AGREEMENT
Between CEA LAB, (CEA LAB), a Kansas Corporation and a public company,
and OMAP Holdings Incorporated (OMAP), a Nevada corporation and a public
company, hereby agree to exchange certain securities owned by CEA LAB which are
registered and free-trading shares which are being valued at approximately equal
value to securities which are not registered and free-trading and are owned by
OMAP. Each of the parties shall attach a schedule of securities owned and being
exchanged to this agreement (see Schedule "A").
CEA LAB and OMAP each agree to value free-trading securities at 100%
of the average bid price over the past 30 trading days preceding the execution
of this Agreement.
CEA LAB and OMAP agree to value all restricted shares at the book value
of each public company's stock per a Form 10-K which has been audited and filed
with the Securities and Exchange Commission.
CEA LAB and OMAP agree to re-value all restricted shares for exchange
cost basis in the event that CEA LAB auditors determine the value of the
restricted shares to be less than the initial exchange values.
CEA LAB and OMAP agrees that CEA LAB shall exchange such number of
shares, which can be sold for cash and which, when sold, will result in OMAP
receiving not less than $430,000.
CEA LAB and OMAP agree that OMAP shall exchange such number of shares,
which, when sold for cash, will result in CEA LAB receiving not less than
$430,000.
Agreed: This 4th day of October, 1996.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President and Director
OMAP Holdings Incorporated
By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx, President and Director
CEA LAB, Inc.
SCHEDULE "A"
OMAP agrees to immediately and physically deliver all shares owned of
the following securities to CEA LAB, bearing the name "CEA LAB, Inc." on each
certificate:
Cert # # of Shares Total
BRIAA-Bria Communications Corp. 1183 370,370
1186 290,323 660,693
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EUHI - Eurotronics Holdings, Inc. 5509 566,038
5511 111,111 667,149
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TNRG- Tianrong Building Material Holdings, Ltd. 2126 319,149
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1,656,991
CEA LAB and OMAP agree that at December 31, 1995, per an audited Form
10-K OMAP auditors valued the OMAP exchange shares at each company's book value:
BRIAA 660,693 shares at $204,815 or $0.31 per share
EUHI 667,149 shares at $121,887 or $0.18 per share
TNRG 319,149 shares at $100,000 or $0.31 per share
-------
TOTAL 1,656,991 shares at $426,702 or $0.26 per share (average)
