AGREEMENT


                     Made as of this 30th day of April, 1999

Between                WULF INTERNATIONAL LTD. "Wulf"
                       ------------------------------
                       a Colorado corporation with a place of business at
                       5200 Keller Springs Road, Suite 1131
                       Dallas, Texas 75248

And                    SFM MORTGAGE  COMPANY,  "SFM"
                       -----------------------------
                       a Texas corporation with a place of business at
                       1909  Central  Drive, Suite 200
                       Bedford, Texas 76021

The above  parties,  at times,  are  referred to herein  singly as "Party,"  and
collectively as "Parties."


                                WITNESSETH THAT:

WHEREAS,  the Parties wish to enter into a business  combination for the purpose
of participating in business ventures in the United States and  internationally,
particularly in low income housing construction and financing,

WHEREAS,  the Parties have set forth in this  Agreement the terms and conditions
governing their relationship.


1.  SUPERCEDING EFFECT

    1.1.  This  Agreement  supersedes  all  exiting  oral or written  agreements
          between the parties and constitutes the entire  agreement  between the
          parties.

2.  CREATION AND OBJECTIVE OF BUSINESS VENTURE

    2.1.  In  consideration  of the efforts to be expended by each Party for the
          mutual benefit of the Parties, the Parties hereto agree to merge.

    2.2.  The  objective  of this merger is to create a company  that will build
          low income housing and related  infra-structure in accordance with the
          Republic of the Philippines  National  Shelter  Program,  and in Joint
          Venture  with  Amin  &  Sons  Corporation,   Taticbilt   International
          Corporation,  and  the  Southern  Philippines  Development  Authority,
          herein referred to as the "Mindanao Housing Project," and

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    2.3.  To  engage  in the  real estate mortgage business in the United States
          and the Philippines, and
    2.4.  To carry on other mutually beneficial business ventures in the  United
          States and internationally.

3.  TERMS AND CONDITIONS OF MERGER

    3.1.  SFM shall sell all of its issued and outstanding stock, and Wulf shall
          purchase all of SFM's issued and outstanding stock as follows:

          3.1.1.  Wulf  shall  issue to the  shareholders  of SFM, Seven Million
               Five  Hundred  Thousand   (7,500,000)  shares  of  its   unissued
               authorized  Common  stock  to  the  holders  of  SFM's issued and
               outstanding stock in exchange for all of SFM's said stock.

          3.1.2.  The  shareholders  of  SFM  shall  purchase  or  cause  to  be
               purchased  Fifty Thousand shares of Wulf" Preferred stock for the
               sum of Fifty Thousand Dollars ($50,000).

          3.1.3.  SFM  shall  become  a  wholly   owned   subsidiary   of   Wulf
               International  Ltd.  SFM  shall  retain  its  status  as a  Texas
               corporation,  and Wulf shall be  licensed  to do  business in the
               State of Texas by and through SFM's Texas registration.

          3.1.4.  Wulf  and  SFM  shall file  consolidated tax returns,  but SFM
               shall continue to operate as a separate  entity under its present
               management.

          3.1.5.  Wulf shall appoint two  additional  members  to its  Board  of
               Directors each of whom will be nominated by the  shareholders  of
               SFM. The Chairman of Wulf shall be appointed to the Board of SFM.

4.  OFFICES

    4.1.  The  principal  office of the Wulf and SFM shall be  at  1909  Central
          Drive, Bedford, Texas 76021, however,

    4.2.  Each  company  may  set  up and maintain offices at other locations as
          well.

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5.  BUSINESS

    5.1.  Wulf shall  continue to pursue its  activities  in the Republic of the
          Philippines  including  but not  restricted  to the  Mindanao  Housing
          Project  and will use its best  efforts  to  obtain  financing  in the
          amount of $250 million for the said project.

    5.2.  SFM  shall  continue  its  present  mortgage  business  with  its main
          objective  being to increase  its capital to a minimum of $100 million
          through a secondary  public  offering or offerings  of Wulf  Preferred
          stock.  Upon completion of said offering,

          5.2.1.  SFM shall endeavor to package its loans into "blocks" for sale
               to large investors to maximize profits, and

          5.2.2.  Shall expand into  the loan  servicing  business  through  the
               purchase  of  loans  from  smaller  mortgage  companies  and as a
               representative of large lenders and investors, and

          5.2.3.  Shall expand its operations to the Republic of the Philippines
               to  include a  mortgage  take out  business  for the houses to be
               built  under the  Mindanao  Housing  Project  and  other  housing
               programs.

6.  REACTIVATION OF WULF

    6.1.  Wulf shall promptly file with the  Securities and Exchange  Commission
          all necessary  documents  including  but not  restricted to Forms 10K,
          10Q, D, and other forms required for reactivation to a fully reporting
          company.

7.  LISTING ON NASDAQ.

    7.1.  Subsequent  to the successful completion  of the said stock  offering,
          Wulf shall  endeavor  to obtain a listing  on NASDAQ  under the symbol
          "WULF."

8.  STOCK OPTIONS

    8.1.  Wulf shall offer to the shareholders of SFM and option to purchase Two
          Hundred  Thousand   (200,000)  shares  of  Wulf  authorized   unissued
          Preferred  stock at a price of One  Dollar  ($1.00)  per  share.  Said
          option  must be  exercised  prior  to the  proposed  secondary  public
          offering of Wulf preferred stock.

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    8.2.  Wulf shall prepare and put in effect an employee  stock option plan to
          be granted to both Wulf and SFM employees.

9.  ACCOUNTING AND RECORDS

    9.1.  SFM shall keep and maintain  accounting records for its operations

    9.2.  SFM tax returns may be combined with Wulf Tax returns.



IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of this 30th day of April, 1999.

WULF INTERNATIONAL LTD.



     (original signed by George Wulf)

By:  /s/  George Wulf
    ---------------------------------
          George Wulf, Chairman


SFM MORTGAGE COMPANY



      (original signed by Randie Wolzen)

By:  /s/  Randie Wolzen
    ---------------------------------
          Randie Wolzen, President







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