforceable against
the  Sellers in  accordance  with its  terms,  except as  enforceability  may be
limited by  bankruptcy,  insolvency or other laws  affecting  creditors'  rights
generally or by limitations, on the availability of equitable remedies.

     (d) The Sellers  shall  indemnify,  defend and hold  harmless the Purchaser
from  and  against  all  liabilities  incurred  by the  Purchaser,  directly  or
indirectly,  including without  limitation,  all reasonable  attorney's fees and
court costs,  arising out of or in connection  with the purchase of the Sellers'
Shares as set forth in this Agreement,  except where fraud, intent to defraud or
default of payment evolves on the part of the Purchaser.

     (e) The Sellers owns the Sellers' Shares,  respectively,  free and clear of
all liens, charges, security interests, encumbrances, claims of others, options,
warrants, purchase rights, contracts,  commitments,  equities or other claims or
demands of any kind (collectively,  "LIENS"),  and upon delivery of the Sellers'
Shares to the Purchaser,  the Purchaser will acquire good,  valid and marketable
title  thereto  free and clear of all Liens.  The Sellers are not a party to any
option,  warrant,  purchase  right,  or other contract or commitment  that could
require the Sellers to sell, transfer, or otherwise dispose of any capital stock
of the Company  (other than pursuant to this  Agreement).  The Sellers are not a

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party to any voting  trust,  proxy,  or other  agreement or  understanding  with
respect to the voting of any capital stock of the Company.

     (f) The  Sellers  are  outside  the  United  States  as of the  date of the
execution  and delivery of this  Agreement and will be outside the United States
at the  time of the  closing  of the  sale  of the  Sellers'  Shares;  provided,
however,  that delivery of the Sellers' Shares may be effected within the United
States through the Sellers' agent as long as the Purchaser is outside the United
States at the time of any such  delivery.  No selling  concession,  fee or other
remuneration  was or will be paid in  connection  with such offer or sale of the
Sellers' Shares.  The Sellers have not engaged in any "Directed Selling Efforts"
(as  defined in  Regulation  S, the  Securities  Act of 1933,  as  amended  (the
"SECURITIES ACT")).

     5. Representations and Warranties  Concerning the Purchaser.  The Purchaser
represents  and  warrants to the Sellers  and the  Company  that the  statements
contained  in this  Section 5 are  correct  and  complete as of the date of this
Agreement  and will be correct and  complete  as of the Closing  Date (as though
made then and as though the Closing Date were  substituted  for the date of this
Agreement throughout this Section 5).

     (a) The Purchaser has full power and authority to enter into this Agreement
and  to  carry  out  the  transactions   contemplated   hereby.  This  Agreement
constitutes  a valid and binding  obligation  of the  Purchaser  enforceable  in
accordance  with its  terms,  except  as (i) the  enforceability  hereof  may be
limited by bankruptcy,  insolvency or similar laws affecting the  enforceability
of creditor's  rights generally and (ii) the availability of equitable  remedies
may be limited by equitable principles of general applicability.

     (b)  Neither  the  execution  and  delivery  of  this   Agreement  nor  the
consummation  of the  transactions  contemplated  hereby,  nor compliance by the
Purchaser with any of the provisions hereof will:  violate, or conflict with, or
result in a breach of any  provision  of, or  constitute  a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or result in the termination  of, or accelerate the performance  required by, or
result in the creation of any Lien upon any of the  properties  or assets of the
Purchaser under any of the terms, conditions or provisions of any material note,
bond, indenture,  mortgage,  deed or trust, license,  lease,  agreement or other
instrument  or  obligation  to  which he is a party or by which he or any of his
properties  or assets  may be bound or  affected,  except  for such  violations,
conflicts,  breaches or defaults as do not have, in the aggregate,  any material
adverse  effect;  or violate  any  material  order,  writ,  injunction,  decree,
statute, rule or regulation applicable to the Purchaser or any of its properties
or assets,  except for such violations which do not have, in the aggregate,  any
material adverse effect.

     (c) The Purchaser is acquiring the Sellers'  Shares for its own account for
investment and not for the account of any other person and not with a view to or
for  distribution,  assignment  or resale in  connection  with any  distribution
within the meaning of the  Securities  Act. The Purchaser  agrees not to sell or

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otherwise  transfer the Sellers'  Shares  unless they are  registered  under the
Securities  Act and any  applicable  state  securities  laws, or an exemption or
exemptions from such registration are available. The Purchaser has knowledge and
experience  in  financial  and  business  matters  such  that it is  capable  of
evaluating the merits and risks of acquiring the Sellers' Shares.

     (d) No permit,  consent,  approval  or  authorization  of, or  declaration,
filing or  registration  with any  governmental  or regulatory  authority or the
consent of any third party is  required in  connection  with the  execution  and
delivery  by the  Purchaser  of  this  Agreement  and  the  consummation  of the
transactions contemplated hereby.

     (e) Restricted Securities.

     (i) Compliance  with Laws. The purchase of the Sellers' Shares by Purchaser
hereby is not part of a plan or scheme to evade the  registration  provisions of
the Securities Act.

     (ii) Outside the United States.  The Purchaser is outside the United States
as of the date of the  execution  and  delivery  of this  Agreement  and will be
outside the United States at the time of the closing of the sale of the Sellers'
Shares; provided,  however, that delivery of the Sellers' Shares may be effected
within the United States  through the Sellers'  agent as long as the Sellers are
outside the United States at the time of any such delivery.

     (iii) Limitation on Resale and Transferability.  The Purchaser  understands
that the  Sellers'  Shares  cannot be  offered  for  sale,  sold,  or  otherwise
transferred  unless in accordance  with the provisions of Regulation S, pursuant
to registration  under the Securities Act and applicable  state securities laws,
or pursuant to an available  exemption  from  registration  under the Securities
Act. The Purchaser has not engaged in any "Directed Selling Efforts" (as defined
in Regulation S) and the Purchaser has no present intention to sell or otherwise
transfer  the  Sellers'  Shares  except in  accordance  with the  provisions  of
Regulation  S  of  the  Securities  Act,  pursuant  to  registration  under  the
Securities Act, or pursuant to an available  exemption from  registration  under
the Securities Act.

     (iv) No Short Position.  The Sellers covenant that they will not,  directly
or  indirectly,  or  through  one or more  intermediaries,  maintain  any "short
position"  (as   hereinafter   defined)  in  the  Sellers;   Shares  during  the
"Distribution  Compliance Period" (as hereinafter defined). For purposes of this
Section 6(e)(iv), a "short position" shall mean any sale of a security which the
Sellers  do not own or any  sale  which  is  consummated  by the  delivery  of a
security borrowed by, or for the account of, the Sellers;  and the "Distribution
Compliance  Period"  shall mean the date which is twelve months from the date of
issuance.

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     (v) No Hedging Transactions.  The Sellers hereby agree not to engage in any
hedging  transactions  with  regard to the  Sellers'  Shares,  unless in express
compliance with the provisions of Regulation S, pursuant to  registration  under
the  Securities   Act  or  pursuant  to  an  exemption  from  the   registration
requirements of the Securities Act.

     (vi) Legend. The Purchaser  understands that certificates or other evidence
of  the  Sellers'  Shares  shall  bear a  legend  substantially  similar  to the
following:

        "THE  SECURITIES  EVIDENCED  HEREBY  HAVE NOT BEEN  REGISTERED
        UNDER  THE  U.S.   SECURITIES  ACT  OF  1933  (THE  "ACT")  OR
        APPLICABLE  STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS
        PROHIBITED   EXCEPT  IN  ACCORDANCE  WITH  THE  PROVISIONS  OF
        REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE
        ACT AND APPLICABLE  STATE  SECURITIES  LAWS, OR PURSUANT TO AN
        AVAILABLE   EXEMPTION   FROM   SUCH   REGISTRATION.    HEDGING
        TRANSACTIONS  INVOLVING THESE  SECURITIES MAY NOT BE CONDUCTED
        UNLESS IN COMPLIANCE WITH THE ACT."

     6.  Representations  and  Warranties  of the  Company.  The Company and the
Sellers  jointly and severally  represent and warrant to the Purchaser  that the
statements  contained  in this Section 6 are correct and complete as of the date
of this  Agreement  and will be correct and  complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the date of
this Agreement throughout this Section 6).

     (a)  SEC  Reports.   The  Company  has  filed  all  reports,   registration
statements,  definitive proxy statements ----------- and other documents and all
amendments  thereto and supplements  thereof required to be filed by it with the
U.S. Securities and Exchange  Commission (the "SEC REPORTS"),  all of which have
complied  in all  material  respects  with the  applicable  requirements  of the
Securities Act, the Securities  Exchange Act of 1934, as amended,  and the rules
and regulations promulgated thereunder.  As of the respective dates of filing in
final or definitive  form (or, if amended or superseded by a subsequent  filing,
then on the date of such subsequent  filing),  none of the Company's SEC Reports
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein, in light of the circumstances in which they were made, not misleading.

     (b)  Organization of Company.  The Company is a corporation duly organized,
validly  existing,  and in good standing  under the laws of the State of Nevada.
The Company is duly authorized to conduct business and is in good standing under
the laws in every  jurisdiction in which the ownership or use of property or the
nature of the business conducted by it makes such qualification necessary except
where  the  failure  to be so  qualified  or in good  standing  would not have a

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Material  Adverse Effect.  "Material  Adverse Effect" means any material adverse
effect on the business,  operations, assets, financial condition or prospects of
the Company or its Subsidiaries, if any, taken as a whole or on the transactions
contemplated  hereby or by the  agreements or  instruments to be entered into in
connection herewith.  The Company has full corporate power and authority and all
licenses,  permits, and authorizations  necessary to carry on its business.  The
Company  has no  subsidiaries  and does not  control  any  entity,  directly  or
indirectly,  or have any direct or indirect  equity  participation  in any other
entity.

     (c) Capitalization; No Restrictive Agreements.

     (i)  The  Company's  authorized  capital  stock,  as of the  date  of  this
Agreement,  consists of 1,875,000,000  shares of Common Stock,  $0.001 par value
per share, of which 286,000,000 shares are issued and outstanding.

     (ii) The  Company  has not  reserved  any  shares of its  Common  Stock for
issuance upon the exercise of options, warrants or any other securities that are
exercisable or exchangeable  for, or convertible  into, Common Stock. All of the
issued and outstanding shares of Common Stock are validly issued, fully paid and
non-assessable  and  have  been  issued  in  compliance  with  applicable  laws,
including,  without  limitation,  applicable  federal and state securities laws.
There  are no  outstanding  options,  warrants  or other  rights  of any kind to
acquire any  additional  shares of capital  stock of the  Company or  securities
exercisable  or  exchangeable  for, or  convertible  into,  capital stock of the
Company, nor is the Company committed to issue any such option,  warrant,  right
or security. There are no agreements relating to the voting, purchase or sale of
capital stock (i) between or among the Company and any of its stockholders, (ii)
between or among the Sellers and any third party,  or (iii) between or among any
of the  Company's  stockholders.  The  Company  is not a party to any  agreement
granting  any  stockholder  of the  Company  the right to cause the  Company  to
register  shares of the capital  stock of the Company  held by such  stockholder
under the Securities Act.

     (d) Financial  Statements.  The Sellers have provided the  Purchasers  with
audited  balance sheets and statements of operations,  changes in  stockholders'
deficit and cash flows for the year ended June 30, 2012 and unaudited statements
for  the  period  ended   December  31,  2012   (collectively,   the  "FINANCIAL
STATEMENTS").  The Financial  Statements  have been prepared in accordance  with
United States generally accepted  accounting  principles applied on a consistent
basis,  fairly present the financial  condition,  results of operations and cash
flows of the  Company as of the  respective  dates  thereof  and for the periods
referred  to  therein  and are  consistent  with the  books and  records  of the
Company.  The Company  does not have any  liability  (whether  known or unknown,
whether asserted or unasserted,  whether absolute or contingent, whether accrued
or unaccrued,  whether liquidated or unliquidated,  and whether due or to become
due),  including  any  liability  for taxes,  except for  liabilities  expressly
specified in the Financial  Statements  (none of which results from,  arises out

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of,  relates  to, is in the nature of, or was caused by any breach of  contract,
breach of warranty, tort, infringement, or violation of law).

     (e) Absence of Certain Changes.  Since December 31, 2012 there has not been
any event or condition of any character which has materially adversely affected,
or may be expected to materially  adversely  affect,  the Company's  business or
prospects,  including,  but not limited to any  material  adverse  change in the
condition,  assets,  liabilities  (existing  or  contingent)  or business of the
Company from that shown in the Financial Statements.

     (f) Legal Proceedings. As of the date of this Agreement, there is no legal,
administrative,  investigatory,  regulatory or similar  action,  suit,  claim or
proceeding  which is  pending  or  threatened  against  the  Company  which,  if
determined  adversely  to  the  Company,  could  have,  individually  or in  the
aggregate, a Material Adverse Effect.

     (g) Legal  Compliance.  The Company has complied in all  material  respects
with  all  applicable  laws  (including  rules,   regulations,   codes,   plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all
applicable governmental authorities,  and no action, suit, proceeding,  hearing,
investigation,  charge,  complaint,  claim,  demand, or notice has been filed or
commenced  against the Company  alleging  any failure so to comply.  Neither the
Company, nor any officer, director, employee, consultant or agent of the Company
has made,  directly  or  indirectly,  any  payment or promise to pay, or gift or
promise to give or  authorized  such a promise or gift, of any money or anything
of value,  directly or indirectly,  to any  governmental  official,  customer or
supplier  for the purpose of  influencing  any  official act or decision of such
official, customer or supplier or inducing him, her or it to use his, her or its
influence to affect any act or decision of an applicable  governmental authority
or  customer,  under  circumstances  which  could  subject  the  Company  or any
officers,  directors,  employees or consultants of the Company to administrative
or criminal penalties or sanctions.

     (h) Tax Matters.

     (i) The Company  has filed all state and  federal  tax returns  that it was
required to file. All such tax returns were correct and complete in all material
respects.  All taxes  owed by the  Company  have been paid.  The  Company is not
currently the  beneficiary of any extension of time within which to file any tax
return. No claim has ever been made by an authority in a jurisdiction  where the
Company  does not file tax  returns  that it is or may be subject to taxation by
that jurisdiction. There are no security interests or Liens on any of the assets
of the Company that arose in connection with any failure (or alleged failure) to
pay any tax.

     (ii) The  Company  has  withheld  and paid all taxes  required to have been
withheld and paid in  connection  with  amounts  paid or owing to any  employee,
independent contractor, creditor, stockholder, or other third party.

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     (iii) The  Sellers  do not expect any  authority  to assess any  additional
taxes for any period for which tax returns have been filed.  There is no dispute
or claim  concerning any Liability with respect to any taxes (a "TAX LIABILITY")
of the Company  either (A) claimed or raised by any  authority in writing or (B)
as to which the Company  and the  Sellers  have  knowledge  based upon  personal
contact  with any agent of such  authority.  No tax returns of the Company  have
ever been  audited or are  currently  the subject of an audit.  The Sellers have
delivered to the Purchaser  correct and complete copies of all federal and state
income and other material tax returns,  examination  reports,  and statements of
deficiencies assessed against or agreed to by the Company since inception.

     (i) Disclosure.  No  representation or warranty by the Sellers contained in
this Agreement, and no statement contained in any document, certificate or other
instrument  delivered or to be delivered by or on behalf of the Sellers pursuant
to this Agreement,  contains or will contain any untrue  statement of a material
fact or omit or will omit to state any material fact necessary,  in light of the
circumstances  under  which  it was or will  be  made,  in  order  to  make  the
statements herein or therein not misleading.

     7.  Brokers  and  Finders.  There are no finders  and no  parties  shall be
responsible for the payment of any finders' fees other than as specifically  set
forth herein.  Neither the Sellers,  nor any of its agents on their behalf, have
incurred any obligation or liability,  contingent or otherwise, for brokerage or
finders' fees or agents'  commissions  or financial  advisory  services or other
similar payment in connection with this Agreement.

     8. Pre-Closing Covenants.  The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.

     (a)  General.  Each of the Parties will use his or its best efforts to take
all action and to do all things  necessary,  proper,  or  advisable  in order to
consummate and make effective the  transactions  contemplated  by this Agreement
(including satisfaction,  but not waiver, of the closing conditions set forth in
Section 10 below).

     (b) Notices  and  Consents.  Each of the Parties  will give any notices to,
make any filings  with,  and use its best efforts to obtain any  authorizations,
consents,  and  approvals  of  governmental  authorities  necessary  in order to
consummate the transactions contemplated hereby.

     9. Post-Closing Covenants.  The Parties agree that if at any time after the
Closing any further  action is  necessary or desirable to carry out the purposes
of this Agreement,  each of the Parties will take such further action (including
the execution  and delivery of such further  instruments  and  documents) as any
other  Party may  reasonably  request,  all at the sole cost and  expense of the
requesting Party.

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     10. Conditions to Obligation to Close.

     (a) Conditions to the  Obligation of the  Purchaser.  The obligation of the
Purchaser to  consummate  the  transactions  to be performed by the Purchaser in
connection  with the  Closing  are  subject  to  satisfaction  of the  following
conditions:

     (i) the  representations and warranties set forth in Sections 3 and 6 above
shall be true and  correct in all  material  respects  at and as of the  Closing
Date;

     (ii) the Sellers or the Company shall have  provided the  Purchaser  with a
copy of the Company Financial Statements;

     (iii)  the  Sellers  shall  have  performed  and  complied  with all of his
covenants hereunder in all material respects through the Closing;

     (iv) the Purchaser  shall have received the resignation of the sole officer
and director of the Company and the designees  specified by the  Purchaser  will
have been appointed as officers and directors of the Company; and

     (v) no action,  suit, or proceeding  shall be pending or threatened  before
any court or  quasi-judicial  or  administrative  agency of any federal,  state,
local, or foreign  jurisdiction or before any arbitrator  wherein an unfavorable
injunction,  judgment,  order,  decree,  ruling,  or charge  would  (A)  prevent
consummation  of any of the  transactions  contemplated by this Agreement or (B)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect);

     The Purchaser may waive any condition specified in this Section 10(a) at or
prior to the Closing in writing executed by the Purchaser.

     (b) Conditions to Obligation of the Sellers. The obligations of the Sellers
to consummate  the  transactions  to be performed by her in connection  with the
Closing are subject to satisfaction of the following conditions:

     (i) the  representations  and warranties set forth in Section 5 above shall
be true and correct in all material respects at and as of the Closing Date;

     (ii) the  Purchaser  shall  have  performed  and  complied  with all of its
covenants hereunder in all material respects through the Closing;

     (iii) no action,  suit, or proceeding shall be pending or threatened before
any court or  quasi-judicial  or  administrative  agency of any federal,  state,
local, or foreign  jurisdiction or before any arbitrator  wherein an unfavorable
injunction,  judgment,  order,  decree,  ruling,  or charge  would  (A)  prevent

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consummation  of any of the  transactions  contemplated by this Agreement or (B)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect); and

     (iv)  all  actions  to  be  taken  by  the  Purchaser  in  connection  with
consummation  of the  transactions  contemplated  hereby  and all  certificates,
instruments,   and  other   documents   required  to  effect  the   transactions
contemplated hereby will be satisfactory in form and substance to the Sellers.

     The Sellers may waive any  condition  specified in this Section 10(b) at or
prior to the Closing in writing executed by the Sellers.

     11. Miscellaneous.

     (a) Facsimile  Execution and Delivery.  Facsimile execution and delivery of
this  Agreement  is legal,  valid and binding  execution  and  delivery  for all
purposes.

     (b) No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or remedies  upon any person other than the Parties and their  respective
successors and permitted assigns.

     (c) Entire Agreement.  This Agreement  (including the documents referred to
herein)  constitutes  the entire  agreement among the Parties and supersedes any
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof.

     (d) Succession  and  Assignment.  This Agreement  shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of his
or its rights,  interests,  or obligations  hereunder  without the prior written
approval of the Purchaser and the Sellers.

     (e)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     (f) Headings. The Section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

     (g) Notices.  All notices and other  communications  hereunder  shall be in
writing  and shall be deemed  given if  delivered  personally  or by  commercial

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<PAGE>
delivery  service,  or mailed by  registered or certified  mail (return  receipt
requested) or sent via facsimile (with confirmation of receipt) to the parties.

     (h)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the domestic laws of the State of Nevada  without giving effect
to any choice or  conflict  of law  provision  or rule  (whether of the State of
Nevada or any other  jurisdiction)  that would cause the application of the laws
of any jurisdiction other than the State of Nevada.

     (i) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid  unless the same shall be in writing and signed by the  Purchaser
and the Sellers or their respective  representatives.  No waiver by any Party of
any  default,  misrepresentation,  or breach of warranty or covenant  hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent
default,  misrepresentation,  or breach of  warranty or  covenant  hereunder  or
affect in any way any rights  arising by virtue of any prior or subsequent  such
occurrence.

     (j)  Severability.  Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

     (k)  Expenses.  Each of the  Parties  will  bear his or its own  costs  and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby.

     (l) Construction.  The Parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  Parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any Party by virtue of the  authorship  of any of the
provisions  of this  Agreement.  Any  reference to any  federal,  state or local
statute  or law  shall be  deemed  also to refer to all  rules  and  regulations
promulgated  thereunder,   unless  the  context  requires  otherwise.  The  word
"including"  shall mean including  without  limitation.  The Parties intend that
each  representation,   warranty,  and  covenant  contained  herein  shall  have
independent  significance.   If  any  Party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
Party has not  breached  shall not detract  from or  mitigate  the fact that the
Party is in breach of the first representation,  warranty, or covenant.  Nothing
in the disclosure Schedules attached hereto shall be deemed adequate to disclose
an exception to a representation  or warranty made herein,  however,  unless the
disclosure  Schedules  identifies the exception with particularity and describes

                                       11
<PAGE>
the relevant facts in detail.  Without limiting the generality of the foregoing,
the mere  listing  (or  inclusion  of a copy) of a document or other item in the
disclosure Schedules or supplied in connection with the Purchaser' due diligence
review,   shall  not  be  deemed   adequate  to  disclose  an   exception  to  a
representation  or warranty made herein (unless the  representation  or warranty
has to do with the existence of the document or other item itself).

     (m) Specific Performance.  Each of the Parties acknowledges and agrees that
the other Party would be damaged  irreparably in the event any of the provisions
of this  Agreement are not performed in accordance  with their specific terms or
otherwise are breached.  Accordingly,  each of the Parties agrees that the other
Party(ies) shall be entitled to an injunction or injunctions to prevent breaches
of the provisions of this Agreement and to enforce  specifically  this Agreement
and the terms and provisions hereof in any action instituted in any court of the
United States or any state thereof having  jurisdiction over the Parties and the
matter, in addition to any other remedy to which they may be entitled, at law or
in equity.

     (n)  Submission  to  Jurisdiction.  Each  of  the  Parties  submits  to the
jurisdiction  of any state or federal court sitting in Nevada,  in any action or
proceeding  arising  out of or relating  to this  Agreement  and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each of the Parties waives any defense of inconvenient  forum to the
maintenance of any action or proceeding so brought and waives any bond,  surety,
or other  security  that  might be  required  of any other  Party  with  respect
thereto.  Any Party may make service on any other Party by sending or delivering
a copy of the process to the Party to be served at the address and in the manner
provided  for the  giving of notices in  Section  11(g)  above.  Nothing in this
Section 11(n), however,  shall affect the right of any Party to bring any action
or proceeding arising out of or relating to this Agreement in any other court or
to serve legal process in any other manner  permitted by law or at equity.  Each
Party agrees that a final  judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner
provided by law or at equity.


                      [THIS PART INTENTIONALLY LEFT BLANK]

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<PAGE>
IN WITNESS WHEREOF, the Sellers, the Company, and the Purchaser have caused this
Stock  Purchase  Agreement  to be executed  and  delivered  by their  respective
officers thereunto duly authorized, all as of the date first written above.

GOFF, CORP.


/s/ Gary O'Flynn
-------------------------------------
Per: Gary O'Flynn, President, CEO,
     Treasurer, Secretary, CFO, CAO
     and Director


/s/Warwick Calasse
-------------------------------------
WARWICK CALASSE


/s/Patrick Corkery
-------------------------------------
PATRICK CORKERY


/s/Gary O'Flynn
-------------------------------------
GARY O'FLYNN

                                       13
<PAGE>

                                  SCHEDULE "A"

             Name                         Number of Shares

Gary O'Flynn                                 100,000,000
Patrick Corkery                                8,750,000
                                             -----------

Total:                                       108,750,000
                                             ===========

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