EXHIBIT 10.39

                                From the desk of
                                RONALD A. POTTS


                                January 23, 2002

Mr. Kendall Combs
2424 W. Highway 76
Branson, Missouri 65616

                               RE:      $100,000 Loan from Kendall Combs to
                                        Oasis Group, Inc. dated January 23, 2002

Dear Mr. Combs:

         In addition to pledging my personal guarantee in connection with the
above captioned transaction, I hereby agree to, on or before April 30, 2002,
purchase the 50,000 common shares of Oasis Group, Inc. capital stock (the
"Stock") that you are receiving pursuant to the above captioned transaction, for
the amount of $50,000. You, of course, have the option of holding or otherwise
liquidating the Stock and you certainly don't have any obligation to accept my
agreement to purchase the Stock as set forth herein. Please kindly advise me in
writing, on or before March 31, 2002, as to whether or not you are accepting my
agreement to purchase the Stock as set forth herein.


                                    Sincerely,

                                    /s/ Ronald A. Potts
                                    -----------------------------------
                                    RONALD A. POTTS



                           490 REGATTA BAY BOULEVARD
                             DESTIN, FLORIDA 32541
                           TELEPHONE: (850) 269-3804
                            TELEFAX: (850) 269-3806